Exhibit 10.40


                       SECURITY AGREEMENT

          THIS SECURITY AGREEMENT (the "Agreement") is made and
entered into this 25th day of September, 2001, between KLT
TELECOM INC., a Missouri corporation ("Secured Party"), and
DIGITAL TELEPORT, INC., a Missouri corporation ("Debtor") with
reference to the following:

          A.   The parties hereto have executed a Credit
Agreement (the "Credit Agreement"), as of the date hereof,
pursuant to which Secured Party has agreed to make a term loan
(the "Loan") to Debtor in an aggregate principal amount not to
exceed $5,000,000.

          B.   The provisions of the Credit Agreement require
Debtor to execute this Agreement as a condition to the Secured
Party's obligation to make the Loan pursuant to the terms of the
Credit Agreement.

          NOW THEREFORE, in consideration of the mutual covenants
and obligations set forth herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound, Debtor and
Secured Party agree as follows:

          1.   COLLATERAL.  Debtor hereby grants to Secured Party
a security interest in all of the personal property in which
Debtor now or hereafter has rights and wherever located (the
"Collateral"), including, without limitation, the following:

                    (a)  all accounts (the "Accounts");

                    (b)  all goods, including embedded software;

                    (c)  all letter of credit rights;

                    (d)  all general intangibles, including,
     without limitation, payment intangibles (the "Payment
     Intangibles"), indefeasible rights to use, licenses,
     permits, trademarks, corporate and trade names, copyrights,
     franchise rights, goodwill, patents and patent applications;

                    (e)  all supporting obligations;

                    (f)  all instruments, including, without
     limitation, promissory notes;

                    (g)  all inventory, including embedded
     software (the "Inventory");

                    (h)  all chattel paper, whether tangible,
     intangible, or electronic;

                    (i)  all investment property, whether
     certificated or uncertificated, and the dividends and
     distributions thereon or therefrom;

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                    (j)  all documents;

                    (k)  all certificates of deposit;

                    (l)  all money, cash and cash equivalents;

                    (m)  all deposit accounts;

                    (n)  all equipment, including all mechanisms,
     instrumentation, and the attachments, parts and accessories
     thereto and software embedded therein;

                    (o)  all motor vehicles and trailers, whether
     or not subject to a certificate of title or manufacturer's
     statement of origin (collectively, the "Motor Vehicles");

                    (p)  all commercial tort claims;

                    (q)  all software;

                    (r)  all fixtures;

                    (s)  all books, records, computer records,
     ledger cards, programs and other computer materials,
     customer and supplier lists, invoices, orders and other
     property at any time evidencing or relating to the
     Collateral (the "Records"); and

                    (t)  any and all additions, accessions,
     replacements and substitutions to or for any of the
     foregoing, any and all proceeds and products of any of the
     foregoing, and any insurance and the proceeds therefrom in
     any way relating to the foregoing.

     All terms used herein to describe Collateral and not defined
herein shall have the meaning given to them, if any, in the
Missouri Uniform Commercial Code.

          2.   LIABILITIES AND OBLIGATIONS SECURED.  The security
interests described herein are granted to Secured Party to secure
the performance and payment of any and all obligations and
liabilities of Debtor to Secured Party, and any amendments and
restatements thereof, and/or supplements thereto, including such
obligations that:  (a) are now existing or hereafter arising; (b)
are direct or indirect; (c) are absolute or contingent; (d) are
joint or several; (e) are primary or secondary; (f) are due or to
become due; (g)  include, without limitation, any renewals or
extensions thereof and substitutions of the foregoing obligations
and future advances; (h) Secured Party may advance or spend for
the maintenance or preservation of the Collateral; and (i) exist
under this Agreement (all such obligations and liabilities are
hereinafter collectively referred to as the "Secured
Obligations").  Secured Obligations include, but are not limited
to, all obligations of Debtor under the Credit Agreement and any
promissory notes, instruments, documents or agreements of any
kind executed in connection therewith.

          3.   REPRESENTATIONS AND WARRANTIES OF DEBTOR.   Debtor
represents and warrants as follows:

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                    (a)  All of the warranties and representations made by
     Debtor in the Credit Agreement are true and correct and are
     incorporated herein by reference.

                    (b)  Debtor's exact legal name is as set
     forth in the first paragraph of this Agreement.

                    (c)  Debtor's state of incorporation is
     Missouri (the "Debtor State").

                    (d)  Debtor has the power and authority to
     own and possess, and/or grant a security interest in the
     Collateral.

                    (e)  Debtor has the requisite corporate power and authority
     to enter into this Agreement and perform its obligations
     hereunder and under the Credit Agreement and the same have been
     duly authorized by all necessary corporate action on the part of
     Debtor, and, assuming this Agreement constitutes the valid and
     binding agreement of Secured Party, constitute valid and binding
     obligations of Debtor, enforceable against Debtor in accordance
     with its terms, except to the extent that the enforcement thereof
     may be limited by (i) bankruptcy, insolvency, reorganization,
     moratorium or other similar laws now or hereafter in effect
     relating to creditors' rights generally, and (ii) general
     principles of equity regardless of whether enforceability is
     considered in a proceeding in equity or at law.

                    (f)  Debtor is not a party to any agreement,
     instrument or undertaking, or subject to any other
     restriction (i) which materially or adversely affects, or
     may in the future so affect, the property, financial
     condition or business operations of Debtor, or (ii) under or
     pursuant to which Debtor is or will be required to place (or
     under which any other person or entity may place) a lien
     upon any of its properties to secure payment and/or
     performance of any liability or obligation, either upon
     demand or upon the happening of any condition or event, with
     or without demand.

                    (g)  The Collateral will be used primarily
     for business purposes other than farming.

                    (h)  The Collateral will not be misused,
     abused, wasted or allowed to deteriorate, except for the
     ordinary wear and tear of its primary use.

                    (i)  The Collateral (except for Collateral
     consisting of instruments or negotiable documents or
     documents of title all of which shall be held by Secured
     Party) will be kept only at such other location as may be
     consented to in writing by Secured Party, except for
     temporary removal consistent with such Collateral's ordinary
     primary use.

                    (j)  No financing statements covering any of
     the Collateral are on file in any public office except as
     may show Secured Party as the holder of a security interest
     in the Collateral.

                    (k)  Except for the security interest granted
     hereby, and any other security interests or leasehold
     interests granted by Debtor to Secured Party or disclosed

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     by Debtor on SCHEDULE 5.08 to the Credit Agreement, Debtor
     owns the Collateral free from any prior or adverse lien,
     charge, security interest or encumbrance.

                    (l)  No item of the Collateral is a part of
     or attached to any real property or fixtures or to any
     personal property not subject to this Security Agreement.

                    (m)  Debtor has sufficient rights in the
     Collateral to grant Secured Party the security interests
     described herein. Debtor has more than mere possession of
     the Collateral, and has the power and authority to own and
     possess the Collateral, subject only to the interest of
     Secured Party therein.

                    (n)  Debtor has, on the date hereof, or, as
     to Collateral acquired by Debtor after the date hereof will
     have, as soon as Debtor has rights therein, good and
     marketable title to the Collateral.

          4.   COVENANTS OF DEBTOR.  All of the covenants of
Debtor in the Credit Agreement are incorporated herein by
reference.  In addition, Debtor covenants and agrees that it
shall:

                    (a)  not reincorporate, change its state of
     incorporation from the Debtor State, change its name, change
     its form of existence or structure, or otherwise change its
     "location" as that term is defined in Article 9 of the
     Missouri Uniform Commercial Code, without first providing
     six (6) months written notice to Secured Party of any such
     change or modification;

                    (b)  if required by law or requested by
     Secured Party, execute in form satisfactory to Secured Party
     one or more financing statements pursuant to the applicable
     Uniform Commercial Code and such other documents and
     instruments as Secured Party may from time to time request
     to evidence, establish, perfect, or protect the security
     interest granted herein;

                    (c)  not permit any of the Collateral to
     become affixed to any real estate in any manner that would
     change its character from that of personal property to real
     property or a fixture, except in the ordinary course of its
     business;

                    (d)  not create or permit to be created or
     allow to exist any mortgage, pledge, encumbrance,
     agricultural lien, or other lien upon or security interest
     in any property or asset in which Debtor now has or
     hereafter acquires rights, except:  (i) such as exist and/or
     are granted to Secured Party hereunder or under any of the
     other agreement; (ii) mechanics', materialmen's, bankers',
     warehousemen's and similar liens arising in the ordinary
     course of business and securing obligations of Debtor that
     are not over due for a period of more than sixty (60) days
     and are being contested in good faith by appropriate
     proceedings diligently pursued; (iii) liens arising in
     connection with worker's compensation, unemployment
     insurance, pensions and social security benefits which are
     not over due or are being contested in good faith by
     appropriate proceedings diligently pursued; (iv) zoning
     restrictions, easements, licenses, restrictions on the use
     of real property or minor irregularities in title thereto,
     which do not materially detract from the

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     value or impair the use of such real property; or (v) liens
     arising in connection with a Permitted Telecommunication
     Asset Sale (as defined in the Credit Agreement);

                    (f)  not permit or suffer any levy,
     attachment or restraint to be made affecting any of its
     assets or Collateral or permit or suffer any receiver,
     trustee or assignee for the benefit of creditors, or any
     other custodian to be appointed to take possession of all or
     any of Debtor's assets or any of the Collateral;

                    (g)  not acquire any other business or make
     any loan, advance or extension of credit to, or investment
     in, any other person or entity, or create or participate in
     the creation of any Subsidiary or joint venture, except: (i)
     investments in:  bank repurchase agreements, savings
     accounts or certificates of deposit in a financial
     institution of recognized standing, obligations issued or
     fully guaranteed by the United States, and prime commercial
     paper maturing within ninety (90) days of the date of
     acquisition by Debtor; (ii) loans and advances made to
     employees and agents in the ordinary course of business,
     such as travel and entertainment advances and similar items;
     and (iii) investments shown on its financial records,
     provided that such investments shall not be increased;

                    (h)  not liquidate or dissolve, or merge with
     or into or consolidate with or into any other person or
     entity, or sell, lease, transfer or otherwise dispose of all
     or any substantial part of its property, assets or business
     (other than sales made in the ordinary course of business),
     amend, modify or supplement Debtor's certificate or articles
     of incorporation, bylaws, partnership agreement or other
     document evidencing the existence of Debtor as a legal
     entity;

                    (i)  not discount or sell with recourse, or
     sell for less than the face amount thereof, any of its notes
     or accounts receivable, whether now owned or hereafter
     acquired;

                    (j)  not guaranty or otherwise, in any way,
     become liable with respect to the obligations or liabilities
     of any person or entity, other than in connection with the
     endorsement of instruments or items for payment for deposit
     or collection in the ordinary course of its business;

                    (k)  defend the Collateral against all claims
     and demands of all persons at any time claiming the same or
     any interest therein;

                    (l)  not create any chattel paper without
     placing a legend on the chattel paper acceptable to Secured
     Party indicating that Secured Party has a security interest
     therein; and

                    (m)  notify Secured Party immediately, orally
     and in writing, of any event causing material loss or
     depreciation in value of the Collateral and the amount of
     such loss or depreciation and of any other event that
     materially affects the Collateral or Secured party's ability
     to collect the Secured Obligation therefrom.

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          5.   UCC-1 FINANCING STATEMENTS.

                    (a)  Debtor hereby authorizes Secured Party:
     (i) to file or record one or more financing statements in
     any location and in any jurisdiction where Secured Party
     deems it necessary or appropriate to perfect or give notice
     of the security interests granted herein; and (ii) to
     describe the collateral in any financing statement filed in
     the same manner as the Collateral is described in this
     Agreement, as "All Property" or "All Assets," and as any
     category of property set forth in the applicable version of
     Article 9 of the Uniform Commercial Code.

                    (b)  If applicable law requires Debtor to
     sign any financing statement for filing or recording
     purposes, Debtor hereby appoints Secured Party and any
     representative of Secured Party as Debtor's attorney and
     agent, with full power of substitution, to sign or endorse
     Debtor's name on any such financing statement, and Debtor
     authorizes Secured Party to file or record the same.

                    (c)  Debtor shall pay the cost of filing or
     recording the financing statements and other documents
     referred to above in this paragraph and this Security
     Agreement in all public offices where filing or recording is
     deemed by Secured Party to be necessary or desirable.

                    (d)  A photographic or other reproduction of
     this Security Agreement or any financing statement related
     hereto shall be sufficient as a financing statement in any
     jurisdiction where filing or recording of such a
     reproduction is permitted by law.

          6.   POSSESSION, CONSTRUCTIVE POSSESSION, OR CONTROL OF
CERTAIN COLLATERAL.

                    (a)  Debtor shall deliver all of the
     Collateral consisting of instruments,  negotiable documents,
     and documents of title to Secured Party concurrently with
     the execution of this Agreement or, as to any such
     Collateral in which Debtor acquires rights after the date
     hereof, as soon as Debtor has acquired rights therein.

                    (b)  To the extent such instruments,
     negotiable documents and documents of title are in the
     possession of a third party, Debtor shall cause such third
     party to execute an agreement in a form satisfactory to
     Secured Party consenting to hold such property as bailee for
     Secured Party to provide constructive possession of such
     property to Secured Party and acknowledging Secured Party's
     security in such collateral.

                    (c)  Debtor shall cooperate with Secured
     Party in obtaining control with respect to Deposit Accounts,
     Investment Property, Letter of Credit Rights, and electronic
     chattel paper.  Such cooperation shall include, but not be
     limited to causing third parties to execute one or more
     agreements acknowledging and consenting to Secured Party's
     security interest in such collateral in form and substance
     satisfactory to Secured Party (a "Control Agreement").

          7.   INSPECTIONS.  Secured Party may examine and
inspect the Collateral at any reasonable time or times wherever
it is located.  Secured Party may also examine and inspect any

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other property or premises of Debtor and Debtor's books and
records during normal business hours.

          8.   DELIVERY OF COLLATERAL SCHEDULE AND INFORMATION.
Debtor shall deliver to Secured Party within 10 days of a written
request (i) a schedule describing the Collateral and the location
thereof; (ii) a certificate executed by Debtor stating that no
default or Event of Default (as hereinafter defined) exists
hereunder or, if there is such a default or Event of Default,
specifying the nature and duration thereof and what action, if
any, Debtor is taking or proposes to take with respect thereto;
and (iii) promptly, such other data and information as to the
financial condition of Debtor or the Collateral as from time to
time may be requested by Secured Party.

          9.   NO SETOFFS, ETC.; WAIVER THEREOF.   As of the date
of this Agreement, Debtor agrees that there is no basis for set-
off, defense, or counterclaim against Secured Party in respect of
this Agreement and/or the Secured Obligations, and any such
setoffs, defenses, or counterclaims, to the extent they exist,
are hereby waived and released by Debtor.

          10.  EVENT OF DEFAULT.  The term "Event of Default" as
used herein shall mean any one or more of the following events:

                    (a)  Default in the payment or performance of
     any of the Secured Obligations when due;

                    (b)  Default in the performance of or
     compliance with any covenant or agreement of Debtor
     contained herein or in any other agreement or instrument
     evidencing or relating to any of  the Secured Obligations.

                    (c)  If any warranty, representation or
     statement made or furnished to Secured Party by or on behalf
     of Debtor, including without limitation any statement made
     by Debtor in any financial or credit statement or
     application for credit made prior to the date of this
     Security Agreement, proves to have been false or misleading
     in any respect when made or furnished;

                    (d)  If Secured Party shall receive at any
     time a report indicating that Secured Party's security
     interests granted hereunder in the Collateral are not prior
     in time and right to all other security interests or other
     interests indicated in such a report.

                    (e)  The insolvency, suspension of active
     business or business failure of or by Debtor;

                    (f)  The appointment of a receiver for, by,
     or against Debtor or any part of its property;

                    (g)  The assignment for the benefit of
     creditors of Debtor;

                    (h)  The commencement of a proceeding under
     any bankruptcy, insolvency, reorganization, arrangement or
     other law relating to the relief of debtors by or against
     Debtor; PROVIDED, HOWEVER, that if any such appointment or
     proceeding is initiated

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     without the consent or application of Debtor, such
     appointment or proceeding shall not constitute an Event of
     Default until the same shall have remained in effect for 30
     days;

                    (i)  The acceleration of the maturity of any
     liability or obligation of Debtor to anyone other than
     Secured Party;

                    (j)  The making of any levy, seizure warrant,
     or attachment of, on, or with respect to the Collateral or
     any portion thereof;

                    (k)  The loss, theft, damage, destruction or
     danger of misuse or confiscation of any material part of the
     Collateral;

                    (l)  The issuance of any injunction with
     respect to the use or sale of the Collateral or any portion
     thereof;

                    (m)  The service of any warrant of attachment
     or garnishment or the making or issuance of any lien, levy
     or similar process on or with respect to Debtor;

                    (n)  The dissolution of Debtor;

                    (o)  The failure by Debtor to satisfy any
     final judgment, decree or order against Debtor which has not
     been stayed or appealed within 30 days after entry thereof
     if, at the end of such 30-day period, there shall be
     undischarged any final judgment or judgments against Debtor
     for the payment of money which shall alone or in the
     aggregate exceed $100,000;

                    (p)  The occurrence of a default or Event of
     Default under any other agreement, instrument and/or
     document between Secured Party and Debtor, including,
     without limitation, the Credit Agreement, which is not cured
     within the time, if any, specified therefor in such other
     agreement, instrument and/or document; or

                    (q)  If Secured Party determines that the
     Secured Obligations are inadequately secured and that the
     prospect of the payment or performance of any of the Secured
     Obligations is impaired.

          11.  NOTIFICATION OF EVENT OF DEFAULT.  Debtor shall
immediately notify Secured Party of the occurrence of any of the
foregoing Events of Default.

          12.  SECURED PARTY'S RIGHTS AND REMEDIES UPON AN EVENT
OF DEFAULT.  Upon the occurrence of an Event of Default and at
any time thereafter, in addition to any other rights and remedies
of Secured Party however arising, Secured Party shall have the
right to:

                    (a)  notify the obligors on any or all
     proceeds of the Collateral consisting of accounts, chattel
     paper, general intangibles, contract rights, instruments,
     insurance policies, things in action or the like to make
     payment thereon directly to Secured Party, and Secured Party
     may demand, collect, receipt for, settle, compromise,
     adjust, sue for, foreclose or realize upon or with respect
     to such Collateral;

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                    (b)  take control of any or all proceeds constituting a part
     of the Collateral;

                    (c)  without notice or demand, declare any or
     all of the Secured Obligations immediately due and payable,
     notwithstanding any provision to the contrary contained in
     any agreement or instrument evidencing or relating to any of
     the Secured Obligations;

                    (d)  set off any deposits or other moneys due
     from Secured Party to Debtor against any of the Secured
     Obligations, whether or not the same is due and in any order
     of priority;

                    (e)  take possession of the Collateral;

                    (f)  require Debtor to assemble the
     Collateral and make it available to Secured Party at a place
     to be designated by Secured Party which is reasonably
     convenient to both parties, or, if Debtor fails or refuses
     to so assemble the Collateral, Secured Party may, and Debtor
     hereby authorizes and empowers Secured Party to, enter upon
     the premises wherever the Collateral may be in order to
     remove the same, and employ process of law (such as replevin
     or receivership) to obtain possession of the Collateral or
     dispossess Debtor of the Collateral, each without notice to
     Debtor or an opportunity to be heard, such notice being
     specifically waived by Debtor; and

                    (g)  sell, license, lease, or otherwise
     dispose of the Collateral, or any portion thereof (the
     "Foreclosure Sale").

          13.  FORECLOSURE SALE.

                    (a)  At any Foreclosure Sale, Secured Party
     may sell the Collateral without giving any warranties as to
     the Collateral.  Secured Party may specifically disclaim any
     warranties of title, possession, quiet enjoyment and the
     like without in any way affecting the commercial
     reasonableness of any such sale.

                    (b)  If Secured Party sells any of the
     Collateral upon credit, Debtor will be credited only with
     payments actually made by the purchaser, received by Secured
     Party, and applied to the indebtedness of the purchaser.  If
     the purchaser fails to pay for the Collateral, Secured Party
     may resell the Collateral and Debtor shall be credited with
     the proceeds of this subsequent sale.

                    (c)  If Secured Party purchases the
     Collateral at a Foreclosure Sale, the parties agree that the
     amount bid by Secured Party (the "Credit Bid") shall be
     deemed to be commercially reasonable if it is based on the
     lesser of the then owing Secured Obligation or a forced-
     liquidation appraisal conducted either internally by Secured
     Party or by an appraiser of Secured Party's choice.  The
     parties hereto agree that such a Credit Bid shall not be
     deemed to be significantly below the range of proceeds that
     would have been realized from a sale to an independent third
     person.

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                    (d)  Secured Party may comply with any applicable state or
     federal law requirements in connection with a disposition of the
     Collateral and compliance will not be considered adversely to
     affect the commercial reasonableness of any sale of the
     Collateral.

          14.  COSTS OF COLLECTION.  Secured Party's costs of
collection, enforcement and prosecution of its rights and
remedies hereunder or otherwise arising, whether or not involving
a case, action or other proceeding before any state or federal
court or other body, including without limitation attorneys' fees
and expenses, shall be borne solely by Debtor.

          15.  RISK OF LOSS.  Debtor bears all risk of loss of,
and with respect to, the Collateral.

          16.  WAIVERS.  Debtor:  (a) waives the right to direct
the application of any and all payments at any time or times
hereafter received by Secured Party on account of the Secured
Obligations, (b) agrees that Secured Party shall have the
continuing exclusive right to apply and reapply any and all such
payments in such manner as Secured Party may deem advisable,
notwithstanding any entry by Secured Party upon any of its books
and records; and (c) waives the right to seek a marshaling of any
of the Collateral.

          17.  PURSUIT OF COLLATERAL NOT REQUIRED.  Repossession
and/or liquidation of the Collateral are not a condition
precedent to a suit for an in personam judgment against Debtor
with respect to the Secured Obligations.  In its sole and
absolute discretion, Secured Party shall have the right to
realize on none, a portion of, or all of the Collateral in any
manner or order it deems appropriate.  Any failure of Secured
Party to pursue collection from the Collateral shall in no way
operate as a release, impairment or reduction of the obligation
of Debtor hereunder and shall not be a defense by Debtor in any
action brought by Secured Party against Debtor.  Secured Party
shall have no duty to:  (i) to repossess and/or liquidate the
Collateral; (ii) collect from the Collateral or any income
therefrom, including the proceeds of any insurance, or (iii)
pursue collection of the Secured Obligations from the Collateral.

          18.  NO NOVATION.   This Security Agreement is not
intended to be a novation of any prior security agreements
executed by the parties hereto.

          19.  SUCCESSORS AND ASSIGNS.  This Security Agreement
shall inure to the benefit of and shall be binding upon Debtor
and Secured Party and their respective successors and assigns,
and further shall bind all persons who become bound as a debtor
to this Agreement.

          20.  NOTICES.  Any demand upon or notice or other
communication to Debtor shall be effective if delivered by hand
delivery or deposited in the mails, postage prepaid, addressed to
Debtor at the address of Debtor set forth below, or, if Debtor
has notified Secured Party in writing of a change of address, to
the last address of which Secured Party has been so notified.

          21.  GOVERNING LAW.  This Security Agreement shall be
governed by and construed in accordance with the laws of the
State of Missouri.

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          22.  EXCLUSIVE JURISDICTION AND CONSENT TO SERVICE OF
PROCESS.  THE PARTIES AGREE THAT ANY ACTION ARISING OUT OF OR
RELATING TO THIS AGREEMENT, THE CREDIT AGREEMENT, THE COLLATERAL,
THE TRANSACTIONS CONTEMPLATED HEREBY, OR ANY OTHER DOCUMENT
ENTERED INTO BY DEBTOR OR SECURED PARTY IN CONNECTION WITH SUCH
TRANSACTIONS SHALL BE INSTITUTED IN A FEDERAL COURT SITTING IN
MISSOURI OR STATE COURT SITTING IN MISSOURI, WHICH SHALL BE THE
EXCLUSIVE VENUE OF ANY SUCH ACTION.  EACH PARTY WAIVES ANY
OBJECTION WHICH SUCH PARTY MAY NOW OR HEREAFTER HAVE TO THE
LAYING OF VENUE OF ANY SUCH ACTION, AND IRREVOCABLY CONSENTS AND
SUBMITS TO THE JURISDICTION OF ANY SUCH COURT (AND THE
APPROPRIATE APPELLATE COURTS) IN ANY SUCH ACTION.  ANY AND ALL
SERVICE OF PROCESS AND ANY OTHER NOTICE IN ANY SUCH ACTION SHALL
BE EFFECTIVE AGAINST SUCH PARTY WHEN TRANSMITTED IN ACCORDANCE
WITH SECTION 20.  NOTHING CONTAINED HEREIN SHALL BE DEEMED TO
AFFECT THE RIGHT OF ANY PARTY TO SERVE PROCESS IN ANY MANNER
PERMITTED BY LAW.

          23.  SURVIVAL.  If any provision of this Security
Agreement is contrary to, prohibited by or deemed invalid under
applicable laws or regulations, such provision shall be
inapplicable and deemed omitted to the extent so contrary,
prohibited or invalid, but the remainder hereof shall not be
invalidated thereby and  shall be given effect so far as
possible.  If any provision of this Security Agreement is
contrary to, prohibited by or deemed invalid under the applicable
laws or regulations of any jurisdiction, such provision shall not
thereby be rendered invalid in any other jurisdiction.

          24.  MULTIPLE COUNTERPARTS.  This Security Agreement
may be executed in any number of counterparts, each of which
shall be deemed to be an original and all of which shall
constitute but one and the same instrument.

          25.  FACSIMILE EXECUTION.  This Agreement may be
executed by facsimile signatures which shall be deemed to have
the same force and effect as original signatures.

          26.  HEADINGS.  The headings used in this Security
Agreement are for convenience of reference only and shall in no
way define, limit or describe the scope or intent of any
provision of this Security Agreement.

          27.  WAIVER OF JURY TRIAL. THE PARTIES HERETO MUTUALLY,
EXPRESSLY, IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY
FOR ANY PROCEEDINGS ARISING OUT OF, UNDER OR IN CONNECTION WITH
THIS AGREEMENT, OR ANY OTHER DOCUMENT ENTERED INTO BY DEBTOR AND
SECURED PARTY IN CONNECTION WITH THIS TRANSACTION, OR ANY CONDUCT
RELATING TO THIS AGREEMENT OR THE LOANS MADE HEREUNDER OR THE
DEBTOR-CREDITOR RELATIONSHIP ESTABLISHED HEREBY, INCLUDING WITH
REGARD TO ANY COUNTERCLAIMS, CAUSES OF ACTION, AND DEFENSES
WHETHER BASED IN CONTRACT OR TORT OR OTHERWISE.  THIS WAIVER IS
GRANTED IN THE INTEREST OF AVOIDING DELAYS AND EXPENSES
ASSOCIATED WITH JURY TRIALS.   THE PARTIES HERETO ACKNOWLEDGE
THAT THEY HAVE

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<PAGE>

BEEN INDUCED TO ENTER INTO THIS AGREEMENT IN PART BY THE
PROVISIONS OF THIS PARAGRAPH.

          IN WITNESS WHEREOF, the parties hereto have executed
this Security Agreement on the day and year first above written.

     SECURED PARTY:

     By:   /s/ Mark R. Schroeder
           Name:  Mark R. Schroeder
           Title:  President
           Address:  10740 Nall, Suite 230
                     Overland Park, KS  66211


     DEBTOR:

     By:   /s/ Gary W. Douglass
           Name:  Gary W. Douglass
           Title:  SVP & CFO
           Address:  8112 Maryland Ave.
                     St. Louis, MO 63105

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