<PAGE>

                                                                    Exhibit 10.2

This instrument prepared /
by and after recording   /
return to:          /
Charlene R. Branda       /
American National Bank   /
Division 503        /
120 S. LaSalle Street    /
Chicago, IL  60603       /


================================================================================

                            AMERICAN NATIONAL BANK
                         AND TRUST COMPANY OF CHICAGO

                                   MORTGAGE
                                   --------

     THIS MORTGAGE is effective as of this 29th day of June, 1999 by and between
Quantum Leap Communications, Inc., a Delaware corporation, (hereinafter referred
to as "Mortgagor") and American National Bank and Trust Company of Chicago, a
national banking association, (hereinafter referred to as "Mortgagee").

                                  WITNESSETH

     WHEREAS, to secure the payment of (i) an indebtedness in the amount of TWO
MILLION TWO HUNDRED FORTY AND NO/100 DOLLARS ($2,240,000.00), to be paid with
interest thereon evidenced by a certain Installment Note (Secured) bearing even
date executed by Mortgagor and any amendments, modifications, extensions,
renewals, or replacements thereof and (ii) an indebtedness in the amount of TEN
MILLION AND NO/100 DOLLARS ($10,000,000.00), to be paid with interest thereon
evidenced by a certain Promissory Note (Secured) dated June 25, 1999 executed by
Leapnet, Inc., YAR Communications, Inc., Quantum Leap Communications, Inc. and
The Leap Partnership, Inc. ("Borrower") and any amendments, modifications,
extensions, renewals, or replacements thereof (herein collectively referred to
as the "Note") and notwithstanding anything to the contrary contained in this
Mortgage, the amount secured by this Mortgage, including all other present and
future, direct and indirect obligations and liabilities of Mortgagor and
Borrower, shall not exceed the principal sum of two times the principal amount
of the Notes at any one time outstanding, and pursuant to authority granted by
its Board of Directors, Mortgagor hereby mortgages, conveys, transfers and
grants unto Mortgagee, its successors and assigns forever, Real Estate, and all
improvements thereon, situated in the County of Cook, State of Illinois,
(hereinafter referred to as the "Mortgaged Property" or "Premises") legally
described in Exhibit "A" attached hereto and by this reference made a part
hereof; and

     WHEREAS, this Mortgage shall secure any and all amendments, modifications,
extensions, renewals or replacements of the whole or any part of the
indebtedness hereby secured, however evidenced, with interest at such lawful
rate as may be agreed upon and any such renewals or extensions of any change in
the terms or rate of interest shall not impair in any manner the validity of or
priority of this Mortgage, or release the Mortgagor from personal liability for
the indebtedness hereby secured.

     TOGETHER, with all buildings, and improvements now or hereafter thereto
belonging upon the Mortgaged Property or any part thereof and all fixtures now
or hereafter installed including, but not limited to, all lighting, cooling,
ventilating, air conditioning, plumbing, sprinklers, communications, electrical
systems and the equipment pertaining thereto together with the rents, issues,
profits and leases of the Mortgaged Property.

     TO HAVE AND HOLD the premises unto said Mortgagee, its successors and
assigns, forever, for the purpose and uses set forth herein.


                            I. MORTGAGOR COVENANTS
<PAGE>

     Mortgagor represents to and covenants with Mortgagee that Mortgagor holds
fee simple title to the Mortgaged Property, free and clear of any and all liens
and encumbrances except for Mortgage to Nanofast, Inc., and Mortgagor has the
power and authority to mortgage the Mortgaged Property.

     Mortgagor shall maintain or cause to be maintained the Mortgaged Property
in good repair, working order, and condition and make or cause to be made, when
necessary, all repairs, renewals, and replacements, structural, non-structural,
exterior, interior, ordinary and extraordinary. Mortgagor shall refrain from and
shall not permit the commission of waste in or about the Mortgaged Property and
shall not remove, demolish, alter, change or add to the structural character of
any improvement at any time erected on the Mortgaged Property without the prior
written consent of Mortgagee, except as hereinafter otherwise provided.
Mortgagor covenants and agrees that in the ownership, operation and management
of the Premises Mortgagor will observe and comply with all applicable federal,
state and local statutes, ordinances, regulations, orders and restrictions. If
this Mortgage is on a condominium or a planned unit development, Mortgagor shall
perform all of Mortgagor's obligations under the declaration of covenants
creating or governing the condominium or planned unit development, the by-laws
and regulations of the condominium or planned unit development, and constituent
documents. Mortgagee shall have the right at any time, and from time to time, to
enter the Premises for the purpose of inspecting the same.

                                 II. INSURANCE

     Mortgagor shall at all times keep the Mortgaged Property, including all
buildings, improvements, fixtures and articles or personal property now or
hereafter situated on the Premises insured against loss or damage by fire and
such other hazards as may reasonably be required by Mortgagee, including without
limitation: (a) all-risk fire and extended coverage insurance, with vandalism
and malicious mischief endorsements, for the full replacement value of the
Premises; in an agreed amount, with inflation guard endorsement; (b) if there
are tenants under leases at the Premises, rent or business loss insurance for
the same perils described in (a) above payable at the rate per month and for the
period specified from time to time by Mortgagee; (c) boiler and sprinkler damage
insurance in an amount reasonably satisfactory to Mortgagee, if and so long as
the Premises shall contain a boiler and sprinkler system, respectively; (d) if
the Premises are located in a flood hazard district, flood insurance whenever in
the opinion of Mortgagee such protection is necessary and available; and (e)
such other insurance as Mortgagee may from time to time reasonably require.
Mortgagor also shall at all times maintain comprehensive public liability,
property damage and workmen's compensation insurance covering the Premises and
any employees thereof, with such limits for personal injury, death and property
damage as Mortgagee may reasonably require. All policies of insurance to be
furnished hereunder shall be in forms, companies, amounts and deductibles
reasonably satisfactory to Mortgagee, with mortgage clauses attached to all
policies in favor of and in form satisfactory to Mortgagee, including a
provision requiring the coverage evidenced thereby shall not be terminated or
materially modified without thirty (30) days prior written notice to Mortgagee.
Mortgagor shall deliver all policies, including additional and renewal policies,
to Mortgagee, and, in the case of insurance about to expire, shall deliver
renewal policies not less than thirty (30) days prior to their respective dates
of expiration.

     Mortgagor shall not take out separate insurance concurrent in form of
contributing in the event of loss with that required to be maintained hereunder
unless Mortgagee is included thereon under a standard mortgage clause acceptable
to Mortgagee. Mortgagor immediately shall notify Mortgagee whenever any such
separate insurance is taken out and promptly shall deliver to Mortgagee the
policy or policies of such insurance.

     In the event of loss Mortgagor will give immediate notice by mail to
Mortgagee, who may make proof of loss if not made promptly by Mortgagor, and
each insurance company concerned is hereby authorized and directed to make
payment for such loss directly to Mortgagee instead of to Mortgagor and
Mortgagee jointly, and the insurance proceeds, or any part thereof, shall be
applied by Mortgagee to the restoration or repair of the property damaged. In
the event of foreclosure of this Mortgage, all right, title and interest of
Mortgagor in and to any insurance policies then in force shall pass to the
purchaser at the foreclosure sale. Mortgagor shall furnish Mortgagee, without
cost to Mortgagee, at the request of Mortgagee, from time to time, evidence of
the replacement value of the Premises.

     If Mortgagor fails to keep the Mortgaged Property insured in accordance
with the requirements of the Loan Documents, Mortgagee shall have the right, at
its option, to provide for such insurance and pay the premiums thereof, and any
amounts paid thereon by the Mortgagee shall bear interest at the Default Rate
(as herein defined) from the date of payment.
<PAGE>

     Unless Mortgagor provides Mortgagee with evidence of the insurance coverage
required by this Mortgage, Mortgagee may purchase insurance at Mortgagor's
expense to protect Mortgagee's interests in the Mortgaged Property. This
insurance may, but need not, protect Mortgagor's interests. The coverage that
Mortgagee purchases may not pay any claim that Mortgagor makes or any claim that
is made against Mortgagor in connection with the Mortgaged Property. Mortgagor
may later cancel any insurance purchased by Mortgagee, but only after providing
Mortgagee with evidence that Mortgagor has obtained insurance as required by
this Mortgage. If Mortgagee purchases insurance for the Mortgaged Property,
Mortgagor will be responsible for the costs of that insurance, including
interest and other charges Mortgagee may impose in connection with the placement
of the insurance, until the effective date of the cancellation or expiration of
the insurance. The costs of the insurance may be added to Mortgagor's total
outstanding balance or obligation. The costs of the insurance may be more than
the cost of the insurance Mortgagor is able to obtain on its own.

                     III. PAYMENT OF TAXES AND ASSESSMENTS

     Mortgagor shall pay before any penalty or interest attaches all general
taxes, special taxes, special assessments, water charges, sewer service charges,
and all other liens or charges levied or assessed against the Premises of any
nature whatsoever when due, and shall furnish to Mortgagee duplicate receipts of
payment therefor. If any special assessment is permitted by applicable law to be
paid in installments, Mortgagor shall have the right to pay such assessment in
installments, so long as all such installments are paid prior to the due date
thereof. With respect to any tax or assessment which Mortgagor may desire to
contest, Mortgagor shall pay such tax or assessment in full under protest in
order to prevent a default under this Mortgage on account thereof.

                       IV. FUNDS FOR TAXES AND INSURANCE

     If required by Mortgagee, Mortgagor shall pay to Mortgagee, at the times
provided in said Note for payment of installments of principal and interest, and
in addition thereto, installments of taxes and assessments to be levied upon the
Premises, and installments of the premiums that will become due and payable to
renew the insurance hereinabove provided; said installments to be substantially
equal and to be in such amount as will assure to Mortgagee that not less than
thirty (30) days before the time when such taxes and premium respectively become
due, Mortgagor will have paid to Mortgagee a sufficient amount to pay such taxes
and premiums in full. Said amounts paid to Mortgagee hereunder need not be
segregated or kept in a separate fund and no interest shall accrue or be payable
thereon. Said amounts shall be held by Mortgagee as additional security for the
indebtedness secured hereby. Said amount shall be applied to the payment of said
taxes, assessments and insurance premiums when the same become due and payable;
provided, however, that Mortgagee shall have no liability for any failure to so
apply said amounts for any reason whatsoever. Nothing herein contained shall in
any manner limit the obligation of Mortgagor to pay taxes and to maintain
insurance as above provided. In the event of any default by Mortgagor, Mortgagee
may, at its option but without any obligation on its part so to do, apply said
amount upon said taxes, assessments and insurance premiums, and/or toward the
payment of any amounts payable by Mortgagor to Mortgagee under the Mortgage
and/or toward the payment of the indebtedness secured hereby or any portion
thereof, whether or not then due or payable. Mortgagee shall not require
payments hereunder so long as Mortgagor makes timely payment of taxes and
insurance and provides Mortgagee with evidence of same.

                     V. PROTECTION OF MORTGAGEE'S SECURITY

     If default be made in the payment of any of the aforesaid taxes or
assessments or in making repairs or replacements or in procuring and maintaining
insurance and paying the premiums therefore, or in keeping or performing any
other covenant of Mortgagor herein, Mortgagee may, at its option and without any
obligation on its part so to do, pay said taxes and assessments, make such
repairs and replacements, effect such insurance, pay such premiums, and perform
any other covenant of Mortgagor herein. All amounts expended by Mortgagee
hereunder shall be secured hereby and shall be due and payable by Mortgagor to
Mortgagee forthwith on demand with interest thereon at the rate applicable under
the Note from the date of such expenditure.

                VI. REIMBURSEMENT FOR MORTGAGEE'S LEGAL EXPENSE

     In the event that Mortgagee is made a party to any suit or proceedings by
reason of the interest of Mortgagee in the Premises, Mortgagor shall reimburse
Mortgagee for all costs and expenses, including attorney's fees, incurred by
Mortgagee in connection therewith, whether or not said proceeding or suit ever
goes to trial. All amounts incurred by Mortgagee hereunder shall be secured
hereby and shall be due and payable by Mortgagor to Mortgagee forthwith on
demand with interest thereon at the rate applicable under the Note from the date
of such expenditure.
<PAGE>

                           VII. FINANCIAL STATEMENTS

     Throughout the term of the Mortgage, Mortgagor shall cause to be furnished
to Mortgagee such financial information concerning the Mortgagor as Mortgagee
may reasonably request from time to time, the reasonably free access to the
Mortgaged Property and to inspect all work done and materials furnished in
connection with the Mortgaged Property, and to inspect all books, records and
contracts of Mortgagor relating to the Mortgaged Property.

                              VIII. CONDEMNATION

     If all or any part of the Mortgaged Property is damaged, taken or acquired,
either temporarily or permanently, in any condemnation proceeding, or by
exercise of the right of eminent domain, the amount of any award or other
payment for such taking or damages made in consideration thereof, to the extent
of the full amount of the remaining unpaid indebtedness secured by this
instrument, is hereby assigned to Mortgagee, who is empowered to collect and
receive the same and to give proper receipts therefor in the name of Mortgagor
and the same shall be paid forthwith to Mortgagee, who shall release any such
award or monies so received or apply the same in whole or in part, after the
payment of all expenses, including reasonable costs and attorney's fees, to the
restoration or repair of the property damaged, if the property can be restored
or repaired to constitute a complete architectural unit. In the event the said
property cannot be restored or repaired to constitute a complete architectural
unit, then such award or monies received after the payment of expenses of
Mortgagee as aforesaid shall be applied on account of the unpaid principal
balance of the Note, irrespective of whether such principal balance is then due
and payable. Furthermore, in the event such award or monies so received shall
exceed the cost of restoration or repair of the property and expenses of
Mortgagee as aforesaid, then such excess monies shall be applied on account of
the unpaid principal balance of the Note, irrespective of whether such principal
balance is then due and payable.

                             IX. EVENTS OF DEFAULT

     Each of the following shall constitute an "Event of Default" for purpose of
this Mortgage:

     (A)  Failure to make prompt payment, when due, of any payment of principal
          or interest under the Note and such failure to pay remains unremedied
          for a period of seven (7) days.

     (B)  Failure to promptly perform or observe any other covenant, promise,
          term or agreement contained in the Mortgage, Note, assignment or parts
          of any other loan document executed in connection with this loan
          transaction and such failure remains unremedied for a period of seven
          (7) days.

     (C)  Any sale, agreement, transfer, lease, agreement to transfer, grant of
          security interest, mortgage, or other encumbrance or alienation of any
          interest in the Mortgaged Property without the prior written consent
          of Mortgagee.

     (D)  Failure to make prompt payment, when due, of any payment of principal
          or interest under any agreement, loan documents, notes or instrument
          now or hereafter delivered to Mortgagee.

     (E)  The commencement of any petition in Bankruptcy, whether voluntary or
          involuntary by or against Mortgagor or if Mortgagor is adjudicated
          bankrupt or insolvent or files any petition or answer seeking
          restoration, assignment, composition, liquidation or similar relief
          under the present or any future Federal or state law or seeks or
          covenants to acquiesces in the appointment of any trustee, receiver,
          or similar officer of Mortgagor, regarding the Mortgaged Property.

     (F)  Any material adverse change in the financial condition of Mortgagor or
          any Guarantor of this Mortgage or the Note.

                     X. MORTGAGEE'S DETERMINATION OF FACTS

     Mortgagee will at all times be free independently to establish to its
satisfaction and in its absolute discretion the existence or nonexistence of any
fact or facts, the existence or nonexistence of which is a condition, warranty
or covenant of this Mortgage or in any other loan documents.
<PAGE>

                       XI. ACCELERATION AND DEFAULT RATE

     If an Event of Default occurs, Mortgagee may, at its option, declare the
whole of the indebtedness hereby secured to be immediately due and payable
without notice to Mortgagor. Then, at any time thereafter, at the sole option of
Mortgagee, the principal balance and accrued interest on the Note shall become
immediately due and payable, and any other sums secured hereby shall become
immediately due and payable. All sums coming due and payable hereunder shall
bear interest, after acceleration, at the Default Rate, which shall mean the
interest rate stated in the Note plus three percent (3%) per annum and shall
constitute additional indebtedness secured by this Mortgage. After any such
Event of Default, Mortgagee may institute or cause to be instituted, proceedings
for the realization of its rights under this Mortgage or any other loan
documents.

                 XII. RIGHTS, POWERS AND REMEDIES OF MORTGAGEE

     When the indebtedness hereby secured, or any part thereof, shall become
due, whether by acceleration or otherwise, Mortgagee may at its election:

     (A)  Foreclose this Mortgage by legal action, as provided by Illinois
          Statutes and this paragraph shall further authorize a power of sale as
          provided by said statutes.

     (B)  Enter upon and take possession of the Mortgaged Property with the
          irrevocable consent of Mortgagor as granted and evidenced by execution
          of this Mortgage.  As Mortgagee in possession, Mortgagee may hold,
          operate, manage and control the Mortgaged Property and conduct
          business, if any, either personally or by its agents.  The Mortgagee
          may collect rents and lease the Mortgaged Property, cancel or modify
          existing leases and generally exercise all powers and rights
          customarily incident to ownership.  Mortgagee may pay out of any rents
          collected, taxes, insurance, conversions, fees and any expenses
          attributable to the Mortgaged Property.

     (C)  Upon, or at any time after the filing of a complaint or petition to
          foreclose this Mortgage, Mortgagee may apply to the court for
          appointment of a receiver of the Mortgaged Property.  Such receiver
          shall have the power to collect the rents, issues and profits of the
          Mortgaged Property during the pendency of the foreclosure suit up to
          and after any sale of the Mortgaged Property.  The court may authorize
          the receiver to apply net income from management and control of the
          Mortgaged Property in whole or in part to the indebtedness secured
          hereby or to any tax or special assessment which may be or become
          superior to the lien hereof.

                          XIII. CROSS-DEFAULT CLAUSE

     Any default by Mortgagor in the performance or observance of any covenant,
promise, condition or agreement hereof shall be deemed an Event of Default under
each of the loan documents, entitling Mortgagee to exercise all or any remedies
available to Mortgagee under the terms of any or all loan documents, and any
default or Event of Default under any other loan document, relating to any of
Mortgagor's obligations to Mortgagee, shall be deemed a default hereunder,
entitling Mortgagee to exercise any or all remedies provided for herein. Failure
by Mortgagee to exercise any right which it may have hereunder shall not be
deemed a waiver thereof unless so agreed in writing by Mortgagee, and the waiver
by Mortgagee of any default by Mortgagor hereunder shall not constitute a
continuing waiver of any other default or of the same default in the future.

                             XIV. BUSINESS PURPOSE

     Mortgagor covenants that the proceeds of the loan evidenced by the Note and
secured by this Mortgage will be used for the purposes specified in Paragraph
(1) (C) of 815 ILCS 205/4, and that the principal obligation constitutes a
business loan which comes within the purview of said statute.

                           XV. WAIVER OF REDEMPTION

     (A)  Mortgagor hereby waives all rights of redemption and/or equity of
redemption which exist by statute or common law for sale under any order or
decree of foreclosure of this Mortgage on its own behalf and on behalf of each
and every person, beneficiary or any other entity, except decree or judgment
creditors of Mortgagor who may acquire any interest in or title to the Mortgaged
Property or the trust estate subsequent to the date hereof.
<PAGE>

     (B)  Mortgagor hereby waives the benefit of all appraisement, valuation,
stay, or extension laws now or hereafter in force and all rights of marshaling
in the event of any sale hereunder of the Mortgaged Property or any part thereof
or any interest therein.

     (C)  Mortgagor hereby waives the benefit of any rights or benefits provided
by the Homestead Exemption laws, if any, now or hereafter in force.

                     XVI. MORTGAGEE'S RIGHT OF INSPECTION

     Mortgagee and/or its representative shall have the right to inspect the
Mortgaged Property at all reasonable times and access thereto shall be permitted
for that purpose.

                           XVII. FURTHER INSTRUMENTS

     Upon request of Mortgagee, Mortgagor will execute, acknowledge and deliver
all such additional instruments and further assurances of title and will do or
cause to be done all such further acts and things as may reasonably be necessary
fully to effectuate the intent of this Mortgage.

                                XVIII. NOTICES

     Any notice, demand, requests or other communication desired to be given or
required pursuant to the terms hereof shall be in writing and shall be delivered
by personal service or sent by registered or certified mail, return receipt
requested, postage prepaid, addressed as follows or to such other address as the
parties hereto may designate in writing from time to time:

          Mortgagor:     Quantum Leap Communications, Inc.
                         22 West Hubbard Street
                         Chicago, Illinois 60610

                         Attn. Robert C. Bramlette

          Mortgagee:     American National Bank and Trust Company of Chicago
                         120 South LaSalle Street
                         Chicago, Illinois  60603

                          XIX. SUCCESSORS AND ASSIGNS

     This Mortgage and all provisions hereof shall run with the Mortgaged
Property and shall be binding upon and enforceable against Mortgagor and its
permitted successors, grantees and assigns, any subsequent owner or owners of
the Premises who acquire the Premises subject to this Mortgage and all persons
claiming under or through Mortgagor, and the word "Mortgagor" when used herein
shall include all such persons and all persons liable for the payment of the
indebtedness or any part thereof, whether or not such persons shall have
executed the Note or this Mortgage. This Mortgage and all provisions hereof
shall inure to the benefit of Mortgagee, its successors and assigns and any
holder or holders, from time to time, of the Note.

     All of the covenants and conditions hereof shall run with the land and
shall be binding upon and inure to the benefit of the successors and assigns of
Mortgagor and Mortgagee, respectively, and all persons claiming through or under
them. Any reference herein to Mortgagee shall include the successors and assigns
of Mortgagee. Mortgagor shall not assign its interest without the prior written
consent of Mortgagee.
<PAGE>

                           XX. ENVIRONMENTAL MATTERS

     (A) Mortgagor hereby represents and warrants to the Mortgagee that neither
Mortgagor, nor any of their affiliates or subsidiaries, nor, to the best of
Mortgagor's knowledge, any other person or entity, has ever caused or permitted
any Hazardous Material to be placed, held, located or disposed of in, under or
at the Premises or any part thereof, and that the Premises has never been used
by Mortgagor, or any other affiliates or subsidiaries, or, to the best of
Mortgagor's knowledge, by any other person or entity, as a temporary or
permanent dump or storage site for any Hazardous Material. "Hazardous Material"
means any hazardous, toxic, or dangerous waste, substance or material defined as
such in (or for purposes of) the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended, any so-called "Superfund" or
"Superlien" law, or any other federal, state or local statute, law, ordinance,
code, rule, regulation, order of decree regulating, relating to or imposing
liability or standards on conduct concerning any hazardous, toxic or dangerous
waste, substance or material, as now or at any time hereafter in effect.

     (B)  Without limitation on any other provision hereof, Mortgagor hereby
agrees to indemnify and hold Mortgagee harmless from and against any and all
losses, liabilities, damages, injuries, costs, expenses and claims of any kind
whatsoever including, without limitation, any losses, liabilities, damages,
injuries, costs, expenses or claims asserted or arising under any of the
following (collectively, "Environmental Laws"): The Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended, any so-called
"Superfund" or "Superlien" law, or any other federal, state or local statute,
law, ordinance, code, rule, regulation, order or decree, now or hereafter in
force, regulating, relating to, or imposing liability or standards on conduct
concerning any Hazardous Material paid, incurred, suffered by or asserted
against Mortgagee as a direct or indirect result of any of the following
regardless of whether or not caused by, or within the control of Mortgagor: (i)
the presence of any Hazardous Material on or under, or the escape, seepage,
leakage, spillage, discharge, emission, discharging or release of any Hazardous
Material from (a) the Premises or any part thereof, or (b) any other real
property in which Mortgagor or any of their affiliates or subsidiaries holds any
estate or interest whatsoever (including, without limitation, any property owned
by a land trust the beneficial interest in which is owned, in whole or in part,
by the beneficiary of any of its affiliates or subsidiaries), or (ii) any liens
against the Premises permitted or imposed by environmental laws, or any actual
or asserted liability or obligations of Mortgagor or any of their affiliates or
subsidiaries under any environmental laws, or (iii) any actual or asserted
liability or obligations of Mortgagor or any of its affiliates or subsidiaries
under any environmental law relating to the Premises.

     (C)  Mortgagor hereby agrees to comply with all applicable environmental
laws, rules and regulations related to hazardous wastes, materials and
substances.

     (D)  Mortgagor hereby agrees to notify Mortgagee, in writing, immediately
after Mortgagor has actual or constructive notice of the release of any
hazardous waste, material or substances onto Mortgaged Property and to take
prompt and diligent remedial action.

                           XXI. REMEDIES CUMULATIVE

     The rights and remedies herein provided are cumulative and Mortgagee may
recover judgment on the Note, issue execution therefor, and resort to every
other right or remedy available at law or in equity, without first exhausting
and without affecting or impairing the security or any right or remedy afforded
by this Mortgage and no enumeration of special rights or powers by any provision
of this Mortgage shall be construed to limit any grant of general rights or
powers, or to take away or limit any and all rights granted to or vested in the
Mortgagee by virtue of the laws of Illinois.

                XXII. INCORPORATION OF UNIFORM COMMERCIAL CODE

     To the extent that this instrument may operate as a security agreement
under the Uniform Commercial Code, Mortgagee shall have all rights and remedies
conferred therein for the benefit of a secured party (as said term is defined in
the Uniform Commercial Code).

     IN WITNESS WHEREOF, this Mortgage is effective as of the day and year first
above written.

QUANTUM LEAP COMMUNICATIONS, INC., a Delaware corporation

By:  /s/ Robert C. Bramlette, Vice President
     ---------------------------------------