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                                                                    Exhibit 10.3

                                                          American National Bank
                                                    and Trust Company of Chicago

                          CONTINUING PLEDGE AGREEMENT

PLEDGE:  To induce AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, a
national banking association (the "Bank"), of 120 South LaSalle Street, Chicago,
Illinois 60603 at its option, to make loans, extend or continue credit or some
other benefit, including guaranties, letters of credit and foreign exchange
contracts, present or future, direct or indirect, and whether several, joint or
joint and several (referred to collectively as "Liabilities"), to the
undersigned and its successors (the "Pledgor" and/or "Borrower"), and because
the Pledgor has determined that executing this Pledge is in its interest and to
its financial benefit, the Pledgor pledges and transfers to the Bank, and grants
the Bank a continuing security interest in the property listed below under the
heading "Schedule of Collateral" (the "Collateral").  If the Collateral consists
of securities, the grant includes any stock rights, stock dividends, liquidating
dividends, new securities and other property to which the Pledgor may become
entitled because it owns the Collateral.  The Pledgor has transferred the
securities to the Bank.  In the event the transfer is not complete, the Pledgor
will complete it within 10 days.  This security interest shall secure all
Liabilities and includes principal, interest, expenses, reasonable attorneys'
fees, and all other costs of collection.  The Pledgor agrees to hold the Bank
harmless from any liability caused by its reliance on this Pledge.

SCHEDULE OF COLLATERAL:

Any and all right, title and interest in Investment Property held in American
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National Bank and Trust Company of Chicago Safekeeping Account No. 324375
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including substitutions, replacements, additions and proceeds.  Any securities
or other property of the Pledgor at any time in the custody, possession or
control of the Bank shall also constitute Collateral unless the Bank holds such
property solely in a fiduciary capacity.

WARRANTIES AND COVENANTS:  The Pledgor warrants it owns the Collateral free and
clear of any liens.  The Pledgor will not attempt to sell or assign the
Collateral or create any lien or claim against it.  The Pledgor agrees to
reimburse the Bank, on demand, for any amounts paid or advanced by the Bank for
the purpose of preserving all or any part of the Collateral.  The Bank shall
exercise reasonable care in the custody and preservation of the Collateral to
the extent required by applicable statute.  The Bank shall use its best efforts
to take any action the Pledgor may reasonably request in writing, but the
failure to do so shall not be construed as a failure to exercise reasonable
care.

REGISTRATION RIGHTS:  If any of the collateral consists of securities not
registered under the Securities Act of 1933, and the issuer proposes to register
any of its securities, the Pledgor will give the Bank notice of that fact.  In
addition, and at no cost to the Bank, the Pledgor will use its best efforts to
induce the issuer to register the pledged securities so that they may be
disposed of by public sale or other public disposition.  Upon the completion of
registration, the Pledgor will deliver certificates without any restrictive
legend in exchange for the unregistered securities.  The Pledgor indemnifies and
holds the Bank harmless against any loss, claim, damage or liability arising out
of the registration process, and will reimburse the Bank for any legal or other
expenses incurred by the Bank as a result.

INSTRUCTIONS REGARDING THE COLLATERAL:  The Bank may act upon any instructions
given by the Pledgor whether in writing or not, with regard to additions or
substitutions or sale or other disposition of the Collateral and its proceeds.
The Pledgor agrees that any additions to, substitutions for or proceeds of the
Collateral that it receives will be held for the Bank's benefit and turned over
to the Bank.  The Pledgor also gives the Bank permission to have the Collateral
or any part of it transferred to or registered in the Bank's name or in the name
of any other person or business entity with or without designation of the
capacity of that nominee, and will hold the bank harmless from any liability or
responsibility  that might result.  In furtherance of the Bank's rights under
this Pledge, the Pledgor irrevocably appoints the Bank as its attorney-in-fact,
with full power of substitution.

CONTINUED RELIANCE:  The Bank may continue to make loans or extend credit to the
Borrower based on this Pledge until it receives written notice of termination
from the Pledgor.  That notice shall be effective at the opening of the Bank for
business on the third business day after receipt of the notice.  The termination
will not affect any of

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the rights given to the Bank in this Pledge with respect to any of the
Liabilities that were created, assumed or committed to prior to the effective
date of the termination, and all subsequent renewals, extensions, modifications
and amendments of the Liabilities. Upon receipt of the notice, the Bank does not
have to take any action against the Borrower or the Collateral in order to
maintain its rights. If this Pledge secures Liabilities of the Pledgor only,
this Pledge is not terminable.

LOAN-TO-VALUE RATIO:  If the ratio of the unpaid balance of the Liabilities to
the then fair market value (as reasonably determined by the Bank) of any
securities constituting all or any portion of the Collateral shall exceed the
Bank's loan-to-value requirements for securities of the type pledged, the
Pledgor shall be in default under this Pledge and the Bank may sell all or any
portion of such securities and otherwise exercise any or all of the rights and
remedies set forth in this Pledge.

DEFAULT/REMEDIES:  If the Pledgor fails to pay any of the Liabilities when due,
or otherwise defaults under the terms of any agreement related to any of the
Liabilities, or if the Pledgor fails to observe or perform any term of this
Pledge, or if any representation or warranty of the Pledgor contained in this
Pledge is untrue in any material respect, then the Bank shall have all of the
rights and remedies provided by any law to liquidate or foreclose on and sell
the Collateral, including but not limited to the rights and remedies of a
secured party under the Uniform Commercial Code.  The Pledgor agrees and
acknowledges that because of applicable securities laws, the Bank may not be
able to effect a public sale of the Collateral, and sales at a private sale may
be on terms and at a price less favorable than if the securities were sold at a
public sale.  The Pledgor agrees that all private sales made under these
circumstances shall be construed to have been made in a commercially reasonable
manner.  These rights and remedies shall be cumulative and not exclusive.  If
the Pledgor is entitled to notice, that requirement will be met if the Bank
sends notice at least seven (7) days prior to the date of sale, disposition or
other event requiring notice.  The proceeds of any sale shall be applied first
to costs, then toward payment of the Liabilities, whether or not the Liabilities
have been declared to be due and owing; provided that, to the extent any
Liabilities consists of extensions of credit to the Borrower by the issuance of
letters of credit or other like obligations of the Bank to third parties which
have not been utilized, such proceeds shall be held by the Bank in a cash
collateral account as security for the Liabilities.

WAIVERS:  The Pledgor waives any right it may have to receive notice of any of
the following matters before the Bank enforces any of its rights:  (a) the
Bank's acceptance of this Pledge, (b) any credit that the Bank extends to the
Borrower, (c) the Borrower's default, (d) any demand, or (e) any action that the
Bank takes regarding anyone else, any collateral, or any Liability, which it
might be entitled to take by law or under any other agreement.  No modification
or waiver of this Pledge is effective unless it is in writing and signed by the
party against whom it is being enforced.  The Bank may waive or delay enforcing
any of its rights without losing them.  Any waiver affects only the specific
terms and time period stated in the waiver.  The Bank shall not be obligated to
take any action in connection with any conversion, call, redemption, retirement
or any other event relating to any of the Collateral.

REPRESENTATION BY PLEDGOR:  Each Pledgor represents that:  (a) the execution and
delivery of this Pledge and the performance of the obligations it imposes do not
violate any law, do not conflict with any agreement by which it is bound, or
require the consent or approval of any governmental authority or any third
party; (b) this Pledge is a valid and binding agreement, enforceable according
to its terms; and (c) all balance sheets, profit and loss statements, and other
financial statements furnished to the Bank are accurate and fairly reflect the
financial condition of the organizations and persons to which they apply on
their effective dates, including contingent liabilities of every type, which
financial condition has not changed materially and adversely since those dates.
Each Pledgor, other than a natural person, further represents that: (a) it is
duly organized, existing and in good standing under the laws where it is
organized: and (b) the execution and delivery of this Pledge and the performance
of the obligations it imposes (i) are within its powers and have been duly
authorized by all necessary action of its governing body; and (ii) do not
contravene the terms of its articles of incorporation or organization, its by-
laws, or any agreement governing its affairs.

NOTICES:  Notice from one party to another relating to this Pledge is effective
if made in writing (including telecommunications) and delivered to the
recipient's address, telex number or facsimile number set forth in this Pledge
by any of the following means:  (a) hand delivery, (b) registered or certified
mail, postage prepaid, (c) first class or express mail postage prepaid, (d)
Federal Express or like overnight courier service, or (e) facsimile, telex or

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other wire transmission with request for assurance of receipt in a manner
typical with respect to communications of that type.  Notice made in accordance
with this section shall be construed as delivered on receipt if delivered by
hand or wire transmission, on the third business day after mailing if mailed by
first class, registered or certified mail, or on the next business day after
mailing or deposit with an overnight courier service if delivered by express
mail or overnight courier.  Notwithstanding the foregoing, notice of termination
of the Pledge is received only upon the receipt of actual written notice by the
Bank in accordance with the paragraph above labeled "Continued Reliance."

MISCELLANEOUS:  The Pledgor consents to (a) any extension, postponement,
renewal, modification and amendment of any Liability, (b) the release or
discharge of all or any part of any security for the Liabilities and (c) the
release or discharge or suspension of any rights and remedies against any person
who may be liable for the Liabilities.  The Bank does not have to look to any
other right, any other collateral, or any other person for payment before it
exercises its rights under this Pledge.  The Pledgor's obligations to the Bank
under this Pledge are not subject to any condition, precedent or subsequent, and
shall not be released or affected by any change in the composition or structure
of the Pledgor, including a merger or consolidation with any other person or
entity.  If this Pledge is signed by more than one person, all are jointly and
severally bound.  This Pledge is binding on the Pledgor and its heirs,
successors and assigns, and is for the benefit of the Bank and its successors
and assigns.  This Agreement is governed by Illinois law.  The use of section
headings does not limit the provisions of this Pledge.

WAIVER OF JURY TRIAL:  The Bank and the Pledgor, after consulting or having had
the opportunity to consult with counsel, knowingly, voluntarily and
intentionally waive any right either of them may have to a trial by jury in any
litigation based upon or arising out of this Pledge or any related instrument or
agreement, or any of the transactions contemplated by this Pledge, or any course
of conduct, dealing, statements (whether oral or written), or actions of either
of them.  Neither the Bank nor the Pledgor shall seek to consolidate, by
counterclaim or otherwise, any action in which a jury trial has been waived with
any other action in which a jury trial cannot be or has not been waived.  These
provisions shall not be deemed to have been modified in any respect or
relinquished by either the Bank or the Pledgor except by a written instrument
executed by both of them.

Dated:  February 24, 1999                   Pledgor:

Address:                                    THE LEAP GROUP, INC.,
                                            A Delaware corporation
22 West Hubbard
Chicago, Illinois  60610                    By: /s/  Robert C. Bramlette
                                                -----------------------------
                                            Its:  Chief Legal Officer


                                            By: /s/  Fred Smith
                                                -----------------------------
                                                Its:  Chief Executive Officer



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