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                                                                    Exhibit 10.3

                                                          American National Bank
                                                          and Trust Company of
                                                          Chicago

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                         SECURITY AGREEMENT (GENERAL)
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     THIS SECURITY AGREEMENT (this "Agreement"), dated as of the 29th day of
June, 1999, by and between AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO
("BANK"), a national banking association with its principal place of business at
120 South LaSalle Street, Chicago, Illinois 60603, and QUANTUM LEAP
COMMUNICATIONS, INC. ("Borrower"), a Delaware corporation with its principal
place of business at 22 West Hubbard Street, Chicago, Illinois 60610, has
reference to the following facts and circumstances:

     A.  Pursuant to Borrower's request, Bank heretofore, now and from time to
time hereafter, has and/or may loan or advance monies, extend credit and/or
extend other financial accommodations to or for the benefit of Borrower.

     B.  To secure repayment of the same and all of "Borrower's Liabilities" (as
hereinafter defined), Borrower wishes to provide Bank with a security interest
in and/or collateral assignment of Borrower's assets.

     NOW THEREFORE, in consideration of the terms and conditions set forth
herein and of any loans or extensions of credit heretofore, now or hereafter
made to or for the benefit of Borrower by Bank, the parties hereto agree as
follows:

                           1.  DEFINITIONS AND TERMS

     1.1  When used herein, the words, terms and/or phrases set forth below
          shall have the following meanings:

     A.   "Accounts": all present and future rights of Borrower to payment for
          goods sold or leased or for services rendered, which are not evidenced
          by instruments or chattel paper, and whether or not they have been
          earned by performance.

     B.   "Borrower's Liabilities": all obligations and liabilities of Borrower
          to Bank (including without limitation all debts, claims, indebtedness
          and attorneys' fees and expenses as provided for in Paragraph 6.11)
          whether primary, secondary, direct, contingent, fixed or otherwise,
          including Rate Hedging Obligations (as defined in subparagraph I
          herein), heretofore, now and/or from time to time hereafter owing, due
          or payable, however evidenced, created, incurred, acquired or owing
          and however arising, whether under this Agreement or the "Other
          Agreements" (hereinafter defined) or by operation of law or otherwise.

     C.   "Charges":  all national, federal, state, county, city, municipal
          and/or other governmental (or any instrumentality, division, agency,
          body or department thereof, including without limitation the Pension
          Benefit Guaranty Corporation) taxes, levies, assessments, charges,
          liens, claims or encumbrances upon and/or relating to the "Collateral"
          (as hereinafter defined), Borrower's Liabilities, Borrower's business,
          Borrower's ownership and/or use of any of its assets, and/or
          Borrower's income and/or gross receipts.

     D.   "Collateral":  shall have the meaning set forth in Paragraph 2.2.

     E.   "Indebtedness":  (i) indebtedness for borrowed money or for the
          deferred purchase price of property or services; (ii) obligations as
          lessee under leases which shall have been or should be, in accordance
          with generally accepted accounting principles, recorded as capital
          leases; (iii) obligations under direct or indirect guaranties in
          respect of, and obligations (contingent or otherwise) to purchase or
          otherwise acquire, or otherwise to assure a creditor against loss in
          respect of, indebtedness or obligations of others of the kinds
          referred to in clauses (i) or (ii) above; and (iv) liabilities with
          respect to unfunded vested
<PAGE>

          benefits under plans covered by Title IV of the Employee Retirement
          Income Security Act of 1974, as amended ("ERISA"), and in effect from
          time to time.

     F.   "Obligor": any Person who is and/or may become obligated to Borrower
          under or on account of "Accounts"

     G.   "Other Agreements": all agreements, instruments and documents,
          including without limitation, guaranties, mortgages, deeds of trust,
          notes, pledges, powers of attorney, consents, assignments, contracts,
          notices, security agreements, leases, subordination agreements,
          financing statements and all other written matter heretofore, now
          and/or from time to time hereafter executed by and/or on behalf of
          Borrower and delivered to Bank.

     H.   "Persons": any individual, sole proprietorship, partnership, joint
          venture, trust, unincorporated organization, association, corporation,
          limited liability company, institution, entity, party or government
          (whether national, federal, state, county, city, municipal or
          otherwise, including without limitation, any instrumentality,
          division, agency, body or department thereof).

     I.   "Rate Hedging Obligations": shall mean any and all obligations of the
          Borrower, whether absolute or contingent and howsoever and whensoever
          created, arising, evidenced or acquired (including all renewals,
          extensions and modifications thereof and substitutions therefor),
          under (i) any and all agreements designed to protect the Borrower from
          the fluctuations of interest rates, exchange rates or forward rates
          applicable to such party's assets, liabilities or exchange
          transactions, including, but not limited to: interest rate swap
          agreements, dollar-denominated or cross-currency interest rate
          exchange agreements, forward currency exchange agreements, interest
          rate cap, floor or collar agreements, forward rate currency agreements
          or agreements relating to interest rate options, puts and warrants,
          and (ii) any and all agreements relating to cancellations, buy backs,
          reversals, terminations or assignments of any of the foregoing.

     J.   "Year 2000 Issues": shall mean anticipated costs, problems and
          uncertainties associated with the inability of certain computer
          applications to effectively handle data including data on and after
          January 1, 2000, as such inability affects the business, operations,
          and financial condition of the Borrower and of the Borrower's material
          customers, suppliers and vendors.

     1.2  Except as otherwise defined in this Agreement or the Other Agreements,
all words, terms and/or phrases used herein and therein shall be defined by the
applicable definition therefor (if any) in the Illinois Uniform Commercial Code.

                                2.  COLLATERAL

     2.1  To secure the prompt payment to Bank of Borrower's Liabilities and the
prompt, full and faithful performance by Borrower of all of the provisions to be
kept, observed or performed by Borrower under this Agreement and/or the Other
Agreements, Borrower grants to Bank a security interest in and to, and
collaterally assigns to Bank, all of Borrower's property, wherever located,
whether now or hereafter existing, owned, licensed, leased (to the extent of
Borrower's leasehold interest therein), consigned (to the extent of Borrower's
ownership therein), arising and/or acquired, including without limitation all of
Borrower's: (a) Accounts, chattel paper, tax refunds, contract rights, leases,
leasehold interests, letters of credit, instruments, documents, documents of
title, patents, copyrights, trademarks, tradenames, licenses, goodwill,
beneficial interests and general intangibles; (b) all goods whose sale, lease or
other disposition by Borrower have given rise to Accounts and have been returned
to or repossessed or stopped in transit by Borrower; (c) certificated and
uncertificated securities; (d) goods, including without limitation all its
consumer goods, machinery, equipment, farm products, fixtures and inventory; (e)
liens, guaranties and other rights and privileges pertaining to any of the
Collateral; (f) monies, reserves, deposits, deposit accounts and interest or
dividends thereon, cash or cash equivalents; (g) all property now or at any time
or times hereafter in the possession, or under the control of Bank or its
bailee; (h) all accessions to the foregoing, all litigation proceeds pertaining
to the foregoing and all substitutions, renewals, improvements and replacements
of and additions to the foregoing; and (i) all books, records and computer
records in any way relating to the Collateral herein described.
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     2.2  All of the aforesaid property and products and proceeds of the
foregoing in paragraph 2.1 above including, without limitation, proceeds of
insurance policies insuring the foregoing are herein individually and
collectively called the "Collateral". The terms used herein to identify the
Collateral shall have the same meaning as are assigned to such terms as of the
date hereof in the Illinois Uniform Commercial Code.

     2.3  Borrower shall make appropriate entries upon its financial statements
and its books and records disclosing Bank's security interest in the Collateral.

     2.4  All of Borrower's Liabilities shall constitute one obligation secured
by Bank's security interest in the Collateral and by all other security
interests, liens, claims and encumbrances heretofore, now and/or from time to
time hereafter granted by Borrower to Bank.

     2.5  Immediately upon Borrower's receipt of that portion of the Collateral
evidenced by an agreement, instrument and/or document ("Special Collateral"),
Borrower shall mark the same to show that such Special Collateral is subject to
a security interest in favor of Bank and shall deliver the original thereof to
Bank, together with appropriate endorsement and/or specific evidence of
assignment (in form and substance acceptable to Bank) thereof to Bank.

     2.6  Bank shall have the right, now and at any time or times hereafter, at
its option, without notice thereof to Borrower: (a) to notify any or all
Obligors that the Accounts and Special Collateral have been assigned to Bank and
that Bank has a security interest therein; (b) to direct such Obligors to make
all payments due from them to Borrower upon the Accounts and Special Collateral
directly to Bank; and (c) to enforce payment of and collect, by legal
proceedings or otherwise, the Accounts and Special Collateral in the name of
Bank and Borrower.

     2.7  Borrower shall execute and deliver to Bank, at the request of Bank,
all agreements, instruments and documents (the "Supplemental Documentation")
that Bank reasonably may request, in form and substance acceptable to Bank, to
perfect and maintain perfected Bank's security interest in the Collateral and to
consummate the transactions contemplated in or by this Agreement or the Other
Agreements. Borrower agrees that a carbon, photographic copy or other
reproduction of this Agreement or of any financing statement, shall be
sufficient to evidence Bank's security interest.

     2.8  Bank shall have the right, at any time during Borrower's usual
business hours, to inspect the Collateral and all related records (and the
premises upon which it is located) and to verify the amount and condition of or
any other matter relating to the Collateral.

     2.9  Borrower warrants and represents to and covenants with Bank that: (a)
Bank's security interest in the Collateral is now and at all times hereafter
shall be perfected and have a first priority except as expressly agreed to in
writing by the Bank; (b) the offices and/or locations where Borrower keeps the
Collateral are specified at the end of this Paragraph and Borrower shall not
remove such Collateral therefrom except as may occur in the ordinary course of
business, and shall not keep any of such Collateral at any other offices or
locations unless Borrower gives Bank written notice thereof at least thirty (30)
days prior thereto and the same is within the United States of America; and (c)
the addresses specified at the end of this Paragraph include and designate
Borrower's principal executive office, principal place of business and other
offices and places of business and are Borrower's sole offices and places of
business. Borrower, by written notice delivered to Bank at least thirty (30)
days prior thereto, shall advise Bank of Borrower's opening of any new office or
place of business or its closing of any existing office or place of business and
any new office or place of business shall be within the United States of
America. Borrower has places of business at the address shown at the beginning
of this Agreement and at the locations listed below:

     1)   350 West Ontario Street, Chicago, Illinois 60610
     2)   420 West Huron Street, Chicago, Illinois 60610
     3)  _____________________________________________________________

     All of the Collateral currently owned by Borrower and all of the Collateral
hereafter acquired is, or will be held or stored at the locations listed below:

     1)   The address of the Borrower shown at beginning of this Agreement;
     2)   350 West Ontario Street, Chicago, Illinois 60610
     3)   420 West Huron Street, Chicago, Illinois 60610
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     2.10  At the request of Bank, Borrower shall receive, as the sole and
exclusive property of Bank and as trustee for Bank, all monies checks, notes,
drafts and all other payments for and/or proceeds of Collateral which come into
the possession or under the control of Borrower and immediately upon receipt
thereof, Borrower shall remit the same (or cause the same to be remitted), in
kind, to Bank or at Bank's direction.

     2.11  Upon demand or an Event of Default (as hereinafter defined) or event
which with notice or lapse of time would constitute an Event of Default, Bank
may take control of, in any manner, and may endorse Borrower's name to any of
the items or payment or proceeds described in Paragraph 2.10 above and, pursuant
to the provisions of this Agreement, Bank shall apply the same to and on account
of Borrower's Liabilities.

     2.12  Bank, at its option, may at any time or times hereafter, but shall be
under no obligation to, pay, acquire and/or accept an assignment of any security
interest, lien, encumbrance or claim asserted by any person against the
Collateral.

     2.13  In no event shall Borrower make any sale, transfer or other
disposition of any of the Collateral not in the ordinary course of business,
except as authorized in a writing executed by Bank and delivered to Borrower. No
such authorization given by Bank to sell any specified portion of Collateral or
any items thereof, and no waiver by Bank in connection therewith shall establish
a custom or constitute a waiver of the prohibition contained in this Agreement
against such sale, with respect to any portion of the Collateral or any item
thereof not covered by said authorization.

     2.14  Regardless of the adequacy of any Collateral securing Borrower's
Liabilities hereunder, any deposits or other sums at any time credited by or
payable or due from Bank to Borrower, or any monies, cash, cash equivalents,
securities, instruments, documents or other assets of Borrower in the possession
or control of Bank or its bailee for any purpose may, upon demand or an Event of
Default or event or condition which with notice or lapse of time would
constitute an Event of Default, be reduced to cash and applied by Bank to or
setoff by Bank against Borrower's Liabilities hereunder.

                3.  WARRANTIES, REPRESENTATIONS AND COVENANTS;
                              INSURANCE AND TAXES

     3.1  Borrower, at its sole cost and expense, shall keep and maintain: (a)
the Collateral insured for the full insurable value against all hazards and
risks ordinarily insured against by other owners or users of such properties in
similar businesses, and (b) business interruption insurance and public liability
and property damage insurance relating to Borrower's ownership and use of its
assets. All such policies of insurance shall be in a form with insurers and in
such amounts as may be satisfactory to Bank. Borrower shall deliver to Bank the
original (or certified) copy of each policy of insurance, or a certificate of
insurance, and evidence of payment of all premiums for each such policy. Such
policies of insurance (except those of public liability) shall contain a
standard form loss payable clause, in form and substance acceptable to Bank,
showing loss payable to Bank, and shall provide that the insurance companies
will give Bank at least thirty (30) days written notice before any such policy
or policies of insurance shall be altered or canceled and that no act or default
of Borrower or any other Person or entity shall affect the right of Bank to
recover under such policy or policies of insurance in case of loss or damage.
Borrower hereby directs all insurers under such policies of insurance (except
those of public liability) to pay all proceeds payable thereunder directly to
Bank and hereby irrevocably appoints Bank as Borrower's agent and attorney-in-
fact to make, settle and adjust claims under such policies of insurance and
endorse the name of Borrower on any check, draft, instrument or other item of
payment or the proceeds of such policies of insurance.

     Unless Borrower provides Bank with evidence of the insurance coverage
required by this Agreement, Bank may purchase insurance at Borrower's expense to
protect Bank's interests in the Collateral. This insurance may, but need not,
protect Borrower's interests. The coverage that Bank purchases may not pay any
claim that Borrower makes or any claim that is made against Borrower in
connection with the Collateral. Borrower may later cancel any insurance
purchased by Bank, but only after providing Bank with evidence that Borrower has
obtained insurance as required by this Agreement. If Bank purchases insurance
for the Collateral, Borrower will be responsible for the costs of that
insurance, including interest and other charges Bank 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 Borrower's total outstanding balance or obligation. The costs of the
insurance may be more than the cost of the insurance Borrower is able to obtain
on its own.
<PAGE>

     3.2  Borrower shall pay promptly, when due, all Charges, and shall not
permit any Charges to arise or remain and will promptly discharge the same.

            4.  WARRANTIES, REPRESENTATIONS AND COVENANTS; GENERAL

     4.1  Borrower warrants and represents to and covenants with Bank that: (a)
Borrower has the right, power and capacity and is duly authorized and empowered
to enter into, execute, deliver and perform this Agreement and the Other
Agreements; (b) the execution, delivery and/or performance by Borrower of this
Agreement and the Other Agreements shall not, by the lapse of time, the giving
of notice or otherwise, constitute a violation of any applicable law or a breach
of any provision contained in Borrower's Articles of Incorporation, By-Laws,
Articles of Partnership, Articles of Organization, Operating Agreement or
similar document, or contained in any agreement, instrument or document to which
Borrower is now or hereafter a party or by which it is or may be bound; (c)
Borrower has and at all times hereafter shall have good, indefeasible and
merchantable title to and ownership of the Collateral, free and clear of all
liens, claims, security interests and encumbrances except those of Bank; (d)
Borrower is now and at all times hereafter, shall be solvent and generally
paying its debts as they mature and Borrower now owns and shall at all times
hereafter own property which, at a fair valuation, is greater than the sum of
its debts; (e) Borrower is not and will not be during the term hereof in
violation of any applicable federal, state or local statute, regulation or
ordinance that, in any respect materially and adversely affects its business,
property, assets, operations or condition, financial or otherwise; and (f)
Borrower is not in default with respect to any indenture, loan agreement,
mortgage, deed or other similar agreement relating to the borrowing of monies to
which it is a party or by which it is bound.

     4.2  Borrower warrants and represents to and covenants with Bank that
Borrower shall not, without Bank's prior written consent thereto: (a) grant a
security interest in, or assign any of the Collateral to any Person or permit,
grant, or suffer a lien, claim or encumbrance upon any of the Collateral; (b)
sell or transfer any of the Collateral to any person not in the ordinary course
of business; (c) enter into any transaction not in the ordinary course of
business which materially and adversely affects Borrower's ability to repay
Borrower's Liabilities, any other obligations and liabilities of Borrower or any
third party or the Collateral; and (d) other than as specifically permitted in
or contemplated by this Agreement or the Other Agreements, encumber, pledge,
mortgage, sell, lease or otherwise dispose of or transfer, whether by sale,
loan, distribution, merger, consolidation or otherwise, any of Borrower's
assets.

     4.3  Borrower warrants and represents to and covenants with Bank that
Borrower shall furnish to Bank: (a) as soon as available but not later than
ninety (90) days after the close of each fiscal year of Leapnet, Inc.
consolidated financial statements which shall include, but not be limited to,
balance sheets, income statements and statements of cash flow prepared in
accordance with generally accepted accounting principles, consistently applied,
audited by a firm of independent certified public accountants selected by and
acceptable to Bank; (b) as soon as available but not later than ninety (45) days
after the end of each fiscal quarter hereafter, consolidated financial
statements of Leapnet, Inc. certified by Leapnet, Inc. to be prepared in
accordance with generally accepted accounting principles which fairly present
the financial position and results of operations of Leapnet, Inc. and its
subsidiaries and/or affiliates for such period; and (c) such other data and
information (financial and otherwise) as Bank, from time to time, may request,
including information satisfactory to Bank regarding Leapnet, Inc. and its
subsidiaries' and/or affiliates' plan(s) for addressing Year 2000 Issues.

     4.4  Borrower warrants and represents to and covenants with Bank that
Leapnet, Inc. (on a consolidated basis) shall: (i) maintain a ratio of
Indebtedness to Tangible Net Worth of not more than 1.2 to 1.0. Indebtedness
shall have the meaning set forth in Paragraph 1.1 above and "Tangible Net Worth"
shall mean the value of the total assets of Leapnet, Inc. (on a consolidated
basis) as determined in accordance with GAAP after subtracting therefrom the
aggregate amount of any intangible assets of Leapnet, Inc. (on a consolidated
basis) as determined in accordance with GAAP, including without limitation,
prepaid expenses, notes receivable and accounts receivable from a related party
of Leapnet, Inc. (on a consolidated basis); (ii) maintain a ratio of Current
Assets to Current Liabilities of not less than 1.1 to 1.0. "Current Liabilities"
means the current liabilities of Leapnet, Inc. (on a consolidated basis)
determined in accordance with GAAP and "Current Assets" means the current assets
of Leapnet, Inc. (on a consolidated basis) determined in accordance with GAAP;
and (iii) not permit its "Debt Service Coverage Ratio" to be less than 1.25 to
1.00. "Debt Service Coverage Ratio" shall mean the ratio of Cash Flow Available
to Debt Service Required. The
<PAGE>

aforementioned covenants will be measured on Borrower's fiscal quarterly basis
beginning with the fiscal year ending January 31, 2000.

     4.5  Borrower will maintain its primary depositary relationship with Bank
and will establish such accounts and maintain balances therein with Bank
sufficient to cover the cost of all Bank services provided; provided however,
that nothing herein shall require Borrower to keep and maintain a specific
minimum balance in such account.

     4.6  Borrower warrants and represents to and covenants with Bank that
Borrower will take all actions reasonably necessary to assure that the Year 2000
Issues will not have a material adverse effect on the business, operations or
financial condition of the Borrower. Upon the Bank's request, the Borrower will
provide the Bank with a description of its plan to address Year 2000 Issues,
including updates and progress reports. The Borrower will advise the Bank of any
reasonably anticipated material adverse effect on the business, operations or
financial condition of the Borrower as a result of Year 2000 Issues.


                                  5.  DEFAULT

     5.1  The occurrence of any one of the following events shall constitute a
default by the Borrower ("Event of Default") under this Agreement: (a) if
Borrower fails to pay any of Borrower's Liabilities when due and payable or
declared due and payable (whether by scheduled maturity, required payment,
acceleration, demand or otherwise) and such failure to pay remains unremedied
for a period of seven (7) days; (b) if Borrower fails or neglects to perform,
keep or observe any term, provision, condition, covenant, warranty or
representation contained in this Agreement or any of the Other Agreements and
such failure or neglect remains unremedied for a period of seven (7) days; (c)
occurrence of a default or Event of Default under any of the Other Agreements
heretofore, now or at any time hereafter delivered by or on behalf of Borrower
to Bank; (d) occurrence of a default or an Event of Default under any agreement,
instrument or document heretofore, now or at any time hereafter delivered to
Bank by any guarantor of Borrower's Liabilities or by any Person which has
granted to Bank a security interest or lien in such Person's real or personal
property to secure the payment of Borrower's Liabilities; (e) if the Collateral
or any other of Borrower's assets are attached, seized, subjected to a writ, or
are levied upon or become subject to any lien or come within the possession of
any receiver, trustee, custodian or assignee for the benefit of creditors; (f)
if a notice of lien, levy or assessment is filed of record or given to Borrower
with respect to all or any of Borrower's assets by any federal, state, local
department or agency; (g) if Borrower or any guarantor of Borrower's Liabilities
becomes insolvent or generally fails to pay or admits in writing its inability
to pay debts as they become due, if a petition under Title 11 of the United
States Code or any similar law or regulation is filed by or against Borrower or
any such guarantor, if Borrower or any such guarantor shall make an assignment
for the benefit of creditors, if any case or proceeding is filed by or against
Borrower or any such guarantor for its dissolution or liquidation, if Borrower
or any such guarantor is enjoined, restrained or in any way prevented by court
order from conducting all or any material part of its business affairs; (h) the
death or incompetency of Borrower or any guarantor of Borrower's Liabilities, or
the appointment of a conservator for all or any portion of Borrower's assets or
the Collateral; (i) the revocation, termination, or cancellation of any guaranty
of Borrower's Liabilities without written consent of Bank; (j) if a contribution
failure occurs with respect to any pension plan maintained by Borrower or any
corporation, trade or business that is, along with Borrower, a member of a
controlled group of corporations or controlled group of trades or businesses (as
described in Sections 414(b) and (c) of the Internal Revenue Code of 1986 or
Section 4001 of ERISA) sufficient to give rise to a lien under Section 302(f) of
ERISA; (k) if Borrower or any guarantor of Borrower's Liabilities is in default
in the payment of any obligations, indebtedness or other liabilities to any
third party and such default is declared and is not cured within the time, if
any, specified therefor in any agreement governing the same; (l) if any material
statement, report or certificate made or delivered by Borrower, any of
Borrower's partners, officers, employees or agents or any guarantor of
Borrower's Liabilities is not true and correct; or (m) if Bank is reasonably
insecure.

     5.2  All of Bank's rights and remedies under this Agreement and the Other
Agreements are cumulative and non-exclusive.

     5.3  Upon an Event of Default, without notice by Bank to or demand by Bank
of Borrower, Borrower's Liabilities shall be immediately due and payable.

     5.4  Upon an Event of Default, Bank, in its sole and absolute discretion,
may exercise any one or more of the rights and remedies accruing to a secured
party under the Uniform Commercial Code of the relevant state and any other
applicable law upon default by a debtor.
<PAGE>

     5.5  Upon an Event of Default, Borrower, immediately upon demand by Bank,
shall assemble the Collateral and make it available to Bank at a place or places
to be designated by Bank which is reasonably convenient to Bank and Borrower.
Borrower recognizes that in the event Borrower fails to perform, observe or
discharge any of its obligations or liabilities under this Agreement or the
Other Agreements, no remedy of law will provide adequate relief to Bank, and
agrees that Bank shall be entitled to temporary and permanent injunctive relief
in any such case without the necessity of proving actual damages.

     5.6  Upon an Event of Default, without notice, demand or legal process of
any kind, Bank may take possession of any or all of the Collateral (in addition
to Collateral of which it already has possession), wherever it may be found, and
for that purpose may pursue the same wherever it may be found, and may enter
into any of Borrower's premises where any of the Collateral may be or is
supposed to be, and search for, take possession of, remove, keep and store any
of the Collateral until the same shall be sold or otherwise disposed of, and
Bank shall have the right to store the same in any of Borrower's premises
without cost to Bank.

     5.7  Any notice required to be given by Bank of a sale, lease, or other
disposition of the Collateral or any other intended action by Bank, (i)
deposited in the United States mail, postage prepaid and duly addressed to
Borrower at the address specified at the beginning of this Agreement, or (ii)
sent via certified mail, return receipt requested, or (iii) sent via facsimile,
or (iv) delivered personally, not less than ten (10) days prior to such proposed
action, shall constitute commercially reasonable and fair notice to Borrower.

     5.8  Upon an Event of Default, Borrower agrees that Bank may, if Bank deems
it reasonable, postpone or adjourn any such sale of the Collateral from time to
time by an announcement at the time and place of sale or by announcement at the
time and place of such postponed or adjourned sale, without being required to
give a new notice of sale. Borrower agrees that Bank has no obligation to
preserve rights against prior parties to the Collateral. Further, to the extent
permitted by law, Borrower waives and releases any cause of action and claim
against Bank as a result of Bank's possession, collection or sale of the
Collateral, any liability or penalty for failure of Bank to comply with any
requirement imposed on Bank relating to notice of sale, holding of sale or
reporting of sale of the Collateral, and any right of redemption from such sale.

                                  6.  GENERAL

     6.1  Borrower waives the right to direct the application of any and all
payments at any time or times hereafter received by Bank on account of
Borrower's Liabilities and Borrower agrees that Bank shall have the continuing
exclusive right to apply and re-apply any and all such payments in such manner
as Bank may deem advisable, notwithstanding any entry by Bank upon any of its
books and records.

     6.2  This Agreement and the Other Agreements shall be binding upon and
inure to the benefit of the heirs, representatives, successors and assigns of
Borrower and Bank.

     6.3  Bank's failure to require strict performance by Borrower of any
provision of this Agreement shall not waive, affect or diminish any right of
Bank thereafter to demand strict compliance and performance therewith. Any
suspension or waiver by Bank of an Event of Default by Borrower under this
Agreement or the Other Agreements shall not suspend, waive or affect any other
Event of Default by Borrower under this Agreement or the Other Agreements,
whether the same is prior or subsequent thereto and whether of the same or of a
different type. None of the undertakings, agreements, warranties, covenants and
representations of Borrower contained in this Agreement or the Other Agreements
and no Event of Default by Borrower under this Agreement or the Other Agreements
shall be deemed to have been suspended or waived by Bank unless such suspension
or waiver is by an instrument in writing signed by an officer of Bank and
directed to Borrower specifying such suspension or waiver.

     6.4  If any provision of this Agreement or the Other Agreements or the
application thereof to any person, entity or circumstance is held invalid or
unenforceable, the remainder of this Agreement and the Other Agreements and the
application of such provision to other Persons, or circumstances will not be
affected thereby and the provisions of this Agreement and the Other Agreements
shall be severable in any such instance.
<PAGE>

     6.5 Borrower hereby appoints Bank as Borrower's agent and attorney-in-fact
for the purpose of carrying out the provisions of this Agreement and taking any
action and executing any agreement, instrument or document which Bank may
reasonably deem necessary or advisable to accomplish the purposes hereof which
appointment is irrevocable and coupled with an interest. All monies paid for the
purposes herein, and all costs, fees and expenses paid or incurred in connection
therewith, shall be part of Borrower's Liabilities, payable by Borrower to Bank
on demand.

     6.6  Except as otherwise specifically provided in this Agreement, Borrower
waives any and all notice or demand which Borrower might be entitled to receive
by virtue of any applicable statute or law, and waives presentment, demand and
protest and notice of presentment, protest, default, dishonor, non-payment,
maturity, release, compromise, settlement, extension or renewal of any and all
agreements, instruments or documents at any time held by Bank on which Borrower
may in any way be liable.

     6.7  This Agreement, or a carbon, photographic, or other reproduction of
this Agreement or of any Uniform Commercial Code financing statement covering
the Collateral or any portion thereof, shall be sufficient as a Uniform
Commercial Code financing statement and may be filed as such.

     6.8  Except as otherwise provided in the Other Agreements, if any provision
contained in this Agreement is in conflict with, or inconsistent with any
provision in the Other Agreements, the provision of this Agreement shall
control.

     6.9  The terms and provisions of this Agreement and the Other Agreements
shall supersede any prior agreement or understanding of the parties hereto, and
contain the entire agreement of the parties hereto with respect to the matters
covered herein. This Agreement and the Other Agreements may not be modified,
altered or amended except by an agreement in writing signed by Borrower and
Bank. This Agreement shall continue in full force and effect so long as any
portion or component of Borrower's Liabilities shall be outstanding. All of
Borrower's warranties, representations, undertakings and covenants contained in
this Agreement or the Other Agreements shall survive the termination or
cancellation of the same. Should a claim ("Recovery Claim") be made upon the
Bank at any time for recovery of any amount received by the Bank in payment of
Borrower's Liabilities (whether received from Borrower or otherwise) and should
the Bank repay all or part of said amount by reason of (1) any judgment, decree
or order of any court or administrative body having jurisdiction over Bank or
any of its property; (2) any settlement or compromise of any such Recovery Claim
effected by the Bank with the claimant (including Borrower), this Agreement and
the security interests granted Bank hereunder shall continue in effect with
respect to the amount so repaid to the same extent as if such amount had never
originally been received by the Bank, notwithstanding any prior termination of
this Agreement, the return of this Agreement to Borrower, or the cancellation of
any note or other instrument evidencing Borrower's Liabilities.

     6.10  This Agreement and the Other Agreements shall be governed and
controlled by the internal laws of the State of Illinois and not the law of
conflicts.

     6.11  If at any time or times hereafter, whether or not Borrower's
Liabilities are outstanding at such time, Bank: (a) employs counsel for advice
or other representation, (i) with respect to the Collateral, this Agreement, the
Other Agreements or the administration of Borrower's Liabilities or the
Collateral, (ii) to represent Bank in any litigation, arbitration contest,
dispute, suit or proceeding or to commence, defend or intervene or to take any
other action in or with respect to any litigation, contest, dispute, suit or
proceeding (whether instituted by Bank, Borrower or any other Person) in any way
or respect relating to the Collateral, this Agreement, the Other Agreements, or
Borrower's affairs, or (iii) to enforce any rights of Bank against Borrower or
any other Person which may be obligated to Bank by virtue of this Agreement or
the Other Agreements including, without limitation any Obligor; (b) takes any
action with respect to administration of Borrower's Liabilities or to protect,
collect, sell, liquidate or otherwise dispose of the Collateral; and/or (c)
attempts to or enforces any of Bank's rights or remedies under this Agreement or
the Other Agreements, the reasonable costs, fees and expenses incurred by Bank
with respect to the foregoing, shall be part of Borrower's Liabilities, payable
by Borrower to Bank on demand.

     6.12  BORROWER IRREVOCABLY AGREES THAT, SUBJECT TO BANK'S SOLE AND ABSOLUTE
ELECTION, ALL ACTIONS OR PROCEEDINGS IN ANY WAY, MANNER OR RESPECT, ARISING OUT
OF OR FROM OR RELATED TO THIS AGREEMENT, THE OTHER AGREEMENTS OR THE COLLATERAL
SHALL BE LITIGATED ONLY IN COURTS HAVING SITUS WITHIN THE CITY OF CHICAGO, STATE
OF ILLINOIS, AND BORROWER HEREBY CONSENTS AND SUBMITS TO THE JURISDICTION OF ANY
LOCAL, STATE OR FEDERAL COURT LOCATED WITHIN SAID CITY AND STATE. BORROWER
HEREBY WAIVES ANY RIGHT
<PAGE>

IT MAY HAVE TO TRANSFER OR CHANGE THE VENUE OF ANY LITIGATION BROUGHT AGAINST
BORROWER BY BANK IN ACCORDANCE WITH THIS PARAGRAPH.

     6.13  BORROWER HEREBY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY
ACTION, SUIT, COUNTERCLAIM OR PROCEEDING (I) TO ENFORCE OR DEFEND ANY RIGHTS
UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE OTHER AGREEMENTS, OR ANY
AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE
FUTURE BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH, OR (II) ARISING FROM
ANY DISPUTE OR CONTROVERSY ARISING IN CONNECTION WITH OR RELATED TO THIS
AGREEMENT, THE OTHER AGREEMENTS OR ANY SUCH AMENDMENT, INSTRUMENT, DOCUMENT OR
AGREEMENT, AND AGREES THAT ANY SUCH ACTION, SUIT, COUNTERCLAIM OR PROCEEDING
SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

     IN WITNESS WHEREOF, this Agreement has been duly executed as of the day and
year specified at the beginning hereof.

BORROWER:
QUANTUM LEAP COMMUNICATIONS, INC.,
a Delaware corporation

By: /s/ Robert C. Bramlette
    -------------------------------------

Its:    Vice President
    -------------------------------------
        (If not signing as an individual)



     Accepted this ___29th____ day of ____June________, 1999, at Bank's
principal place of business in the City of Chicago, State of Illinois.

AMERICAN NATIONAL BANK AND
TRUST COMPANY OF CHICAGO

By:  /s/  Charlene R. Branda
    ---------------------------------------

Its:      Vice President
    ---------------------------------------
          (If not signing as an individual)