LEAPNET INC
MODIFICATION AGREEMENT DATED APRIL 26, 2000
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>MODIFICATION AGREEMENT DATED APRIL 26, 2000
<TEXT>

<PAGE>

                                                                    EXHIBIT 10.2


                         THIRD MODIFICATION AGREEMENT
                                  (Mortgage)

         This Third Modification Agreement (the "Third Modification") is
effective as of this 26/th/ day of April, 2000, between QUANTUM LEAP
COMMUNICATIONS, INC., a Delaware corporation, (hereinafter referred to as
"Mortgagor") and AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO
(hereinafter referred to as "Mortgagee").

                              W I T N E S S E T H
                              -------------------

         WHEREAS, on June 29, 1999, Mortgagor executed in favor of Mortgagee, a
certain Mortgage, as amended from time to time (the "Mortgage") subsequently
recorded on July 16, 1999 in the Recorder's Office of Cook County, Illinois as
Document Number 99681887, concerning the real property legally described in
Exhibit "A" attached hereto and incorporated therein. The Mortgage was given by
Mortgagor to secure, among other things, the payment to Mortgagee of: (i) that
certain Installment Note (Secured) dated June 29, 1999 in the principal sum of
TWO MILLION TWO HUNDRED FORTY THOUSAND AND NO/100 DOLLARS ($2,240,000.00) and
any amendments, modifications, extensions, renewals or replacements thereof (the
"Installment Note") executed by Mortgagor in favor of Mortgagee, and (ii) that
certain Promissory Note dated June 25, 1999 executed by Leapnet, Inc, YAR
Communications, Inc., Mortgagor and The Leap Partnership, Inc. jointly and
severally in favor of Mortgagee and evidencing an indebtedness in the current
principal amount of FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00), and any
amendments, modifications, extensions, renewals or replacements thereof (the
"Additional Note"); and

         WHEREAS, on June 29, 1999, Mortgagor also executed in favor of
Mortgagee, a certain Assignment of Real Estate Rents and Leases (the
"Assignment") subsequently recorded on July 16, 1999 in the Recorder's Office of
Cook County, Illinois as Document Number 99681888, further encumbering the real
property legally described in Exhibit "A" attached thereto and incorporated
therein to further secure the Installment Note and the Additional Note; and

         WHEREAS, on October 4, 1999, Mortgagor executed in favor of Mortgagee,
a certain Modification Agreement (the "First Modification") subsequently
recorded on October 5, 1999 in the Recorder's Office of Cook County, Illinois as
Document Number 99942625 concerning additional real property legally described
in Exhibit "A" attached thereto and incorporated therein to further secure the
Installment Note and the Additional Note; and

         WHEREAS, on October 4, 1999, Mortgagor executed in favor of Mortgagee,
a certain Second Modification Agreement (the "Second Modification") subsequently
recorded on October 5, 1999 in the Recorder's Office of Cook County, Illinois as
Document Number 99942628 concerning additional real property legally described
in Exhibit "A" attached thereto and incorporated therein to further secure the
Installment Note and the Additional Note; and

         WHEREAS, Mortgagor simultaneously with the execution and delivery of
this Third Modification has executed and delivered that certain Amended and
Restated Installment Note dated of even date herewith (said Amended and Restated
Installment Note, as amended or restated from time to time, the "Amended and
Restated Note") which amends and restates the Installment Note to: (i) increase
the principal amount of the Installment Note from Two Million Two Hundred Forty
and No/100 Dollars ($2,240,000.00) to Three Million Eight Hundred Eighty
Thousand and No/100 Dollars ($3,880,000.00), and (ii) increase the interest rate
of the Installment Note from 8.5% per annum to 9.20% per annum; and

         WHEREAS, the parties hereto have agreed upon a modification of the
Mortgage and the Assignment as herein set forth.

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         NOW THEREFORE, in consideration of the premises and the mutual promises
and agreements hereinafter made by and between the parties hereto, the said
parties do hereby mutually agree to further modify the Mortgage and the
Assignment as follows:

          1.   The Installment Note as defined in the Mortgage and the
               Assignment shall mean the Amended and Restated Note.

          2.   Any references in the Mortgage or the Assignment to the principal
               face amount of the Installment Note shall be deemed to mean Three
               Million Eight Hundred Eighty Thousand and No/100 Dollars
               ($3,880,000.00).

          3.   Except as specifically amended in this Third Modification, the
               Loan Documents (as such term is hereinafter defined) shall remain
               in full force and effect, in accordance with their terms,
               conditions and provisions without change, modification or
               deletion.

          4.   All terms used herein and not otherwise defined shall have the
               respective meanings set forth in the Amended and Restated Note,
               the Mortgage and the Assignment.

          5.   This Third Modification shall be incorporated into and made a
               part of the Mortgage and the Assignment as amended, and all other
               related Loan Documents (as such term is hereinafter defined)
               executed by Mortgagor.

          6.   Mortgagor hereby agrees to execute and deliver, or cause to be
               executed and delivered, to Mortgagee such additional
               documentation as Mortgagee shall require in order to evidence or
               effectuate the transactions contemplated hereby or in order to
               update information and undertakings heretofore given to Mortgagee
               by or on behalf of Mortgagor.

          7.   This Third Modification shall be governed by, and construed in
               accordance with, the internal laws of the State of Illinois
               (other than those which pertain to conflicts of law),
               irrespective of the fact that one or more of the parties is or
               may become a resident of a different state.

          8.   This Third Modification shall inure to the benefit of Mortgagee's
               successors and assigns, and shall be binding upon the successors
               and assigns of Mortgagor.

          9.   This Third Modification may be executed in any number of
               counterparts, each of which shall be considered an original, and
               all of which, when taken together, shall constitute one and the
               same instrument.

          10.  Mortgagor: (i) reaffirms and remakes to Mortgagee all
               representations and warranties set forth in the Mortgage,
               Assignment, the Installment Note, the Additional Note, the
               Security Agreement dated as of June 29, 1999 executed by
               Mortgagor in favor of Mortgagee (the "Security Agreement") and
               any and all other loan documents executed by Mortgagor to
               evidence and secure such indebtedness as well as that certain
               Guaranty, dated June 29, 1999 and that certain Cross-Default
               Agreement dated June 29, 1999, each of which Leapnet, Inc.
               executed in favor of and delivered to Morgagee (all of the
               preceding documents, as amended, modified, restated or replaced
               from time to time, will be collectively referred to as the "Loan
               Documents"), and (ii) represents and warrants to Mortgagee that
               as of the date of this Third Modification no Event of Default
               exists under the Loan Documents, and Mortgagor is in full
               compliance will all of Mortgagor's obligations under the Loan
               Documents.

          11.  Mortgagor consents to the terms, provisions and conditions of
               this Third Modification and ratifies, confirms and approves the
               Loan Documents as clarified in this instrument, and each and
               every term, provision and condition herein contained, and
               acknowledges that they remain in full force and effect without
               offset in favor of Mortgagor, demand or counterclaim.

                                      23
<PAGE>

          12.  Mortgagor agrees to pay, upon demand, all costs and expenses,
               including but not limited to, attorneys' fees and disbursements,
               incurred by Mortgagee in connection with this Third Modification.

          13.  MORTGAGOR IRREVOCABLY WAIVES ALL RIGHTS OF TRIAL BY JURY IN ANY
               ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN
               CONNECTION WITH THIS THIRD MODIFICATION OR ANY OTHER LOAN
               DOCUMENT OR ASSOCIATED MATTER.

          14.  Mortgagee, by entering into this Third Modification, is not
               waiving any rights it may have under the Loan Documents
               concerning any breach (whether or not currently matured) of
               Mortgagor under the Loan Documents, or of any matured or
               unmatured Event of Default, whether or not Mortgagor has notice
               of the same.


         IN WITNESS WHEREOF, the parties hereto have signed, sealed and
delivered this Third Modification as of the date first written above.

"MORTGAGOR"

QUANTUM LEAP COMMUNICATIONS, INC.,
a Delaware corporation


By: /s/ Robert C. Bramlette
    ------------------------------
Name:   Robert C. Bramlette
    ------------------------------
Its:    Vice President
    ------------------------------



"MORTGAGEE"

AMERICAN NATIONAL BANK
AND TRUST COMPANY OF CHICAGO

By: /s/ Charlene R. Branda
    ------------------------------
Name:   Charlene R. Branda
    ------------------------------
Its:    Vice President
    ------------------------------

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                                  EXHIBIT "A"

                               Legal Description
                               -----------------


Units No. 1, No. 2 and No. 3 in Gibraltar Lofts, 420 West Huron condominium, as
delineated on a survey of the following described real estate:

Lots 20, 21 and 22 in Block 7 in Higgins Law and Co.'s Addition to Chicago in
the Northeast 1/4 of the Northwest 1/4 of Section 9, Township 39 North, Range
14, East of the Third Principal Meridian, in Cook County, Illinois;

which survey is attached as Exhibit "A" to the Declaration of Condominium
recorded as document 24777965, together with its undivided percentage interest
in the common elements, in Cook County, Illinois.


<TABLE>
<S>                             <C>
COMMONLY KNOWN AS:                Units 1, 2 and 3 in Gibraltar Lofts - 420 West Huron Condominium
                                  420 West Huron Street
                                  Chicago, Illinois 60610
</TABLE>

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