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                                                                   EXHIBIT 10.4



                               SECURITY AGREEMENT

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<S>                                   <C>
BANK/SECURED PARTY:                   DEBTOR(S)/PLEDGOR(S):

NationsBank, N.A.                     Insurance Management Solutions Group, Inc., a Florida
Banking Center:                       corporation
                                      Insurance Management Solutions, Inc., a Florida corporation
18167 US Hwy 19 North, Suite 600      Geotrac of America, Inc., a Florida corporation
Clearwater, Florida 33764-6575        IMS Direct, Inc., a Florida corporation
                                      Colonial Claims Corporation, a Florida corporation
Pinellas County, Florida
                                      and all future subsidiaries hereof as may be joined in the future.

                                      360 Central Avenue
                                      St. Petersburg, Florida 33701
                                      Pinellas County, Florida.
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Debtor/Pledgors are Corporations
Address is Debtors'/Pledgors' Chief Executive Office if more than one place of
business is 360 Central Avenue, St. Petersburg, Florida, 33701.
Collateral (hereinafter defined) is located at: Debtors'/Pledgors' address shown above and the following
address: 10551 5th Street North, St. Petersburg, Florida, 33702, 3900 Laylin Road, Norwalk, Ohio, 44857,
156 South Norwalk Road, Norwalk, Ohio, 44857, and 2200 Bayshore Blvd., Dunedin, Florida 34698.
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1.   SECURITY INTEREST. For good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, Debtors/Pledgors (hereinafter
referred to as "Debtor") assigns and grants to Bank (also known as "Secured
Party"), a security interest and lien in the Collateral (hereinafter defined)
to secure the payment and the performance of the Obligation (hereinafter
defined).

2.   COLLATERAL. A security interest is granted in the following collateral
described in this Item 2 (the "Collateral"):

     A. TYPES OF COLLATERAL:

        i.   ACCOUNTS: Any and all accounts and other rights of Debtor to the
             payment for goods sold or leased or for services rendered whether
             or not earned by performance, including, without limitation,
             contract rights, book debts, checks, notes, drafts, instruments,
             chattel paper, acceptances, and any and all amounts due to Debtor
             from a factor or other forms of obligations and receivables, now
             existing or hereafter arising.

        ii.  INVENTORY: Any and all of Debtor's goods held as inventory,
             whether now owned or hereafter acquired, including without
             limitation, any and all such goods held for sale or lease or being
             processed for sale or lease in Debtor's business, as now or
             hereafter conducted, including all materials, goods and work in
             process, finished goods and other tangible property held for sale
             or lease or furnished or to be

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             furnished under contracts of service or used or consumed in
             Debtor's business, along with all documents (including documents
             of title) covering such inventory.

        iii. EQUIPMENT: Any and all of Debtor's goods held as equipment,
             including, without limitation, all machinery, tools, dies,
             furnishings, or fixtures, wherever located, whether now owned or
             hereafter acquired, together with all increases, parts, fittings,
             accessories, equipment, and special tools now or hereafter affixed
             to any part thereof or used in connection therewith.

        iv.  INSTRUMENTS AND/OR INVESTMENT DOCUMENTS: Any and all of Debtor's
             instruments, documents, and other writings of any type, which
             evidence a right to the payment of money and which are of a type
             that is transferred in the ordinary course of business by delivery
             with any necessary indorsement or assignment, whether now owned or
             hereafter acquired, including, without limitation, negotiable
             instruments, promissory notes, and documents of title owned or to
             be owned by Debtor, certificates of deposit, and all liens,
             security agreements, leases and other contracts securing or
             otherwise relating to any of said instruments or documents.

        v.   GENERAL INTANGIBLES: Any and all of Debtor's general intangible
             property, whether now owned or hereafter acquired by Debtor or
             used in Debtor's business currently or hereafter, including,
             without limitation, all patents, trademarks, service marks, trade
             secrets, copyrights and exclusive licenses (whether issued or
             pending), literary rights, contract rights and all documents,
             applications, materials and other matters related thereto, all
             inventions, all manufacturing, engineering and production plans,
             drawings, specifications, processes and systems, all trade names,
             goodwill and all chattel paper, documents and instruments relating
             to such general intangibles.

     B. SUBSTITUTIONS, PROCEEDS AND RELATED ITEMS. Any and all substitutes and
replacements for, accessions, attachments and other additions to, tools, parts
and equipment now or hereafter added to or used in connection with, and all
cash or non-cash proceeds and products of, the Collateral (including, without
limitation, all income, benefits and property receivable, received or
distributed which results from any of the Collateral, such as dividends payable
or distributable in cash, property or stock; insurance distributions of any
kind related to the Collateral, including, without limitation, returned
premiums, interest, premium and principal payments; redemption proceeds and
subscription rights; and shares or other proceeds of conversions or splits of
any securities in the Collateral); any and all choses in action and causes of
action of Debtor, whether now existing or hereafter arising, relating directly
or indirectly to the Collateral (whether arising in contract, tort or otherwise
and whether or not currently in litigation); all certificates of title,
manufacturer's statements of origin, other documents, accounts and chattel
paper, whether now existing or hereafter arising directly or indirectly from or
related to the Collateral; all warranties, wrapping, packaging, advertising and
shipping materials used or to be used in connection with or related to the
Collateral; all of Debtor's books, records, data, plans, manuals, computer
software, computer tapes, computer systems, computer disks, computer programs,
source codes and object codes containing any information, pertaining directly
or indirectly to the Collateral and all rights of Debtor to retrieve data and
other information pertaining directly or indirectly to the Collateral from
third parties, whether now existing or hereafter arising; and all returned,
refused, stopped in transit, or repossessed Collateral, any of which, if
received by Debtor, upon request shall be delivered immediately to Bank.

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     C. BALANCES AND OTHER PROPERTY. The balance of every deposit account of
Debtor maintained with Bank and any other claim of Debtor against Bank, now or
hereafter existing, liquidated or unliquidated, and all money, instruments,
securities, documents, chattel paper, credits, claims, demands, income, and any
other property, rights and interests of Debtor which at any time shall come
into the possession or custody or under the control of Bank or any of its
agents or affiliates for any purpose, and the proceeds of any thereof. Bank
shall be deemed to have possession of any of the Collateral in transit to or
set apart for it or any of its agents or affiliates.

3.   DESCRIPTION OF OBLIGATION(S). The following obligations ("Obligation" or
"Obligations") are secured by this Agreement: (a) All debts, obligations,
liabilities and agreements of Debtor to Bank, now or hereafter existing,
arising directly or indirectly between Debtor and Bank whether absolute or
contingent, joint or several, secured or unsecured, due or not due, contractual
or tortious, liquidated or unliquidated, arising by operation of law or
otherwise, and all renewals, extensions or rearrangement of any of the above;
(b) All costs incurred by Bank to obtain, preserve, perfect and enforce this
Agreement and maintain, preserve, collect and realize upon the Collateral; (c)
All debt, obligations and liabilities of Debtor/Pledgor to Bank of the kinds
described in this Item 3., now existing or hereafter arising; (d) All other
costs and attorney's fees incurred by Bank, for which Debtor is obligated to
reimburse Bank in accordance with the terms of the Loan Documents (hereinafter
defined), together with interest at the maximum rate allowed by law, or if
none, 18% per annum; and (e) All amounts which may be owed to Bank pursuant to
all other Loan Documents executed between Bank and any other Debtor. If Debtor
is not the obligor of the Obligation, and in the event any amount paid to Bank
on any Obligation is subsequently recovered from Bank in or as a result of any
bankruptcy, insolvency or fraudulent conveyance proceeding, Debtor shall be
liable to Bank for the amounts so recovered up to the fair market value of the
Collateral whether or not the Collateral has been released or the security
interest terminated. In the event the Collateral has been released or the
security interest terminated, the fair market value of the Collateral shall be
determined, at Bank's option, as of the date the Collateral was released, the
security interest terminated, or said amounts were recovered.

4.   DEBTOR'S WARRANTIES. Debtor hereby represents and warrants to Bank as
follows:

     A. FINANCING STATEMENTS. Except as may be noted by schedule attached
hereto and incorporated herein by reference, and except for a financing
statement in favor of Huntington Bank relating to a loan that will be satisfied
with a portion of the proceeds of the loan giving rise to this Agreement, no
financing statement covering the Collateral is or will be on file in any public
office, except the financing statements relating to this security interest, and
no security interest, other than the one herein created, has attached or been
perfected in the Collateral or any part thereof.

     B. OWNERSHIP. Debtor owns, or will use the proceeds of any loans by Bank
to become the owner of, the Collateral free from any setoff, claim,
restriction, lien, security interest or encumbrance except liens for taxes not
yet due and the security interest hereunder.

     C. FIXTURES AND ACCESSIONS. None of the Collateral is affixed to real
estate or is an accession to any goods, or will become a fixture or accession,
except as expressly set out herein.

     D. CLAIMS OF DEBTORS ON THE COLLATERAL. All account debtors and other
obligors whose debts or obligations are part of the Collateral have no right to
setoffs, counterclaims or adjustments, and no defenses in connection therewith.

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     E. ENVIRONMENTAL COMPLIANCE. The conduct of Debtor's business operations
and the condition of Debtor's property does not and will not violate any
federal laws, rules or ordinances for environmental protection, regulations of
the Environmental Protection Agency and any applicable local or state law,
rule, regulation or rule of common law and any judicial interpretation thereof
relating primarily to the environment or any materials defined as hazardous
materials or substances under any local, state or federal environmental laws,
rules or regulations, and petroleum, petroleum products, oil and asbestos
("Hazardous Materials").

     F. POWER AND AUTHORITY. Debtor has full power and authority to make this
Agreement, and all necessary consents and approvals of any persons, entities,
governmental or regulatory authorities and securities exchanges have been
obtained to effectuate the validity of this Agreement.

5.   DEBTOR'S COVENANTS. Until full payment and performance of all of the
Obligation and termination or expiration of any obligation or commitment of
Bank to make advances or loans to Debtor, unless Bank otherwise consents in
writing:

     A. OBLIGATION AND THIS AGREEMENT. Debtor shall perform all of its
agreements herein and in any other agreements between it and Bank.

     B. OWNERSHIP AND MAINTENANCE OF THE COLLATERAL. Debtor shall keep all
tangible Collateral in good condition. Debtor shall defend the Collateral
against all claims and demands of all persons at any time claiming any interest
therein adverse to Bank. Debtor shall keep the Collateral free from all liens
and security interests except those for taxes not yet due and the security
interest hereby created.

     C. INSURANCE. Debtor shall insure the Collateral with companies acceptable
to Bank. Such insurance shall be in an amount not less than the fair market
value of the Collateral and shall be against such casualties, with such
deductible amounts as Bank shall approve. All insurance policies shall be
written for the benefit of Debtor and Bank as their interests may appear,
payable to Bank as loss payee, or in other form satisfactory to Bank, and such
policies or certificates evidencing the same shall be furnished to Bank. All
policies of insurance shall provide for written notice to Bank at least thirty
(30) days prior to cancellation. Risk of loss or damage is Debtor's to the
extent of any deficiency in any effective insurance coverage.

     D. BANK'S COSTS. Debtor shall pay all costs necessary to obtain, preserve,
perfect, defend and enforce the security interest created by this Agreement,
collect the Obligation, and preserve, defend, enforce and collect the
Collateral, including but not limited to taxes, assessments, insurance
premiums, repairs, rent, storage costs and expenses of sales, legal expenses,
reasonable attorney's fees and other fees or expenses for which Debtor is
obligated to reimburse Bank in accordance with the terms of the Loan Documents.
Whether the Collateral is or is not in Bank's possession, and without any
obligation to do so and without waiving Debtor's default for failure to make
any such payment, Bank at its option may pay any such costs and expenses,
discharge encumbrances on the Collateral, and pay for insurance of the
Collateral, and such payments shall be a part of the Obligation and bear
interest at the rate set out in the Obligation. Debtor agrees to reimburse Bank
on demand for any costs so incurred.

     E. INFORMATION AND INSPECTION. Debtor shall (i) promptly furnish Bank any
information with respect to the Collateral requested by Bank; (ii) allow Bank
or its representatives to inspect the Collateral, at any time and wherever
located, and to inspect and copy, or furnish Bank or its representatives with
copies of, all records relating

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to the Collateral and the Obligation; (iii) promptly furnish Bank or its
representatives such information as Bank may request to identify the
Collateral, at the time and in the form requested by Bank; and (iv) deliver
upon request to Bank shipping and delivery receipts evidencing the shipment of
goods and invoices evidencing the receipt of, and the payment for, the
Collateral.

     F. ADDITIONAL DOCUMENTS. Debtor shall sign and deliver any papers deemed
necessary or desirable in the judgment of Bank to obtain, maintain, and perfect
the security interest hereunder and to enable Bank to comply with any federal
or state law in order to obtain or perfect Bank's interest in the Collateral or
to obtain proceeds of the Collateral.

     G. PARTIES LIABLE ON THE COLLATERAL. Debtor shall preserve the liability
of all obligors on any Collateral, shall preserve the priority of all security
therefor, and shall deliver to Bank the original certificates of title on all
motor vehicles or other titled vehicles constituting the Collateral. Bank shall
have no duty to preserve such liability or security, but may do so at the
expense of Debtor, without waiving Debtor's default.

     H. RECORDS OF THE COLLATERAL. Debtor at all times shall maintain accurate
books and records covering the Collateral. Debtor immediately will mark all
books and records with an entry showing the absolute assignment of all
Collateral to Bank, and Bank is hereby given the right to audit the books and
records of Debtor relating to the Collateral at any time and from time to time.
The amounts shown as owed to Debtor on Debtor's books and on any assignment
schedule will be the undisputed amounts owing and unpaid.

     I. DISPOSITION OF THE COLLATERAL. If disposition of any Collateral gives
rise to an account, chattel paper or instrument, Debtor immediately shall
notify Bank, and upon request of Bank shall assign or indorse the same to Bank.
No Collateral may be sold, leased, manufactured, processed or otherwise
disposed of by Debtor in any manner without the prior written consent of Bank,
except the Collateral sold, leased, manufactured, processed or consumed in the
ordinary course of business.

     J. ACCOUNTS. Each account held as Collateral will represent the valid and
legally enforceable obligation of third parties and shall not be evidenced by
any instrument or chattel paper.

     K. NOTICE/LOCATION OF THE COLLATERAL. Debtor shall give Bank written
notice of each office of Debtor in which records of Debtor pertaining to
accounts held as Collateral are kept, and each location at which the Collateral
is or will be kept, and of any change of any such location. If no such notice
is given, all records of Debtor pertaining to the Collateral and all Collateral
of Debtor are and shall be kept at the address marked by Debtor above.

     L. CHANGE OF NAME/STATUS AND NOTICE OF CHANGES. Without the written
consent of Bank, Debtor shall not change its name, change its corporate status,
use any trade name or engage in any business not reasonably related to its
business as presently conducted. Debtor shall notify Bank immediately of (i)
any material change in the Collateral, (ii) a change in Debtor's residence or
location, (iii) a change in any matter warranted or represented by Debtor in
this Agreement, or in any of the Loan Documents or furnished to Bank pursuant
to this Agreement, and (iv) the occurrence of an Event of Default (hereinafter
defined).

     M. USE AND REMOVAL OF THE COLLATERAL. Debtor shall not use the Collateral
illegally. Debtor shall not, unless previously indicated as a fixture, permit
the Collateral to be affixed to real or personal property without the prior

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written consent of Bank. Debtor shall not permit any of the Collateral to be
removed from the locations specified herein without the prior written consent
of Bank, except for the sale of inventory in the ordinary course of business.

     N. POSSESSION OF THE COLLATERAL. After a default that has not been timely
cured, Debtor shall deliver all investment securities and other instruments,
documents and chattel paper which are part of the Collateral and in Debtor's
possession to Bank immediately, or if hereafter acquired, immediately following
acquisition, appropriately indorsed to Bank's order, or with appropriate, duly
executed powers. Debtor waives presentment, notice of acceleration, demand,
notice of dishonor, protest, and all other notices with respect thereto.

     O. CONSUMER CREDIT. If any Collateral or proceeds includes obligations of
third parties to Debtor, the transactions giving rise to the Collateral shall
conform in all respects to the applicable state or federal law including but
not limited to consumer credit law. Debtor shall hold harmless and indemnify
Bank against any cost, loss or expense arising from Debtor's breach of this
covenant.

     P. POWER OF ATTORNEY. Debtor appoints Bank and any officer thereof as
Debtor's attorney-in-fact with full power in Debtor's name and behalf to do
every act which Debtor is obligated to do or may be required to do hereunder;
however, nothing in this paragraph shall be construed to obligate Bank to take
any action hereunder nor shall Bank be liable to Debtor for failure to take any
action hereunder. This appointment shall be deemed a power coupled with an
interest and shall not be terminable as long as the Obligation is outstanding
and shall not terminate on the disability or incompetence of Debtor.

     Q. WAIVERS BY DEBTOR. Debtor waives notice of the creation, advance,
increase, existence, extension or renewal of, and of any indulgence with
respect to, the Obligation; waives presentment, demand, notice of dishonor, and
protest; waives notice of the amount of the Obligation outstanding at any time,
notice of any change in financial condition of any person liable for the
Obligation or any part thereof, notice of any Event of Default, and all other
notices respecting the Obligation; and agrees that maturity of the Obligation
and any part thereof may be accelerated, extended or renewed one or more times
by Bank in its discretion, without notice to Debtor. Debtor waives any right to
require that any action be brought against any other person or to require that
resort be had to any other security or to any balance of any deposit account.
Debtor further waives any right of subrogation or to enforce any right of
action against any other Debtor until the Obligation is paid in full.

     R. OTHER PARTIES AND OTHER COLLATERAL. No renewal or extension of or any
other indulgence with respect to the Obligation or any part thereof, no release
of any security, no release of any person (including any maker, indorser,
guarantor or surety) liable on the Obligation, no delay in enforcement of
payment, and no delay or omission or lack of diligence or care in exercising
any right or power with respect to the Obligation or any security therefor or
guaranty thereof or under this Agreement shall in any manner impair or affect
the rights of Bank under the law, hereunder, or under any other agreement
pertaining to the Collateral. Bank need not file suit or assert a claim for
personal judgment against any person for any part of the Obligation or seek to
realize upon any other security for the Obligation, before foreclosing or
otherwise realizing upon the Collateral. Debtor waives any right to the benefit
of or to require or control application of any other security or proceeds
thereof, and agrees that Bank shall have no duty or obligation to Debtor to
apply to the Obligation any such other security or proceeds thereof.

     S. COLLECTION AND SEGREGATION OF ACCOUNTS AND RIGHT TO NOTIFY. Bank hereby
authorizes Debtor to collect the Collateral, subject to the direction and
control of Bank, but Bank may, without cause or notice, curtail or

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terminate said authority at any time. Upon notice by Bank, whether oral or in
writing, to Debtor, Debtor shall forthwith upon receipt of all checks, drafts,
cash, and other remittances in payment of or on account of the Collateral,
deposit the same in one or more special accounts maintained with Bank over
which Bank alone shall have the power of withdrawal. The remittance of the
proceeds of such Collateral shall not, however, constitute payment or
liquidation of such Collateral until Bank shall receive good funds for such
proceeds. Funds placed in such special accounts shall be held by Bank as
security for all Obligations secured hereunder. These proceeds shall be
deposited in precisely the form received, except for the indorsement of Debtor
where necessary to permit collection of items, which indorsement Debtor agrees
to make, and which indorsement Bank is also hereby authorized, as
attorney-in-fact, to make on behalf of Debtor. In the event Bank has notified
Debtor to make deposits to a special account, pending such deposit, Debtor
agrees that it will not commingle any such checks, drafts, cash or other
remittances with any funds or other property of Debtor, but will hold them
separate and apart therefrom, and upon an express trust for Bank until deposit
thereof is made in the special account. Bank will, from time to time, apply the
whole or any part of the Collateral funds on deposit in this special account
against such Obligations as are secured hereby as Bank may in its sole
discretion elect. At the sole election of Bank, any portion of said funds on
deposit in the special account which Bank shall elect not to apply to the
Obligations, may be paid over by Bank to Debtor. At any time, whether Debtor is
or is not in default hereunder, Bank may notify persons obligated on any
Collateral to make payments directly to Bank and Bank may take control of all
proceeds of any Collateral. Until Bank elects to exercise such rights, Debtor,
as agent of Bank, shall collect and enforce all payments owed on the
Collateral.

     T. COMPLIANCE WITH STATE AND FEDERAL LAWS. Debtor will maintain its
existence, good standing and qualification to do business, where required, and
comply with all laws, regulations and governmental requirements, including
without limitation, environmental laws applicable to it or any of its property,
business operations and transactions.

     U. ENVIRONMENTAL COVENANTS. Debtor shall immediately advise Bank in
writing of (i) any and all enforcement, cleanup, remedial, removal, or other
governmental or regulatory actions instituted, completed or threatened pursuant
to any applicable federal, state, or local laws, ordinances or regulations
relating to any Hazardous Materials affecting Debtor's business operations; and
(ii) all claims made or threatened by any third party against Debtor relating
to damages, contribution, cost recovery, compensation, loss or injury resulting
from any Hazardous Materials. Debtor shall immediately notify Bank of any
remedial action taken by Debtor with respect to Debtor's business operations.
Debtor will not use or permit any other party to use any Hazardous Materials at
any of Debtor's places of business or at any other property owned by Debtor
except such materials as are incidental to Debtor's normal course of business,
maintenance and repairs and which are handled in compliance with all applicable
environmental laws. Debtor agrees to permit Bank, its agents, contractors and
employees to enter and inspect any of Debtor's places of business or any other
property of Debtor at any reasonable times upon three (3) days prior notice for
the purposes of conducting an environmental investigation and audit (including
taking physical samples) to insure that Debtor is complying with this covenant
and Debtor shall reimburse Bank on demand for the costs of any such
environmental investigation and audit. Debtor shall provide Bank, its agents,
contractors, employees and representatives with access to and copies of any and
all data and documents relating to or dealing with any Hazardous Materials
used, generated, manufactured, stored or disposed of by Debtor's business
operations within five (5) days of the request therefor.

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6.   RIGHTS AND POWERS OF BANK.

     A. GENERAL. Bank, before or after default, without liability to Debtor,
may obtain from any person information regarding Debtor or Debtor's business,
which information any such person also may furnish without liability to Debtor.
After a default which has not been timely cured, Bank may, without liability to
Debtor: require Debtor to give possession or control of any Collateral to Bank;
indorse as Debtor's agent any instruments, documents or chattel paper in the
Collateral or representing proceeds of the Collateral; contact account debtors
directly to verify information furnished by Debtor; take control of proceeds,
including stock received as dividends or by reason of stock splits; release the
Collateral in its possession to any Debtor, temporarily or otherwise; require
additional Collateral; reject as unsatisfactory any property hereafter offered
by Debtor as Collateral; set standards from time to time to govern what may be
used as after acquired Collateral; designate, from time to time, a certain
percent of the Collateral as the loan value and require Debtor to maintain the
Obligation at or below such figure; take control of funds generated by the
Collateral, such as cash dividends, interest and proceeds or refunds from
insurance, and use same to reduce any part of the Obligation and exercise all
other rights which an owner of such Collateral may exercise, except the right
to vote or dispose of the Collateral before an Event of Default; at any time
transfer any of the Collateral or evidence thereof into its own name or that of
its nominee; and demand, collect, convert, redeem, receipt for, settle,
compromise, adjust, sue for, foreclose or realize upon the Collateral, in its
own name or in the name of Debtor, as Bank may determine. Bank shall not be
liable for failure to collect any account or instruments, or for any act or
omission on the part of Bank, its officers, agents or employees, except for its
or their own willful misconduct or gross negligence. The foregoing rights and
powers of Bank will be in addition to, and not a limitation upon, any rights
and powers of Bank given by law, elsewhere in this Agreement, or otherwise. If
Debtor fails to maintain any required insurance, to the extent permitted by
applicable law Bank may (but is not obligated to) purchase single interest
insurance coverage for the Collateral which insurance may at Bank's option (i)
protect only Bank and not provide any remuneration or protection for Debtor
directly and (ii) provide coverage only after the Obligation has been declared
due as herein provided. The premiums for any such insurance purchased by Bank
shall be a part of the Obligation and shall bear interest as provided in 3(d)
hereof.

     B. CONVERTIBLE COLLATERAL. After a default which has not been timely
cured, Bank may present for conversion any Collateral which is convertible into
any other instrument or investment security or a combination thereof with cash,
but Bank shall not have any duty to present for conversion any Collateral
unless it shall have received from Debtor detailed written instructions to that
effect at a time reasonably far in advance of the final conversion date to make
such conversion possible.

7.   DEFAULT.

     A. EVENT OF DEFAULT. An event of default ("Event of Default") shall occur
if: (i) there is a loss, theft, damage or destruction of any material portion
of the Collateral for which there is no insurance coverage or for which there
is insufficient insurance coverage; (ii) Debtor or any other obligor on all or
part of the Obligation shall fail to timely and properly pay or observe, keep
or perform any term, covenant, agreement or condition in this Agreement or in
any other agreement between Debtor and Bank or between Bank and any other
obligor on the Obligation, including, but not limited to, any other note or
instrument, loan agreement, security agreement, deed of trust, mortgage,
promissory note, guaranty, certificate, assignment, instrument, document or
other agreement concerning or related to the Obligation (collectively, the
"Loan Documents"); (iii) Debtor or such other obligor shall fail to timely and
properly pay or observe, keep or perform any term, covenant, agreement or
condition in any agreement between

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such party and any affiliate or subsidiary of NationsBank Corporation; (iv)
Debtor or such other obligor shall fail to timely and properly pay or observe,
keep or perform any term, covenant, agreement or condition in any lease
agreement between such party and any lessor pertaining to premises at which any
Collateral is located or stored; or (v) Debtor or such other obligor abandons
any leased premises at which any Collateral is located or stored and the
Collateral is either moved without the prior written consent of Bank or the
Collateral remains at the abandoned premises. Consistent with that certain Loan
Agreement of even date herewith (but not in addition to any curative periods
contained therein), Debtor shall have a period of ten (10) days to cure any
monetary default and thirty (30) days from the date of written notice from
Secured Party to cure any non-monetary default by Borrower before Secured Party
may pursue the remedies set forth below.

     B. RIGHTS AND REMEDIES. If any Event of Default shall occur, then, in each
and every such case, Bank may, without presentment, demand, or protest; notice
of default, dishonor, demand, non-payment, or protest; notice of intent to
accelerate all or any part of the Obligation; notice of acceleration of all or
any part of the Obligation; or notice of any other kind, all of which Debtor
hereby expressly waives, (except for any notice required under this Agreement,
any other Loan Document or applicable law); at any time thereafter exercise
and/or enforce any of the following rights and remedies at Bank's option:

        i. ACCELERATION. The Obligation shall, at Bank's option, become
immediately due and payable, and the obligation, if any, of Bank to permit
further borrowings under the Obligation shall at Bank's option immediately
cease and terminate.

       ii. POSSESSION AND COLLECTION OF THE COLLATERAL. At its option: (a) take
possession or control of, store, lease, operate, manage, sell, or instruct any
Agent or Broker to sell or otherwise dispose of, all or any part of the
Collateral; (b) notify all parties under any account or contract right forming
all or any part of the Collateral to make any payments otherwise due to Debtor
directly to Bank; (c) in Bank's own name, or in the name of Debtor, demand,
collect, receive, sue for, and give receipts and releases for, any and all
amounts due under such accounts and contract rights; (d) indorse as the agent
of Debtor any check, note, chattel paper, documents, or instruments forming all
or any part of the Collateral; (e) make formal application for transfer to Bank
(or to any assignee of Bank or to any purchaser of any of the Collateral) of
all of Debtor's permits, licenses, approvals, agreements, and the like relating
to the Collateral or to Debtor's business; (f) take any other action which Bank
deems necessary or desirable to protect and realize upon its security interest
in the Collateral; and (g) in addition to the foregoing, and not in
substitution therefor, exercise any one or more of the rights and remedies
exercisable by Bank under any other provision of this Agreement, under any of
the other Loan Documents, or as provided by applicable law (including, without
limitation, the Uniform Commercial Code as in effect in Florida (hereinafter
referred to as the "UCC")). In taking possession of the Collateral Bank may
enter Debtor's premises and otherwise proceed without legal process, if this
can be done without breach of the peace. Debtor shall, upon Bank's demand,
promptly make the Collateral or other security available to Bank at a place
designated by Bank, which place shall be reasonably convenient to both parties.

Bank shall not be liable for, nor be prejudiced by, any loss, depreciation or
other damages to the Collateral, unless caused by Bank's willful and malicious
act. Bank shall have no duty to take any action to preserve or collect the
Collateral.

      iii. RECEIVER. Obtain the appointment of a receiver for all or any of the
Collateral, Debtor hereby consenting

                                         9

<PAGE>   10

to the appointment of such a receiver and agreeing not to oppose any such
appointment.

       iv. RIGHT OF SET OFF. Without notice or demand to Debtor, set off and
apply against any and all of the Obligation any and all deposits (general or
special, time or demand, provisional or final) and any other indebtedness, at
any time held or owing by Bank or any of Bank's agents or affiliates to or for
the credit of the account of Debtor or any guarantor or indorser of Debtor's
Obligation.

Bank shall be entitled to immediate possession of all books and records
evidencing any Collateral or pertaining to chattel paper covered by this
Agreement and it or its representatives shall have the authority to enter upon
any premises upon which any of the same, or any Collateral, may be situated and
remove the same therefrom without liability. Bank may surrender any insurance
policies in the Collateral and receive the unearned premium thereon. Debtor
shall be entitled to any surplus and shall be liable to Bank for any
deficiency. The proceeds of any disposition after default available to satisfy
the Obligation shall be applied to the Obligation in such order and in such
manner as Bank in its discretion shall decide.

Debtor specifically understands and agrees that any sale by Bank of all or part
of the Collateral pursuant to the terms of this Agreement may be effected by
Bank at times and in manners which could result in the proceeds of such sale as
being significantly and materially less than might have been received if such
sale had occurred at different times or in different manners, and Debtor hereby
releases Bank and its officers and representatives from and against any and all
obligations and liabilities arising out of or related to the timing or manner
of any such sale.

If, in the opinion of Bank, there is any question that a public sale or
distribution of any Collateral will violate any state or federal securities
law, Bank may offer and sell such Collateral in a transaction exempt from
registration under federal securities law, and any such sale made in good faith
by Bank shall be deemed "commercially reasonable".

8.   GENERAL.

     A. PARTIES BOUND. Bank's rights hereunder shall inure to the benefit of
its successors and assigns. In the event of any assignment or transfer by Bank
of any of the Obligation or the Collateral, Bank thereafter shall be fully
discharged from any responsibility with respect to the Collateral so assigned
or transferred, but Bank shall retain all rights and powers hereby given with
respect to any of the Obligation or the Collateral not so assigned or
transferred. All representations, warranties and agreements of Debtor if more
than one are joint and several and all shall be binding upon the personal
representatives, heirs, successors and assigns of Debtor.

     B. WAIVER. No delay of Bank in exercising any power or right shall operate
as a waiver thereof; nor shall any single or partial exercise of any power or
right preclude other or further exercise thereof or the exercise of any other
power or right. No waiver by Bank of any right hereunder or of any default by
Debtor shall be binding upon Bank unless in writing, and no failure by Bank to
exercise any power or right hereunder or waiver of any default by Debtor shall
operate as a waiver of any other or further exercise of such right or power or
of any further default. Each right, power and remedy of Bank as provided for
herein or in any of the Loan Documents, or which shall now or hereafter exist
at law or in equity or by statute or otherwise, shall be cumulative and
concurrent and shall be in addition to every other such right, power or remedy.
The exercise or beginning of the exercise by Bank of any one or more of such
rights, powers or remedies shall not preclude the simultaneous or later
exercise by Bank of any or all other such rights, powers or remedies.

                                         10

<PAGE>   11

     C. AGREEMENT CONTINUING. This Agreement shall constitute a continuing
agreement, applying to all future as well as existing transactions, whether or
not of the character contemplated at the date of this Agreement, and if all
transactions between Bank and Debtor shall be closed at any time, shall be
equally applicable to any new transactions thereafter. Provisions of this
Agreement, unless by their terms exclusive, shall be in addition to other
agreements between the parties. Time is of the essence of this Agreement.

     D. DEFINITIONS. Unless the context indicates otherwise, definitions in the
UCC apply to words and phrases in this Agreement; if UCC definitions conflict,
Article 9 definitions apply.

     E. NOTICES. Notice shall be deemed reasonable if mailed postage prepaid at
least five (5) days before the related action (or if the UCC elsewhere
specifies a longer period, such longer period) to the address of Debtor given
above, or to such other address as any party may designate by written notice to
the other party. Each notice, request and demand shall be deemed given or made,
if sent by mail, upon the earlier of the date of receipt or five (5) days after
deposit in the U.S. Mail, first class postage prepaid, or if sent by any other
means, upon delivery.

     F. MODIFICATIONS. No provision hereof shall be modified or limited except
by a written agreement expressly referring hereto and to the provisions so
modified or limited and signed by Debtor and Bank. The provisions of this
Agreement shall not be modified or limited by course of conduct or usage of
trade.

     G. APPLICABLE LAW AND PARTIAL INVALIDITY. This Agreement has been
delivered in the State of Florida and shall be construed in accordance with the
laws of that State. Wherever possible each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement shall be prohibited by or invalid under
applicable law, such provision shall be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of such
provisions or the remaining provisions of this Agreement. The invalidity or
unenforceability of any provision of any Loan Document to any person or
circumstance shall not affect the enforceability or validity of such provision
as it may apply to other persons or circumstances.

     H. FINANCING STATEMENT. To the extent permitted by applicable law, a
carbon, photographic or other reproduction of this Agreement or any financing
statement covering the Collateral shall be sufficient as a financing statement.

     I. ARBITRATION. ANY CONTROVERSY OR CLAIM BETWEEN OR AMONG THE PARTIES
HERETO INCLUDING BUT NOT LIMITED TO THOSE ARISING OUT OF OR RELATING TO THIS
INSTRUMENT, AGREEMENT OR DOCUMENT OR ANY RELATED INSTRUMENTS, AGREEMENTS OR
DOCUMENTS, INCLUDING ANY CLAIM BASED ON OR ARISING FROM AN ALLEGED TORT, SHALL
BE DETERMINED BY BINDING ARBITRATION IN ACCORDANCE WITH THE FEDERAL ARBITRATION
ACT (OR IF NOT APPLICABLE, THE APPLICABLE STATE LAW), THE RULES OF PRACTICE AND
PROCEDURE FOR THE ARBITRATION OF COMMERCIAL DISPUTES OF J.A.M.S./ENDISPUTE OR
ANY SUCCESSOR THEREOF ("J.A.M.S."), AND THE "SPECIAL RULES" SET FORTH BELOW. IN
THE EVENT OF ANY INCONSISTENCY, THE SPECIAL RULES SHALL CONTROL. JUDGMENT UPON
ANY ARBITRATION AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION. ANY
PARTY TO THIS INSTRUMENT, AGREEMENT OR DOCUMENT MAY BRING AN ACTION, INCLUDING
A SUMMARY OR EXPEDITED PROCEEDING, TO COMPEL ARBITRATION OF ANY CONTROVERSY OR
CLAIM TO WHICH THIS AGREEMENT APPLIES IN ANY COURT HAVING JURISDICTION OVER
SUCH ACTION.

                                         11

<PAGE>   12

        i. SPECIAL RULES. THE ARBITRATION SHALL BE CONDUCTED IN THE COUNTY OF
ANY BORROWER'S DOMICILE AT TIME OF THE EXECUTION OF THIS INSTRUMENT, AGREEMENT
OR DOCUMENT OR IF THERE IS REAL OR PERSONAL PROPERTY COLLATERAL, IN THE COUNTY
WHERE SUCH REAL OR PERSONAL PROPERTY IS LOCATED, AND ADMINISTERED BY J.A.M.S.
WHO WILL APPOINT AN ARBITRATOR; IF J.A.M.S. IS UNABLE OR LEGALLY PRECLUDED FROM
ADMINISTERING THE ARBITRATION, THEN THE AMERICAN ARBITRATION ASSOCIATION WILL
SERVE. ALL ARBITRATION HEARINGS WILL BE COMMENCED WITHIN 90 DAYS OF THE DEMAND
FOR ARBITRATION; FURTHER, THE ARBITRATOR SHALL ONLY, UPON A SHOWING OF CAUSE,
BE PERMITTED TO EXTEND THE COMMENCEMENT OF SUCH HEARING FOR UP TO AN ADDITIONAL
60 DAYS.

       ii. RESERVATION OF RIGHTS. NOTHING IN THIS ARBITRATION PROVISION SHALL BE
DEEMED TO (I) LIMIT THE APPLICABILITY OF ANY OTHERWISE APPLICABLE STATUTES OF
LIMITATION OR REPOSE AND ANY WAIVERS CONTAINED IN THIS INSTRUMENT, AGREEMENT OR
DOCUMENT; OR (II) BE A WAIVER BY BANK OF THE PROTECTION AFFORDED TO IT BY 12
U.S.C. SEC. 91 OR ANY SUBSTANTIALLY EQUIVALENT STATE LAW; OR (III) LIMIT THE
RIGHT OF BANK HERETO (A) TO EXERCISE SELF HELP REMEDIES SUCH AS (BUT NOT
LIMITED TO) SETOFF, OR (B) TO FORECLOSE AGAINST ANY REAL OR PERSONAL PROPERTY
COLLATERAL, OR (C) TO OBTAIN FROM A COURT PROVISIONAL OR ANCILLARY REMEDIES
SUCH AS (BUT NOT LIMITED TO) INJUNCTIVE RELIEF, WRIT OF POSSESSION OR THE
APPOINTMENT OF A RECEIVER. BANK MAY EXERCISE SUCH SELF HELP RIGHTS, FORECLOSE
UPON SUCH PROPERTY, OR OBTAIN SUCH PROVISIONAL OR ANCILLARY REMEDIES BEFORE,
DURING OR AFTER THE PENDENCY OF ANY ARBITRATION PROCEEDING BROUGHT PURSUANT TO
THIS INSTRUMENT, AGREEMENT OR DOCUMENT. NEITHER THIS EXERCISE OF SELF HELP
REMEDIES NOR THE INSTITUTION OR MAINTENANCE OF AN ACTION FOR FORECLOSURE OR
PROVISIONAL OR ANCILLARY REMEDIES SHALL CONSTITUTE A WAIVER OF THE RIGHT OF ANY
PARTY, INCLUDING THE CLAIMANT IN ANY SUCH ACTION, TO ARBITRATE THE MERITS OF
THE CONTROVERSY OR CLAIM OCCASIONING RESORT TO SUCH REMEDIES.

     J. CONTROLLING DOCUMENT. To the extent that this Security Agreement
conflicts with or is in any way incompatible with any other Loan Document
concerning the Obligation, any promissory note shall control over any other
document, and if such note does not address an issue, then each other document
shall control to the extent that it deals most specifically with an issue.

     K. EXECUTION UNDER SEAL. This Agreement is being executed under seal by
Debtor(s).

     L. NOTICE OF FINAL AGREEMENT. THIS WRITTEN SECURITY AGREEMENT AND THE
OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY
NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.

                                         12

<PAGE>   13

IN WITNESS WHEREOF, the parties hereto have caused this Security Agreement to
be duly executed under seal by their duly authorized representatives as of the
date first above written.

<TABLE>
<S>                                                <C>

DEBTORS/PLEDGORS:                                  SECURED PARTY:

Insurance Management Solutions Group, Inc.         NationsBank, N.A.
a Florida corporation

By: /s/  Kelly K. King                   (Seal)    By: /s/ Linda Kibbe Mace                (Seal)
    -------------------------------------                  --------------------------------
         Kelly K. King, CFO                                Linda Kibbe Mace, Vice President

         [Corporate Seal]

SUBSIDIARY DEBTOR/PLEDGOR:

Insurance Management Solutions, Inc.
a Florida corporation

By: /s/ Kelly K. King                    (Seal)
    -------------------------------------
        Kelly K. King, CFO

        [Corporate Seal]

Geotrac of America, Inc., a Florida corporation

By: /s/ Kelly K. King                    (Seal)
    -------------------------------------
        Kelly K. King, CFO

        [Corporate Seal]

IMS Direct, Inc., a Florida corporation

By: /s/ Kelly K. King                    (Seal)
    -------------------------------------
        Kelly K. King, CFO

        [Corporate Seal]

Colonial Claims Corporation, a Florida corporation

By: /s/ Kelly K. King                    (Seal)
    -------------------------------------
        Kelly K. King, CFO

        [Corporate Seal]
</TABLE>