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                                                                   Exhibit 10.16


                              SECURITY AGREEMENT

          THIS SECURITY AGREEMENT (this "Security Agreement") is made as of the
18th day of December, 1998 by MERKERT AMERICAN CORPORATION (the "Borrower"),
MERKERT ENTERPRISES, INC. ("Merkert Enterprises"), ROGERS-AMERICAN COMPANY, INC.
("Rogers-American"), and ROGERS-AMERICAN COMPANY OF FLORIDA, INC., a Florida
corporation ("R-A Florida," and together with Merkert Enterprises and Rogers-
American, the "Guarantors", and together with the Borrower and the other
Guarantors, individually and collectively, the "Companies") in favor of FIRST
UNION NATIONAL BANK, a national banking association, as agent for the Lenders
pursuant to the Credit Agreement described below ("Agent").

                                   BACKGROUND
                                   ----------

     A.   Borrower has entered into that certain Credit Agreement dated of even
date herewith (as amended, restated or otherwise modified from time to time, the
"Credit Agreement") with for the lenders identified therein (together with such
additional financial institutions as may become Lenders from time to time as
therein provided, "Lenders").

     B.   Guarantors have executed a Guaranty in favor of the Lenders dated of
even date herewith (as amended, restated or otherwise modified from time to
time, the "Guaranty").

     C.   As a condition to Lenders' willingness to enter into the Credit
Agreement, the Companies are willing to execute and deliver to Agent this
Security Agreement.

     NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound,
the Companies and Agent hereby agree as follows:

A.   Definitions.  All capitalized terms used and not defined herein shall have
     -----------                                                               
the respective meaning ascribed thereto in the Credit Agreement.  In addition,
as used herein, the following terms shall have the following meanings:

     1.  Books and Records.  The term "Books and Records" means all of the
         Companies' books and records, including without limitation, all books
         and records indicating, summarizing, or evidencing the Collateral,
         including without limitation, computer runs, invoices, tapes,
         processing software, processing contracts (such as contracts for
         computer time and services) and any computer prepared information,
         tapes, or data of every kind and description relating to the
         Collateral, whether in the possession of any Companies or in the
         possession of third parties..

     2.  Collateral.  The term "Collateral" means the all present and future
         assets of the Companies, whether now owned or hereafter acquired, and
         any proceeds thereof, including without limitation all accounts,
         contract rights, leases, and any other

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         rights of the Companies to payment for goods sold or leased or for
         services rendered; furniture; furnishings; fixtures; equipment;
         machinery; accessories; moveable trade fixtures; goods; inventory;
         building improvement and construction materials, supplies and
         equipment; chattel paper; instruments; documents; funds on deposit with
         Lenders and their affiliates; Books and Records, investment property,
         securities entitlements, financial assets and general intangibles; as
         well as all parts, replacements, substitutions, profits, products and
         cash and non-cash proceeds of the foregoing (including insurance and
         condemnation proceeds payable by reason of condemnation of or loss or
         damage thereto) in any form and wherever located. The Collateral shall
         not include rights of the Companies under interest rate protection
         agreements, swaps, hedging contracts or similar arrangements (including
         without limitation any swap agreement as defined in 11 U.S.C. (S)101)
         with any Lender.

     3.  Liabilities.  The term "Liabilities" means any and all obligations and
         indebtedness of every kind and description of the Companies to the
         Lenders pursuant to, under, or in connection with the Loan Documents,
         whether such debts or obligations are primary or secondary, direct or
         indirect, absolute or contingent, sole, joint or several, secured or
         unsecured, due or to become due, contractual or tortious, arising by
         operation of law or otherwise, or now or hereafter existing, whether
         incurred by any Companies as principal, surety, endorser, guarantor,
         accommodation party or otherwise, including, without limitation,
         principal, interest and fees, late fees and expenses (including
         attorneys' fees and costs and/or the allocated fees and costs of
         Agent's in-house legal counsel, to the extent required to be paid under
         the Loan Documents), or that have been or may hereafter be contracted
         or incurred, and any obligations of the Companies or any of them under
         interest rate protection agreements, swaps, hedging contracts or
         similar arrangements with any Lender (including without limitation, any
         swap agreements as defined in 11U.S.C. (S)101). If a party ceases to be
         a Lender, any obligations under interest rate protection agreements,
         swaps, hedging contracts or similar arrangements (including without
         limitation, any swap agreements as defined in 11U.S.C. (S)101) with
         that party prior to the date it ceased to be a Lender shall continue to
         be Liabilities secured hereunder.

     4.  Loan Documents.  The term "Loan Documents" means this Security
         Agreement, the Credit Agreement, the Note, the Guaranty, and any other
         documents and agreements executed and delivered in connection with the
         Credit Agreement.

     5.  Security Agreement.  The term "Security Agreement" means this Security
         Agreement, together with all Schedules and Exhibits hereto as may be
         amended, restated or otherwise modified from time to time.

     6.  Uniform Commercial Code.  The term "Uniform Commercial Code" means the
         Uniform Commercial Code, in effect from time to time in the
         Commonwealth of Pennsylvania.

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         Unless the context otherwise requires, all capitalized terms not
         specifically defined herein which are defined in the Uniform Commercial
         Code shall have the meanings stated therein.

B.   Security Interest.  In order to secure the due and punctual payment and
     -----------------                                                      
     performance of the Liabilities, the Companies hereby grant to Agent, for
     the benefit of the Lenders, a continuing security interest in and general
     lien upon their right, title and interest in the Collateral.  The security
     interests granted herein are granted as security only and shall not subject
     Agent to, or in any way affect or modify, any obligation or liability of
     the Companies with respect to any of the Collateral or any transaction
     which gave rise thereto.

C.   Further Assurances; Filing.
     -------------------------- 

     1.   Delivery of Documents, etc.  At any time and from time to time, upon
          the demand of Agent, the Companies will, at the Companies' expense:
          (i) give, execute, deliver, file, and/or record any notice, statement,
          instrument, document, agreement, or other papers that may be necessary
          or desirable, or that Agent may request, in order to create, preserve,
          perfect, or validate any security interest granted pursuant hereto or
          intended to be granted hereunder or to enable Agent to exercise or
          enforce its rights hereunder or with respect to such security
          interest; (ii) keep, stamp, or otherwise mark any and all documents,
          instruments, chattel paper, and their respective Books and Records in
          such manner as Agent may reasonably require to evidence the security
          interest granted hereunder.

     2.   Filing of Financing Statement.  At Agent's sole option, and without
          the consent of the Companies, Agent may file a carbon, photographic,
          or other reproduction of this Security Agreement or any financing
          statement executed pursuant hereto as a financing statement in any
          jurisdiction so permitting. Without the prior written consent of
          Agent, no Companies shall file or authorize or permit to be filed in
          any jurisdiction any such financing or like statement in which First
          Union National Bank or its successor as Agent is not named as the sole
          secured party as Agent for the Lender, except as permitted under the
          Credit Agreement.

D.   Representations and Warranties.  Each Company represents and warrants to
     ------------------------------                                          
     Agent, which representations and warranties shall be continuing
     representations and warranties until all of the Liabilities are satisfied
     in full,  as follows:

     1.   Security Agreement Questionnaire.  All information provided by such
          Companies to Agent and set forth on the Security Agreement
          Questionnaire attached hereto as Schedule "A" and made a part hereof,
          is complete, true and correct (subject to subsequent disclosure
          pursuant to Paragraph E.2. hereof). If, for any reason, the Security
          Agreement Questionnaire is not attached to this Security Agreement at
          the time of execution, such failure shall in no way alter Agent's
          right to rely upon the representations and warranties contained in 
          the

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          Security Agreement Questionnaire and the other representations and
          warranties contained in this Section D. The Companies agrees that
          Agent may attach the Security Agreement Questionnaire to this Security
          Agreement at any time subsequent to the execution of this Security
          Agreement.

      2.  Deposit Accounts.  Set forth on Schedule B is a complete, true and
          correct listing of all deposit accounts maintained by any of the
          Companies including the name of the depository institution, how the
          account is titled, and the account number (subject to subsequent
          disclosure pursuant to Paragraph E.2. hereof).

      3.  No Consents Necessary.  No consent or approval of any person or 
          entity, including, without limitation, any debt or equity holder of
          any Companies, or of any public authority, is necessary for the valid
          execution, delivery and performance of this Security Agreement, or any
          document or instrument executed in connection herewith, or the
          exercise by Agent or Lenders of their rights and remedies hereunder
          that have not been obtained.

      4.  Title.  The Companies are, or to the extent that any Collateral will 
          be acquired after the date hereof, will be, the owners of the
          Collateral, holding good and marketable title thereto, free from any
          lien, security interest, encumbrance, or claim other than the liens
          and encumbrances of Agent and have the right to grant the security
          interests created by this Security Agreement subject to Permitted
          Liens under the Credit Agreement.

      5.  No Fictitious Names.  The Companies do not operate or issue invoices
          under any name other than the name(s) set forth on the signature page
          hereof and as otherwise disclosed on Schedule A.

      6.  Collateral Not Subject to Agreements or Licenses.  The Collateral is
          not subject to or restricted by any agreement or license relating to
          patents, trademarks, trade secrets, or copyrights, except that the
          Companies' computer and word processing equipment is subject to
          various software licenses or otherwise disclosed on Schedule A.

E.   Covenants.  Each Company hereby covenants and agrees that for as long as
     ---------                                                               
     any Liabilities are outstanding:

      1.  Defense of Collateral.  The Companies shall defend the Collateral
          against all claims and demands of all persons or entities at any time
          claiming any interest therein other than Agent.

      2.  Notice of Changes in Location of Chief Executive Office, Residence,
          Books and Records, Collateral. The Companies shall provide Agent with
          prompt written notice of: (i) any intended change in the chief
          executive office or residence of the Companies, and/or any office
          where the Companies maintain their Books

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          and Records; (ii) the location or movement of any Collateral to or at
          an address other than the addresses set forth on Schedule A hereto;
          and (iii) the establishment of any new deposit account, all such
          notices to be received by Agent at least 30 days prior to the
          effective date of any such change; provided, that no notice shall be
          required pursuant to Clause (i) or (ii) above with respect to any
          sales office location at which no Books and Records are maintained
          other than Books and records that are duplicates of Books and Records
          maintained at other locations of which Agent has notice hereunder and
          at which the aggregate value of all other Collateral located at such
          premises does not exceed $20,000. If any such new location as set
          forth in subparagraphs (i) and (ii) hereof is on leased or mortgaged
          premises, the Companies, upon request of Agent, will furnish Agent,
          prior to the effective date of any such change, with landlord's or
          mortgagee's waivers pertaining to such premises in form and substance
          reasonably satisfactory to Agent. With respect to any new deposit
          account, the Companies shall, if required by Agent, or to the first
          use of such deposit account, furnish to Agent with blocked account
          letters or such other agreements with the applicable depository
          institution as Agent shall reasonably require, in each case in form
          and substance reasonably satisfactory to Agent.

      3.  Security Interests in Collateral.  The Companies shall keep the
          Collateral free from any lien, security interest, or encumbrance
          except those in favor of Agent and except as permitted pursuant to the
          Credit Agreement, in good order and repair, reasonable wear and tear
          excepted, and will not waste or destroy the Collateral or any part
          thereof. If reasonably requested by Agent, the Companies shall give
          notice of Agent's security interests in the Collateral to any third
          person with whom the Companies has any actual or prospective
          contractual relationship or other business dealings.

      4.  Maintenance, Inspection of Books and Records.  The Companies shall
          maintain complete and accurate Books and Records and shall make all
          necessary entries therein to reflect the costs, values and locations
          of the Collateral and all payments, credits and adjustments thereto.
          The Companies shall keep Agent fully informed as to the location of
          all such Books and Records, shall permit Agent and its authorized
          agents to have full, complete and unrestricted access thereto at all
          reasonable times to inspect, audit and make copies of any and all such
          Books and Records (collectively, a "Records Inspection") and upon
          submission to the Companies of an invoice therefor, the Companies will
          reimburse Agent for any and all fees and costs related to any Records
          Inspection by Agent and its authorized agents, provided that, unless
                                                         -------------
          an Event of Default has occurred and is continuing : (i) Agent shall
          give Companies reasonable notice of such Records Inspection; and (ii)
          Agent shall not perform more than three Records Inspections (not
          including ordinary course visits and meetings) at the premises of the
          Companies during any twelve month period. Agent's rights hereunder
          shall be enforceable at law or in equity, and the Companies consents
          to the entry of judicial orders or injunctions enforcing specific
          performance of such obligations hereunder.

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      5.  Maintenance and Inspection of Equipment.  With respect to equipment
          constituting Collateral, the Companies shall: (i) keep accurate books
          and records with respect thereto, including, without limitation,
          maintenance records; (ii) upon request, deliver to Agent all evidence
          of ownership in such Collateral, including certificates of title with
          Agent's interest appropriately noted on the certificate; (iii) permit
          Agent and its authorized agents to inspect any or all such equipment
          at all reasonable times, provided that, unless an Event of Default has
                                   -------------
          occurred: (A) Agent shall give Companies reasonable notice of such
          inspection of equipment; and (B) Agent shall not perform more than
          three such inspections (not including ordinary course visits and
          meetings) at the premises of the Companies during any twelve month
          period; (iv) preserve such equipment, excluding obsolete equipment, in
          good condition and repair, and pay the cost of all replacement parts,
          repairs to and maintenance of such equipment, and (v) if after the
          date hereof, any of the Collateral is moved to or located upon land
          (other than at locations identified on the Security Agreement
          Questionnaire) which land is the subject of a lease or mortgage, at
          the request of Agent, use reasonable best efforts to deliver an
          agreement of subordination from the lessor or mortgagee providing that
          any lien of such party shall be subordinate to the security interest
          of Agent granted herein.

      6.  Continuing of Perfected Status of Collateral.  The Companies agrees to
          cooperate and join, at its expense, with Agent in taking such steps as
          are necessary, in Agent's judgment, to perfect or continue the
          perfected status of the security interests granted herein, including,
          without limitation, the execution and delivery of any financing
          statements, amendments thereto and continuation statements, the
          notation of encumbrances in favor of Agent on certificates of title,
          and the execution and filing of any collateral assignments and any
          other instruments requested by Agent to perfect its security interest
          in the Collateral and any and all general intangibles relating to the
          Collateral. Agent is expressly authorized to file financing statements
          without the Companies's signature.

F.   General Authority.
     ----------------- 

      1.  Bank as Attorney-in-Fact.  Each Company hereby irrevocably appoints
          Agent (and any of its attorneys, officers, employees, or agents), upon
          the occurrence and during the continuation of an Event of Default, as
          its true and lawful attorney-in-fact, said appointment being coupled
          with an interest, with full power of substitution, in the name of the
          Companies, Agent, or otherwise, for the sole use and benefit of Agent
          in its sole discretion, but at the Companies's expense, to exercise,
          to the extent permitted by law, in its name or in the name of the
          Companies or otherwise, the powers set forth herein, whether or not
          any of the Liabilities are due, such powers, including, but not
          limited to, the power at any time: (i) to endorse the name of the
          Companies upon any instruments of payment,

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          invoice, freight, or express bill, bill of lading, storage, or
          warehouse receipt relating to the Collateral; (ii) to demand, collect,
          receive payment of, settle, compromise, or adjust all or any of the
          Collateral; (iii) to sign and file one or more financing statements
          naming the Companies as debtor and Agent as secured party and
          indicating therein the types or describing the items of Collateral
          herein specified; (iv) to correspond and negotiate directly with
          insurance carriers; and (v) to execute any notice, statement,
          instrument, agreement, or other paper that Agent may require to
          create, preserve, perfect, or validate any security interest granted
          pursuant hereto or to enable Agent to exercise or enforce its rights
          hereunder or with respect to such security interest.

     2.   Liability of Bank as Attorney-in-Fact.  Neither Agent nor its
          attorneys, officers, employees, or agents shall be liable for acts,
          omissions, any error in judgment, or mistake in fact in its/their
          capacity as attorney-in-fact.  Each Company hereby ratifies all acts
          of Agent as its attorney-in-fact.  This power, being coupled with an
          interest, is irrevocable until the Liabilities have been fully
          satisfied. Agent shall not be required to take any steps necessary to
          preserve any rights against prior parties with respect to any of the
          Collateral.

     3.   Effect of Extensions and Modifications.  Agent may extend the time of
          payment, arrange for payment in installments, or otherwise modify the
          terms of, or release, any of the Collateral, without thereby incurring
          responsibility to, or discharging or otherwise affecting any liability
          of, any Companies or any other obligor.

G.   Events of Default.  The occurrence of an Event of Default under the Credit
     ------------------                                                        
     Agreement shall constitute an Event of Default and under this Security
     Agreement.

H.   Remedies.
     -------- 

      1.  Acceleration of Liabilities; General Rights of Bank.  Upon the
          occurrence and during the continuance of an Event of Default, Agent
          may, in accordance with Paragraph 7.2 of the Collateral Agreement,
          exercise any and all rights and remedies it has under this Security
          Agreement, any other Loan Document and/or applicable law.

      2.  Right of Setoff.  If any Liabilities shall be due and payable or any
          one or more Events of Default shall have occurred and be continuing,
          whether or not the Agent shall have made demand under any Loan
          Document and regardless of the adequacy of any collateral for the
          Liabilities or other means of obtaining repayment of the Liabilities,
          each Lender shall have the right, without notice to the Borrower and
          is specifically authorized hereby to set-off against and apply to the
          then unpaid balance of the Liabilities any items or funds of the
          Borrower held by each Lender or any affiliate of such Lender, any and
          all deposits (whether general or special, time or demand, matured or
          unmatured) or any other property

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          of the Borrower including, without limitation, securities and/or
          certificates of deposit, now or hereafter maintained by any Borrower
          for its or their own account with any Lender or any affiliate of such
          Lender, and any other indebtedness at any time held or owing by any
          Lender or any affiliate of such Lender, to or for the credit or the
          account of Borrower, even if effecting such set-off results in a loss
          or reduction of interest or the imposition of a penalty applicable to
          the early withdrawal of time deposits. For such purpose, the Lenders
          shall have, and Borrower hereby grant to each Lender, a first lien on
          and security interest in such deposits, property, funds and accounts
          and the proceeds thereof, subject to Permitted Liens under the Credit
          Agreement.

      3.  Turnover of Property Held by Affiliates.  Each Company authorizes any
          affiliate of each Lender, upon the occurrence and during the
          continuance of an Event of Default, at the request of any such Lender,
          and without notice to Borrower, to turn over to the Agent any property
          of such Companies, including, without limitation, funds and
          securities, held by any Lender's affiliate for any such Companies's
          account and to debit any deposit account maintained by such Companies
          with such Lender's affiliate (even if such deposit account is not then
          due or there results a loss or reduction of interest or the imposition
          of a penalty in accordance with law applicable to the early withdrawal
          of time deposits), in the amount requested by the Lenders up to the
          amount of the Liabilities, and to pay or transfer such amount or
          property to the Agent for application to the Liabilities.

      4.  Additional Rights and Remedies.  In addition to the rights and 
          remedies available to Agent as set forth above, upon the occurrence of
          an Event of Default hereunder, or at any time thereafter, Agent may at
          its option in accordance with the Credit Agreement, immediately and
          without notice, do any or all of the following, which rights and
          remedies are cumulative, may be exercised from time to time, and are
          in addition to any rights and remedies available to Agent under any
          other agreement or instrument by and between any Companies and Agent:

          a.   Exercise any and all of the rights and remedies of a secured
               party under the Uniform Commercial Code, including, without
               limitation, the right to require the Companies to assemble the
               Collateral and make it available to Agent at a place reasonably
               convenient to the parties;

          b.   Notify account debtors of any Companies that their obligations to
               such Companies are payable directly to Agent, for benefit of the
               Lenders, and collect such sums.

          c.   Operate, utilize, recondition and/or refurbish any of the
               Collateral for the purpose of enhancing or preserving the value
               thereof by any means deemed appropriate by Agent, in its sole
               discretion, including, without limitation, converting raw
               materials and/or work-in-process into finished goods;

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          d.   Demand, sue for, collect, or retrieve any money or property at 
               any time payable, receivable on account of, or in exchange for,
               or make any compromise, or settlement deemed desirable with
               respect to any of the Collateral;

          e.   Upon five (5) business days' prior written notice to the Borrower
               (or one (1) day notice by telephone with respect to Collateral
               that is perishable or threatens to decline rapidly in value),
               which each Company hereby acknowledges to be sufficient,
               commercially reasonable and proper, Agent may sell, lease or
               otherwise dispose of any or all of the Collateral at any time and
               from time to time at public or private sale, with or without
               advertisement thereof. Upon a sale of the Collateral by Agent,
               Agent shall apply the sale proceeds: first, to the amount of any
                                                    -----
               reasonable expenses, including counsel fees and expenses,
               incurred by Agent in connection with (i) the administration of
               this Security Agreement, (ii) the custody, preservation, sale or
               collection or realization of the Collateral, (iii) the exercise
               or enforcement of Agent's rights hereunder, or (iv) the failure
               of Companies to perform hereunder; second, to accrued and unpaid
                                                  ------
               interest and fees; and third, to the principal balance of
                                      -----
               indebtedness under the Credit Agreement to Lenders on the basis
               of their pro rata shares of the outstanding principal balance of
               the Loans (as defined therein), except the fees payable under
               Paragraph 2.13 thereof, which shall be paid solely to Agent. Such
               distribution of payments shall be made promptly in federal funds
               immediately available at the office of each Lender set forth in
               the Credit Agreement. Each Company waives the benefit of any
               marshaling doctrine with respect to Agent's exercise of its
               rights hereunder. Each Company grants a royalty-free license to
               Agent for all patents, service marks, trademarks, tradenames,
               copyrights, computer programs and other intellectual property and
               proprietary rights sufficient to permit Agent to exercise all
               rights granted to Agent under this Section. Agent or anyone else
               may be the purchaser of any or all of the Collateral so sold and
               thereafter hold such Collateral absolutely, free from any claim
               or right of whatsoever kind, including any equity of redemption
               of any Companies or any other obligor, any such notice, right
               and/or equity of redemption being hereby expressly waived and
               released.


I.   Miscellaneous.
     ------------- 

     1.   Remedies Cumulative; No Waiver.  The rights, powers and remedies of
          Agent provided in this Security Agreement and any of the other Loan
          Documents are cumulative and not exclusive of any right, power or
          remedy provided by law or equity. No failure or delay on the part of
          Agent in the exercise of any right, power or remedy shall operate as a
          waiver thereof, nor shall any single or partial exercise of any right,
          power or remedy preclude any other or further exercise thereof, or the
          exercise of any other right, power or remedy.

                                       9
<PAGE>
 
     2.   Notices.  Each Company agrees that any notice, request or consent
          required to be given to such Companies hereunder or in connection
          herewith may be given to Borrower on behalf of such Companies. Any
          notice, request or consent required hereunder or in connection
          herewith shall be deemed satisfactorily given if in writing and
          delivered by hand, mailed (registered or certified mail) or sent by
          facsimile transmission to Agent or Borrower at their respective
          addresses or telecopier number set forth below, or to any party at
          such other addresses or telecopier numbers as may be given by any
          party to the others in writing:

                   if to Borrower:

                   Merkert American Corporation
                   490 Turnpike Street
                   Canton, MA  02021
                   Attention:
                   Telecopier:

                   if to Agent:

                   First Union National Bank
                   1345 Chestnut Street
                   PA 4843
                   Philadelphia, PA  19107
                   Attention: Robert A. Brown
                   Telephone: (215) 973-1259
                   Telecopier: (215) 786-2877

     3.   Costs and Expenses; Indemnification.  Whether or not the transactions
          contemplated by this Security Agreement and the other Loan Documents
          are fully consummated, the Borrower shall promptly pay (or reimburse,
          as Agent may elect) all reasonable costs and expenses which Agent has
          incurred or may hereafter incur in connection with the negotiation,
          preparation, reproduction, interpretation, perfection, monitoring and
          enforcement of the Loan Documents, the collection of all amounts due
          under the Loan Documents, and all amendments, modifications, consents
          or waivers, if any, to the Loan Documents. Such costs and expenses
          shall include, without limitation, the fees and disbursements of
          counsel to Agent, the costs of appraisals, searches of public records,
          costs of filing and recording documents with public offices, internal
          and/or external audit and/or examination fees and costs, stamp, excise
          and other taxes, the fees of Agent's accountants, consultants or other
          professionals, costs and expenses from any actual or attempted sale of
          all or any part of the Collateral, or any exchange, enforcement,
          collection, compromise, or settlement of any of the Collateral or

                                       10
<PAGE>
 
          receipt of the proceeds thereof, and for the care and preparation for
          sale of the Collateral (including insurance costs) and defending and
          asserting the rights and claims of Agent in respect thereof, by
          litigation or otherwise. Each Company shall indemnify, defend and hold
          harmless Agent with respect to any and all claims, expenses, demands,
          losses, costs, fines or liabilities of any kind (including, without
          limitation, those involving death, personal injury or property damage
          and including reasonable attorneys fees and costs) arising from the
          use or ownership of the Collateral other than those resulting from
          Agent's own wilful misconduct or gross negligence. The reimbursement
          and indemnification obligations of the Companies under this Section
          shall constitute Liabilities secured by the Collateral and shall
          survive any termination of the Loan Documents.

     4.   Governing Law.  This Security Agreement shall be construed in 
          accordance with and governed by the substantive laws of the
          Commonwealth of Pennsylvania without reference to conflict of laws
          principles.

     5.   Integration.  This Security Agreement and the other Loan Documents
          constitute the sole agreement of the parties with respect to the
          subject matter hereof and thereof and supersede all oral negotiations
          and prior writings with respect to the subject matter hereof and
          thereof.

     6.   Amendment; Waiver.  No amendment of this Security Agreement, and no 
          waiver of any one or more of the provisions hereof shall be effective
          unless set forth in writing and signed by the parties hereto.

     7.   Successors and Assigns.  This Security Agreement (i) shall be 
          binding upon the Companies and the Agent and, where applicable, their
          respective heirs, executors, administrators, successors and permitted
          assigns, and (ii) shall inure to the benefit of the Companies and the
          Agent and, where applicable, their respective heirs, executors,
          administrators, successors and permitted assigns; provided, however,
                                                            --------  -------
          that no Companies may assign its rights hereunder or any interest
          herein without the prior written consent of Agent, and any such
          assignment or attempted assignment by such Companies shall be void and
          of no effect with respect to Agent.

     8.   Severability.  The illegality or unenforceability of any provision 
          of this Security Agreement or any instrument or agreement required
          hereunder shall not in any way affect or impair the legality or
          enforceability of the remaining provisions of this Security Agreement
          or any instrument or agreement required hereunder. In lieu of any
          illegal or unenforceable provision in this Security Agreement, there
          shall be added automatically as a part of this Security Agreement a
          legal and enforceable provision as similar in terms to such illegal or
          unenforceable provision as may be possible.

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<PAGE>
 
     9.   Consent to Jurisdiction and Service of Process.  Each Company 
          irrevocably appoints each officer of Borrower as its attorney upon
          whom may be served any notice, process or pleading in any action or
          proceeding against it arising out of or in connection with this
          Security Agreement, the Credit Agreement, the Notes, the Loan
          Documents or any of the Collateral; each Company hereby consents that
          any action or proceeding against it be commenced and maintained in any
          court within the Commonwealth of Pennsylvania or in the United States
          District Court for the Eastern District of Pennsylvania by service of
          process on any officer of Borrower; and each Company agrees that the
          courts of the Commonwealth of Pennsylvania and the United States
          District Court for the Eastern District of Pennsylvania shall have
          jurisdiction with respect to the subject matter hereof and the person
          of each Company and the Collateral. Notwithstanding the foregoing,
          Agent, in its absolute discretion may also initiate proceedings in the
          courts of any other jurisdiction in which any Companies may be found
          or in which any of its properties or Collateral may be located.

     10.  Inconsistencies.  The Loan Documents are intended to be consistent.
          However, in the event of any inconsistencies among any of the Loan
          Documents, such inconsistency shall not affect the validity or
          enforceability of any Loan Document. In the event of any inconsistency
          or ambiguity in any of the Loan Documents, the Loan Documents shall
          not be construed against any one party but shall be interpreted
          consistent with Agent's policies and procedures.

     11.  Headings.  The headings of sections and paragraphs have been included
          herein for convenience only and shall not be considered in
          interpreting this Security Agreement.

     12.  Schedules.  If a Schedule and/or an Exhibit is attached hereto, the
          provisions thereof are incorporated herein.

     13.  Waiver of Jury Trial; Acknowledgments.

          a.   EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY, AND
               INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN
               RESPECT OF ANY LITIGATION BASED HEREON OR ARISING OUT OF, UNDER
               OR IN CONNECTION WITH THIS AGREEMENT OR THE NOTES OR OTHER LOAN
               DOCUMENTS OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
               (WHETHER ORAL OR WRITTEN) OR ACTIONS OF AGENT OR LENDERS. THIS
               PROVISION IS A MATERIAL INDUCEMENT FOR AGENT'S ENTERING INTO THIS
               AGREEMENT ON BEHALF OF THE LENDERS.

                                       12
<PAGE>
 
          b.   BORROWER ACKNOWLEDGES THAT IT HAS HAD THE ASSISTANCE OF COUNSEL
               IN THE REVIEW AND EXECUTION OF THIS AGREEMENT AND, SPECIFICALLY,
               PARAGRAPH 13(a) HEREOF, AND FURTHER ACKNOWLEDGES THAT THE MEANING
               AND EFFECT OF THE FOREGOING WAIVER OF JURY TRIAL HAVE BEEN FULLY
               EXPLAINED TO BORROWER BY SUCH COUNSEL.

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<PAGE>
 
          IN WITNESS WHEREOF the parties hereto have executed this Security
Agreement as of the date above first written.


Attest:                               MERKERT AMERICAN CORPORATION


By:/s/ Sidney D. Rogers, Jr.          By:/s/ Gerald R. Leonard
   -------------------------             ---------------------
   Name:  Sidney D. Rogers, Jr.          Name:  Gerald R. Leonard
   Title:  Secretary                     Title:  President

Attest:                               MERKERT ENTERPRISES, INC.


By:/s/ Sidney D. Rogers, Jr.          By:/s/ Joseph T. Casey
   -------------------------             -------------------
   Name:  Sidney D. Rogers, Jr.          Name:  Joseph T. Casey
   Title:  Secretary                     Title:  Treasurer


Attest:                               ROGERS-AMERICAN COMPANY, INC.


By:/s/ Sidney D. Rogers, Jr.          By:/s/ Douglas H. Holstein
   -------------------------             -----------------------
   Name:  Sidney D. Rogers, Jr.          Name:  Douglas H. Holstein
   Title:  Secretary                     Title:  President


Attest:                               ROGERS-AMERICAN COMPANY OF FLORIDA, INC.


By:/s/ Sidney D. Rogers, Jr.          By:/s/ Douglas H. Holstein
   -------------------------             -----------------------
   Name:  Sidney D. Rogers, Jr.          Name:  Douglas H. Holstein
   Title:  Secretary                     Title:  President

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