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                                                                EXHIBIT 10.25(B)

BOBBY ALLISON WIRELESS CORPORATION
1200 STARKEY ROAD, SUITE 105                 The Bank
LARGO, FL 33771                              17 North 20th Street
                                             Birmingham, AL 35203-4003

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DEBTOR'S NAME, ADDRESS AND SSN OR TIN                       SECURED PARTY'S NAME AND ADDRESS
 ("I" means each Debtor who signs.)          ("You" means the Secured Party, its successors and assigns.)
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I am entering into this security agreement with you on November 29, 2000 (date).

SECURED DEBTS. I agree that this security agreement will secure the payment and
         performance of the debts, liabilities or obligations described below
         that (Check one) [ ]/[X] (name) BOBBY ALLISON WIRELESS CORP. _________
         owe(s) to you now or in the future:

         (Check one below):
         [ ]      SPECIFIC DEBT(S). The debt(s), liability or obligations
                  evidenced by (describe): _____________________________________
                  __________________________________________ and all extensions,
                  renewals, refinancings, modifications and replacements of the
                  debt, liability or obligation.

         [X]      ALL DEBT(S). Except in those cases listed in the "LIMITATIONS"
                  paragraph on page 2, each and every debt, liability and
                  obligation of every type and description (whether such debt,
                  liability or obligation now exists or is incurred or created
                  in the future and whether it is or may be direct or indirect,
                  due or to become due, absolute or contingent, primary or
                  secondary, liquidated or unliquidated, or joint, several or
                  joint and several).

SECURITY INTEREST: To secure the payment and performance of the above described
         Secured Debts, liabilities and obligations, I give you a security
         interest in all of the property described below that I now own and that
         I may own in the future (including, but not limited to, all parts,
         accessories, repairs, improvements, and accessions to the property),
         wherever the property is or may be located, and all proceeds and
         products from the property.

         [ ]      INVENTORY: All inventory which I hold for ultimate sale or
                  lease, or which has been or will be supplied under contracts
                  of service, or which are raw materials, work in process, or
                  materials used or consumed in my business.

         [ ]      EQUIPMENT: All equipment including, but not limited to, all
                  machinery, vehicles, furniture, fixtures, manufacturing
                  equipment, farm machinery and equipment, shop equipment,
                  office and recordkeeping equipment, and parts and tools. All
                  equipment described in a list or schedule which I give to you
                  will also be included in the secured property, but such a list
                  is not necessary for a valid security interest in my
                  equipment.

         [ ]      FARM PRODUCTS: All farm products including, but not limited
                  to:
                  (a) all poultry and livestock and their young, along with
                  their products, produce and replacements;
                  (b) all crops, annual or perennial, and all products of the
                  crops; and
                  (c) all feed, seed, fertilizer, medicines, and other supplies
                  used or produced in my farming operations.

         [ ]      ACCOUNTS, INSTRUMENTS, DOCUMENTS, CHATTEL PAPER AND OTHER
                  RIGHTS TO PAYMENT: All rights I have now and that I may have
                  in the future to the payment of money including, but not
                  limited to:
                  (a) payment for goods and other property sold or leased or for
                  services rendered, whether or not I have earned such payment
                  by performance; and
                  (b) rights to payment arising out of all present and future
                  debt instruments, chattel paper and loans and obligations
                  receivable.
                  The above include any rights and interests (including all
                  liens and security interests) which I may have by law or
                  agreement against any account debtor or obligor of mine.

         [ ]      GENERAL INTANGIBLES: All general intangibles including, but
                  not limited to, tax refunds, applications for patents,
                  patents, copyrights, trademarks, trade secrets, good will,
                  trade names, customer lists, permits and franchises, and the
                  right to use my name.

         [ ]      GOVERNMENT PAYMENTS AND PROGRAMS: All payments, accounts,
                  general intangibles or other benefits (including, but not
                  limited to, payments in kind, deficiency payments, letters of
                  entitlement, warehouse receipts, storage payments, emergency
                  assistance payments, diversion payments, and conservation
                  reserve payments) in which I now have and in the future may
                  have any rights or interest and which arise under or as a
                  result of any preexisting, current or future Federal or state
                  governmental program (including, but not limited to, all
                  programs administered by the Commodity Credit Corporation and
                  the ASCS).

         [ ]      THE SECURED PROPERTY INCLUDES, BUT IS NOT LIMITED BY, THE
                  FOLLOWING:

         THIS LOAN IS SECURED BY CD FROM STERNE, AGEE & LEACH

If this agreement covers timber to be cut, minerals (including oil and gas),
fixtures or crops growing or to be grown, the legal description is:


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I am a(n) [ ] Individual  [ ] partnership [X] corporation               I AGREE TO THE TERMS SET OUT ON BOTH PAGE 1 AND PAGE 2 OF
                                                                        THIS AGREEMENT.  I have executed a copy of this document on
          [ ]                                                           today's date.
             --------------------------------------------------
[ ] If checked , file this agreement in the real estate records.
Record Owner (if not me):
                          --------------------------------------
----------------------------------------------------------------
----------------------------------------------------------------

The property will be used for [ ] personal          [ ] business
         [ ] agricultural     [ ]                       reasons.        By:                 /s/ Robert L. McGinnis
                                  ---------------------                    --------------------------------------------------------
                                                                           BOBBY ALLISON WIRELESS CORPORATION


 The Bank                                                               Title:
----------------------------------------------------------------              -----------------------------------------------------
                     (Secured Party's Name)


By:                  /s/ Dan L. Gorman, Jr.                             By:
   -------------------------------------------------------------           --------------------------------------------------------

Title:                   Vice President                                 Title:
      ----------------------------------------------------------              -----------------------------------------------------

(C)1986, 1990 BANKERS SYSTEMS, INC., ST. CLOUD MN (1-800-397-2341) SECURITY AGREEMENT FORM SA  8/5/91                 (page 1 of 2)
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GENERALLY - "You" means the Secured Party identified on page 1 of this
agreement. "I," "me" and "my" means each person who signs this security
agreement as Debtor and who agrees to give the property described in this
agreement as security for the Secured Debts. All terms and duties under this
agreement are joint and individual. No modification of this security agreement
is effective unless made in writing and signed by you and me. This security
agreement remains in effect, even if the note is paid and I owe no other debt to
you, until discharged in writing. Time is of the essence in this agreement.

APPLICABLE LAW - I agree that this security agreement will be governed by the
law of the state in which you are located. If property described in this
agreement is located in another state, this agreement may also, in some
circumstances, be governed by the law of the state in which the property is
located.

         To the extent permitted by law, the terms of this agreement may vary
applicable law. If any provision of applicable law may not be varied by
agreement, any provision of this agreement that does not comply with that law
will not be effective. If any provision of this agreement cannot be enforced
according to its terms, this fact will not affect the enforceability of the
remainder of this agreement.

OWNERSHIP AND DUTIES TOWARD PROPERTY - I represent that I own all of the
property, or to the extent this is a purchase money security interest I will
acquire ownership of the property with the proceeds of the loan. I will defend
it against any other claim. Your claim to the property is ahead of the claims of
any other creditor. I agree to do whatever you require to protect your security
interest and to keep your claim in the property ahead of the claims of other
creditors. I will not do anything to harm your position.

         I will keep books, records and accounts about the property and my
business in general. I will let you examine these records at any reasonable
time. I will prepare any report or accounting you request, which deals with the
property.

         I will keep the property in my possession and will keep it in good
repair and use it only for the purpose(s) described on page 1 of this agreement.
I will not change this specified use without your express written permission. I
represent that I am the original owner of the property and, if I am not, that I
have provided you with a list of prior owners of the property.

         I will keep the property at my address listed on page 1 of this
agreement, unless we agree I may keep it at another location. If the property is
to be used in another state, I will give you a list of those states. I will not
try to sell the property unless it is inventory or I receive your written
permission to do so. If I sell the property I will have the payment made payable
to the order of you and me.

         You may demand immediate payment of the debt(s) if the debtor is not a
natural person and without your prior written consent (1) a beneficial interest
in the debtor is sold or transferred or (2) there is a change in either the
identity or number of members of a partnership or (3) there is a change in
ownership of more than 25 percent of the voting stock of a corporation.

         I will pay all taxes and charges on the property as they become due.
You have the right of reasonable access in order to inspect the property. I will
immediately inform you of any loss or damage to the property.

LIMITATIONS - This agreement will not secure a debt described in the section
entitled "Secured Debts" on page 1:

         1)       if you fail to make any disclosure of the existence of this
                  security interest required by law for such other debt;

         2)       if this security interest is in my principal dwelling and you
                  fail to provide (to all persons entitled) any notice of right
                  of rescission required by law for such other debt;

         3)       to the extent that this security interest is in "household
                  goods" and the other debt to be secured is a "consumer" loan
                  (as those terms are defined in applicable federal regulations
                  governing unfair and deceptive credit practices);

         4)       if this security interest is in margin stock subject to the
                  requirements of 12 C.F.R. Section 207 or 221 and you do not
                  obtain a statement of purpose if required under these
                  regulations with respect to that debt; or

         5)       if this security interest is unenforceable by law with respect
                  to that debt.

PURCHASE MONEY SECURITY INTEREST - For the sole purpose of determining the
extent of a purchase money security interest arising under this security
agreement: (a) payments on any non-purchase money loan also secured by this
agreement will not be deemed to apply to the purchase money loan, and (b)
payments on the purchase money loan will be deemed to apply first to the
non-purchase money portion of the loan, if any, and then to the purchase money
obligations in the order in which the items of collateral were acquired or if
acquired at the same time, in the order selected by you. No security interest
will be terminated by application of this formula. "Purchase money loan" means
any loan the proceeds of which, in whole or in part, are used to acquire any
collateral securing the loan and all extensions, renewals, consolidations and
refinancings of such loan.

AUTHORITY OF SECURED PARTY TO MAKE ADVANCES AND PERFORM FOR DEBTOR - I agree to
pay you on demand any sums you advanced on my behalf including, but not limited
to, expenses incurred in collecting, insuring, conserving, or protecting the
property or in any inventories, audits, inspections or other examinations by you
in respect to the property. If I fail to pay such sums, you may do so for me,
adding the amount paid to the other amounts secured by this agreement. All such
sums will be due on demand and will bear interest at the highest rate provided
in any agreement, note or other instrument evidencing the Secured Debt(s) and
permitted by law at the time of the advance.

         If I fail to perform any of my duties under this security agreement, or
any mortgage, deed of trust, lien or other security interest, you may without
notice to me perform the duties or cause them to be performed. I understand that
this authorization includes, but is not limited to, permission to: (1) prepare,
file, and sign my name to any necessary reports or accountings; (2) notify any
account debtor of your interest in this property and tell the account debtor to
make the payments to you or someone else you name, rather than me; (3) place on
any chattel paper a note indicating your interest in the property; (4) in my
name, demand, collect, receive and give a receipt for, compromise, settle, and
handle any suits or other proceedings involving the collateral; (5) take any
action you feel is necessary in order to realize on the collateral, including
performing any part of a contract or endorsing it in my name; and (6) make an
entry on my books and records showing the existence of the security agreement.
Your right to perform for me shall not create an obligation to perform and your
failure to perform will not preclude you from exercising any of your other
rights under the law or this security agreement.

INSURANCE - I agree to buy insurance on the property against the risks and for
the amounts you require and to furnish you continuing proof of coverage. I will
have the insurance company name you as loss payee on any such policy. You may
require added security if you agree that insurance proceeds may be used to
repair or replace the property. I will buy insurance from a firm licensed to do
business in the state where you are located. The firm will be reasonably
acceptable to you. The insurance will last until the property is released from
this agreement. If I fail to buy or maintain the insurance (or fail to name you
as loss payee) you may purchase it yourself.

WARRANTIES AND REPRESENTATIONS - If this agreement includes accounts, I will not
settle any account for less than its full value without your written permission.
I will collect all accounts until you tell me otherwise. I will keep the
proceeds from all the accounts and any goods which are returned to me or which I
take back in trust for you. I will not mix them with any other property of mine.
I will deliver then to you at your request. If you ask me to pay you the full
price on any returned items or items retaken by myself, I will do so.

         If this agreement covers inventory, I will not dispose of it except in
my ordinary course of business at the fair market value for the property, or at
a minimum price established between you and me.

         If this agreement covers farm products I will provide you, at your
request, a written list of the buyers, commission merchants or selling agents to
or through whom I may sell my farm products. In addition to those parties named
on this written list, I authorize you to notify at your sole discretion any
additional parties regarding your security interest in my farm products. I
remain subject to all applicable penalties for selling my farm products in
violation of my agreement with you and the Food Security Act. In this paragraph
the terms farm products, buyers, commission merchants and selling agents have
the meanings given to them in the Federal Food Security Act of 1985.

DEFAULT - I will be in default if any one or more of the following occur: (1) I
fail to make a payment on time or in the amount due; (2) I fail to keep the
property insured, if required; (3) I fail to pay, or keep any promise, on any
debt or agreement I have with you; (4) any other creditor of mine attempts to
collect any debt I owe him through court proceedings; (5) I die, am declared
incompetent, make an assignment for the benefit of creditors, or become
insolvent (either because my liabilities exceed my assets or I am unable to pay
my debts as they become due); (6) I make any written statement or provide any
financial information that is untrue or inaccurate at the time it was provided;
(7) I do or fail to do something which causes you to believe that you will have
difficulty collecting the amount I owe you; (8) I change my name or assume an
additional name without first notifying you before making such a change; (9)
failure to plant, cultivate and harvest crops in due season; (10) if any loan
proceeds are used for a purpose that will contribute to excessive erosion of
highly erodible land or to the conversion of wetlands to produce an agricultural
commodity, as further explained in 7 C.F.R. Part 1940, Subpart G, Exhibit M.

REMEDIES - If I am in default on this agreement, you have the following
remedies:

         1)       You may demand immediate payment of all I owe you under any
                  obligation secured by this agreement.

         2)       You may set off any obligation I have to you against any right
                  I have to the payment of money from you.

         3)       You may demand more security or new parties obligated to pay
                  any debt I owe you as a condition of giving up any other
                  remedy.

         4)       You may make use of any remedy you have under state or federal
                  law.

         5)       If I default by failing to pay taxes or other charges, you may
                  pay them (but you are not required to do so). If you do, I
                  will repay to you the amount you paid plus interest at the
                  highest contract rate.

         6)       You may require me to gather the property and make it
                  available to you in a reasonable fashion.

         7)       You may repossess the property and sell it as provided by law.
                  You may repossess the property so long as the repossession
                  does not involve a breach of the peace or an illegal entry
                  onto my property. You may sell the property as provided by
                  law. You may apply what you receive from the sale of the
                  property to: your expenses; your reasonable attorneys' fees
                  and legal expenses (where not prohibited by law); any debt I
                  owe you. If what you receive from the sale of the property
                  does not satisfy the debts, you may take me to court to
                  recover the difference (where permitted by law). I agree that
                  10 days written notice sent to my address listed on page 1 by
                  first class mail will be reasonable notice to me under the
                  Uniform Commercial Code. If any items not otherwise subject to
                  this agreement are contained in the property when you take
                  possession, you may hold these items for me at my risk and you
                  will not be liable for taking possession of them.

         8)       In some cases, you may keep the property to satisfy the debt.
                  You may enter upon and take possession of all or any part of
                  my property, so long as you do not breach the peace or
                  illegally enter onto the property, including lands, plants,
                  buildings, machinery, and equipment as may be necessary to
                  permit you to manufacture, produce, process, store or sell or
                  complete the manufacture, production, processing, storing or
                  sale of any of the property and to use and operate the
                  property for the length of time you feel is necessary to
                  protect your interest, all without payment or compensation to
                  me.

         By choosing any one or more of these remedies, you do not waive your
right to later use any other remedy. You do not waive a default if you choose
not to use any remedy, and, by electing not to use any remedy, you do not waive
your right to later consider the event a default and to immediately use any
remedies if it continues or occurs again.

FILING - A carbon, photographic or other reproduction of this security agreement
or the financing statement covering the property described by this agreement may
be used as a financing statement where allowed by law. Where permitted by law,
you may file a financing statement which does not contain my signature, covering
the property secured by this agreement.

CO-MAKERS - If more than one of us has signed this agreement, we are all
obligated equally under the agreement. You may sue any one of us or any of us
together if this agreement is violated. You do not have to tell me if any term
of the agreement has not been carried out. You may release any co-signer and I
will still be obligated under this agreement. You may release any of the
security and I will still be obligated under this agreement. Waiver by you of
any of your rights will not affect my duties under this agreement. Extending
this agreement or new obligations under this agreement, will not affect my duty
under the agreement.

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BANKERS SYSTEMS, INC., ST. CLOUD MN (1-800-397-2341) SECURITY AGREEMENT FORM SA  8/5/91            (page 2 of 2)
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