<PAGE>

                                                                    EXHIBIT 10.7

                              SECURITY AGREEMENT


THIS SECURITY AGREEMENT (this "Security Agreement") is entered into as of
                               ------------------
December 20, 1999 by and among PARTMINER, INC., a New York corporation (the
"Company") and the Company's subsidiaries indicated on the signature pages
 -------
hereto (together with the Company, each individually an "Obligor" and
                                                         -------
collectively the "Obligors"), and HAIC INC., a Delaware corporation (the
                  --------
"Lender").
 ------

                                   RECITALS
                                   --------

WHEREAS, pursuant to that certain Credit Agreement dated as of the date hereof
(as amended, modified, extended, renewed or replaced from time to time, the
"Credit Agreement"), among the Obligors and the Lender, the Lender has agreed to
 ----------------
make a Loan upon the terms and subject to the conditions set forth therein; and

WHEREAS, it is a condition precedent to the effectiveness of the Credit
Agreement and the obligations of the Lender to make the Loan under the Credit
Agreement that the Obligors shall have executed and delivered this Security
Agreement to the Lender.

NOW, THEREFORE, in consideration of these premises and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:

     1.        Definitions.
               -----------

          (a)       Unless otherwise defined herein, capitalized terms used
               herein shall have the meanings ascribed to such terms in the
               Credit Agreement, and the following terms which are defined in
               the Uniform Commercial Code in effect in the State of New York on
               the date hereof are used herein as so defined: Accounts and
               Inventory.

          (b)       In addition, the following terms shall have the following
               meanings:


          "Secured Obligations": the collective reference to the following:
           -------------------

          (a)       The prompt performance and observance by the Obligors of all
               obligations of the Obligors under the Credit Agreement, the Note,
               this Security Agreement and the other Loan Documents to which the
               Obligor is a party; and

          (b)       All other indebtedness, liabilities and obligations of any
               kind or nature, now existing or hereafter arising, owing from any
               Obligor to the Lender under the Loan Documents, howsoever
               evidenced, created, incurred or acquired,
<PAGE>

                                                                               2



               whether primary, secondary, direct, contingent, or joint and
               several, including, without limitation, all obligations and
               liabilities reasonably incurred in connection with collecting and
               enforcing the Secured Obligations.

     2.        Grant of Security Interest in the Collateral. To secure the
               --------------------------------------------
          prompt payment and in full when due, whether by lapse of time,
          acceleration or otherwise, of the Secured Obligations, each Obligor
          hereby grants to the Lender, a continuing security interest in, any
          and all right, title and interest of such Obligor in and to the
          following, whether now owned or existing or owned, acquired, or
          arising hereafter (collectively, the "Collateral"):
                                                ----------

                    (a)       all Accounts

                    (b)       all Inventory

                    (c)       all books, records, ledger cards, files,
                         correspondence, computer programs, tapes, disks, and
                         related data processing software (owned by such Obligor
                         or in which it has an interest) that at any time
                         evidence or contain information directly relating to
                         the Accounts and Inventory or are otherwise necessary
                         or helpful in the collection thereof or realization
                         thereupon; and

                    (d)       to the extent not otherwise included, all Proceeds
                         and products of any and all of the foregoing.

The Obligors and the Lender, hereby acknowledge and agree that the security
interest created hereby in the Collateral constitutes continuing collateral
security for all of the Secured Obligations, whether now existing or hereafter
arising.


     3.        Provisions Relating to Accounts.
               -------------------------------

          (a)       Anything herein to the contrary notwithstanding, each of the
               Obligors shall remain liable under each of the Accounts to
               observe and perform all the conditions and obligations to be
               observed and performed by it thereunder, except as it otherwise
               may determine in its reasonable business judgment, all in
               accordance with the terms of any agreement giving rise to each
               such Account. The Lender shall not have any obligation or
               liability under any Account (or any agreement giving rise
               thereto) by reason of or arising out of this Security Agreement
               or the receipt by the Lender of any payment relating to such
               Account pursuant hereto, nor shall the Lender be obligated in any
               manner to perform any of the obligations of an Obligor under or
               pursuant to any Account (or any agreement giving rise thereto),
               to make any payment, to make any inquiry as to the nature or the
               sufficiency of
<PAGE>

                                                                               3

               any payment received by it or as to the sufficiency of any
               performance by any party under any Account (or any agreement
               giving rise thereto), to present or file any claim, to take any
               action to enforce any performance or to collect the payment of
               any amounts which may have been assigned to it or to which it may
               be entitled at any time or times.

          (b)       Once during each calendar month or at any time after the
               occurrence and during the continuation of an Event of Default,
               the Lender shall have the right, but not the obligation, to make
               test verifications of the Accounts in any manner and through any
               medium that it reasonably considers advisable, and the Obligors
               shall furnish all such assistance and information as the Lender
               may reasonably require in connection with such test
               verifications. Upon the occurrence of an Event of Default and
               during the continuation thereof, the Lender in its own name or in
               the name of others may reasonably communicate with account
               debtors on the Accounts to verify with them to the Lender's
               reasonable satisfaction the existence, amount and terms of any
               Accounts.

     4.        Representations and Warranties. Each Obligor hereby represents
               ------------------------------
          and warrants to the Lender that: (provided that such representations
          and warranties with respect to IQXpert Holdings Inc., IQXpert Inc. and
          ExtraTime Technologies Inc. shall be subject to subparagraph (f)
          below)

          (a)       Chief Executive Office; Books & Records. As of the date
                    ---------------------------------------
               hereof, each Obligor's chief executive office and chief place of
               business is (and for the prior four months have been) located at
               the locations set forth on Schedule 1 hereto and each Obligor
                                          ----------
               keeps its primary books and records at such locations.

          (b)       Location of Collateral. As of the date hereof, the location
                    ----------------------
               of all the Accounts and Inventory owned by each Obligor is as
               shown on Schedule 1 hereto.
                        ----------

          (c)       Ownership. Each Obligor is the legal and beneficial owner of
                    ---------
               its Collateral and has the right to pledge, sell, assign or
               transfer the same. As of the date hereof, each Obligor's legal
               name is as shown in this Security Agreement and no Obligor has in
               the past four months changed its name.

          (d)       Security Interest/Priority. This Security Agreement creates
                    --------------------------
               a valid security interest in favor of the Lender, in the
               Collateral of such Obligor and, when properly perfected by
               filing, shall constitute a valid perfected security interest in
               such Collateral, free and clear of all Liens (except for
               Permitted Liens).
<PAGE>

                                                                               4

          (e)       Accounts. (i) Each Account of the Obligors and the papers
                    --------
               and documents relating thereto are genuine and in all material
               respects what they purport to be, (ii) each Account arises out of
               (A) a bona fide sale of goods sold and delivered by such Obligor
               (or is in the process of being delivered) or (B) services
               theretofore actually rendered by such Obligor to, the account
               debtor named therein and (iii) no Account of an Obligor is
               evidenced by any Instrument or Chattel Paper.

          (f)       Exceptions. Anything herein to the contrary notwithstanding,
                    ----------
               if any representation and warranty in this Section 4 with respect
               to IQXpert Holdings Inc., IQXpert Inc. or ExtraTime Technologies
               Inc. would have been false or incorrect if made on November 30,
               1999, then Obligors shall not be deemed to be in breach of such
               representation or warranty with respect to IQXpert Holdings Inc.,
               IQXpert Inc. or ExtraTime Technologies, Inc. on or after the date
               hereof by reason of any of the facts or circumstances that would
               have made such representation and warranty false or incorrect on
               November 30, 1999.

     5.        Covenants. Each Obligor covenants that, so long as any of the
               ---------
          Secured Obligations remain outstanding or any Loan Document is in
          effect, such Obligor shall:

          (a)       Other Liens. Defend the Collateral against the claims and
                    -----------
               demands of all other parties claiming an interest therein except
               any Person claiming by, through or under the Lender, use
               commercial best efforts to keep the Collateral free from all
               Liens (except for Permitted Liens), and not sell, exchange,
               transfer, assign, lease or otherwise dispose of the Collateral or
               any interest therein, except that prior to the occurrence of an
               Event of Default, the Borrowers may sell Inventory in the
               ordinary course of the Borrowers business.

          (b)       Instruments/Chattel Paper. If any amount payable under or in
                    -------------------------
               connection with any of the Collateral shall be or become
               evidenced by any Instrument or Chattel Paper, promptly deliver
               such Instrument or Chattel Paper to the Lender, duly indorsed in
               a manner satisfactory to the Lender, to be held as Collateral
               pursuant to this Security Agreement.

          (c)       Change in Location. Not, without providing reasonable
                    ------------------
               written notice to the Lender and without filing such amendments
               to any previously filed or additional financing statements as the
               Lender may reasonably require, (a) change the location of its
               chief executive office and chief place of business (as well as
               its principal books and records) from the locations set forth on
               Schedule 1 hereto, (b) change the location of a material amount
               -----------------
               of its Collateral from the locations set forth for such Obligor
               on Schedule 1 hereto, or (c) change its name, be party to a
                  ----------
               merger, consolidation or other change in structure that would
               require amendment to any previously filed financing statement.
<PAGE>

                                                                               5

          (d)       Perfection of Security Interest. Execute and deliver to the
                    -------------------------------
               Lender such agreements, assignments or instruments (including
               affidavits, notices, reaffirmations and amendments and
               restatements of existing documents, as the Lender may reasonably
               request) and do all such other things as the Lender may
               reasonably deem necessary or appropriate (i) to assure to the
               Lender its security interests hereunder, including such financing
               statements (including renewal statements) or amendments thereof
               or supplements thereto or other instruments as the Lender may
               from time to time reasonably request in order to perfect and
               maintain the security interests granted hereunder in accordance
               with the UCC, (ii) to consummate the transactions contemplated
               hereby and (iii) to otherwise protect and assure the Lender of
               its rights and interests hereunder. To that end, each Obligor
               agrees that the Lender may file one or more financing statements
               disclosing the Lender's security interest in any or all of the
               Collateral of such Obligor without, to the extent permitted by
               law, such Obligor's signature thereon, and further each Obligor
               also hereby irrevocably makes, constitutes and appoints the
               Lender, its nominee or any other person whom the Lender may
               designate, as such Obligor's attorney in fact with full power and
               for the limited purpose to sign in the name of such Obligor any
               such financing statements, or amendments and supplements to
               financing statements, renewal financing statements, notices or
               any similar documents which in the Lender's reasonable discretion
               would be necessary, appropriate or convenient in order to perfect
               and maintain perfection of the security interests granted
               hereunder, such power, being coupled with an interest, being and
               remaining irrevocable so long as the Credit Agreement is in
               effect or any amounts payable thereunder or under any other Loan
               Document, shall remain outstanding. Each Obligor hereby agrees
               that a carbon, photographic or other reproduction of this
               Security Agreement or any such financing statement is sufficient
               for filing as a financing statement by the Lender without notice
               thereof to such Obligor wherever the Lender may in its sole
               discretion desire to file the same. In the event for any reason
               the law of any jurisdiction other than New York becomes or is
               applicable to the Collateral of any Obligor or any part thereof,
               or to any of the Secured Obligations, such Obligor agrees to
               execute and deliver all such instruments and to do all such other
               things as the Lender in its sole discretion reasonably deems
               necessary or appropriate to preserve, protect and enforce the
               security interests of the Lender under the law of such other
               jurisdiction (and, if an Obligor shall fail to do so promptly
               upon the reasonable request of the Lender, then the Lender may
               execute any and all such requested documents on behalf of such
               Obligor pursuant to the power of attorney granted hereinabove).
               If any Collateral is in the possession or control of an Obligor's
               agents and the Lender so requests, such Obligor agrees to notify
               such agents in writing of the Lender's security interest therein
               and, upon the Lender's request, instruct them to hold all such
               Collateral for the Lender's account and subject to the Lender's
               instructions. Each Obligor agrees to mark its
<PAGE>

                                                                               6

               books and records to reflect the security interest of the Lender
               in the Collateral.

          (e)       Treatment of Accounts. Not grant or extend the time for
                    ---------------------
               payment of any Account, or compromise or settle any Account for
               less than the full amount thereof, or release any person or
               property, in whole or in part, from payment thereof, or allow any
               credit or discount thereon, other than as normal and customary in
               the ordinary course of an Obligor's business.

          (f)       Insurance. Insure, repair and replace the Collateral of such
                    ---------
               Obligor as set forth in the Credit Agreement. All insurance
               proceeds shall be subject to the security interest of the Lender
               hereunder.

     6.        Advances by Lenders. On failure of any Obligor to materially
               -------------------
          perform any of the covenants and agreements contained herein, the
          Lender may, upon written notice to Obligor and after a reasonable
          opportunity to cure (unless, in the Lender's reasonable judgment, a
          cure period could have a detrimental effect on the value of the
          security) at its sole option and in its sole discretion, perform the
          same and in so doing may expend such sums as the Lender may reasonably
          deem advisable in the performance thereof, including, without
          limitation, the payment of any insurance premiums, the payment of any
          taxes, a payment to obtain a release of a Lien or potential Lien,
          expenditures made in defending against any adverse claim and all other
          expenditures which the Lender may make for the protection of the
          security hereof or which may be compelled to make by operation of law.
          All such sums and amounts so expended shall be repayable by the
          Obligors on a joint and several basis promptly upon timely notice
          thereof and demand therefor, shall constitute additional Secured
          Obligations and shall bear interest from the date said amounts are
          expended at the Default Rate. No such performance of any covenant or
          agreement by the Lender on behalf of any Obligor, and no such advance
          or expenditure therefor, shall relieve the Obligors of any default
          under the terms of this Security Agreement or the other Loan
          Documents. The Lender may make any payment hereby authorized in
          accordance with any bill, statement or estimate procured from the
          appropriate public office or holder of the claim to be discharged
          without inquiry into the accuracy of such bill, statement or estimate
          or into the validity of any tax assessment, sale, forfeiture, tax
          lien, title or claim except to the extent such payment is being
          contested in good faith by an Obligor in appropriate proceedings and
          against which adequate reserves are being maintained in accordance
          with GAAP.

     7.        Events of Default.
               -----------------

The occurrence of an event which under the Credit Agreement would constitute an
Event of Default shall be an Event of Default hereunder (an "Event of Default").
                                                             ----------------

     8.        Remedies.
               --------
<PAGE>

                                                                               7

          (a)       General Remedies. Upon the occurrence of an Event of Default
                    ----------------
               and during continuation thereof, and after written notice by the
               Lender to the Obligors, the Lender shall have, in addition to the
               rights and remedies provided herein, in the Loan Documents, or by
               law (including, but not limited to, the rights and remedies set
               forth in the Uniform Commercial Code of the jurisdiction
               applicable to the affected Collateral), the rights and remedies
               of a secured party under the UCC (regardless of whether the UCC
               is the law of the jurisdiction where the rights and remedies are
               asserted and regardless of whether the UCC applies to the
               affected Collateral), and further, the Lender may, with or
               without judicial process or the aid and assistance of others, (i)
               enter on any premises on which any of the Collateral may be
               located and, without resistance or interference by the Obligors,
               take possession of the Collateral, (ii) dispose of any Collateral
               on any such premises, (iii) require the Obligors to assemble and
               make available to the Lender at the expense of the Obligors any
               Collateral at any place and time designated by the Lender which
               is reasonably convenient to both parties, (iv) remove any
               Collateral from any such premises for the purpose of effecting
               sale or other disposition thereof, and/or (v) without demand and
               without advertisement, notice, hearing or process of law, all of
               which each of the Obligors hereby waives to the fullest extent
               permitted by law, at any place and time or times, sell and
               deliver any or all Collateral held by or for it at public or
               private sale, by one or more contracts, in one or more parcels,
               for cash, upon credit or otherwise, at such prices and upon such
               terms as the Lender deems advisable, in its sole discretion
               (subject to any and all mandatory legal requirements). In
               addition to all other sums due the Lender with respect to the
               Secured Obligations, the Obligors shall pay the Lender all
               reasonable documented costs and expenses incurred by the Lender
               including, but not limited to, reasonable attorneys' fees and
               court costs, in obtaining or liquidating the Collateral, in
               enforcing payment of the Secured Obligations, or in the
               prosecution or defense of any action or proceeding by or against
               the Lender or the Obligors concerning any matter arising out of
               or connected with this Security Agreement, any Collateral or the
               Secured Obligations, including, without limitation, any of the
               foregoing arising in, arising under or related to a case under
               the Bankruptcy Code. To the extent the rights of notice cannot be
               legally waived hereunder, each Obligor agrees that any
               requirement of reasonable notice shall be met if such notice is
               personally served on or mailed, postage prepaid, to the Borrower
               in accordance with the notice provisions of Section 9.7 of the
                                                           -----------
               Credit Agreement at least 10 days before the time of sale or
               other event giving rise to the requirement of such notice. The
               Lender shall not be obligated to make any sale or other
               disposition of the Collateral regardless of notice having been
               given. To the extent permitted by law, the Lender may be a
               purchaser at any such sale. To the extent permitted by applicable
               law, each of the Obligors hereby waives all of its rights of
               redemption with respect to any such sale. Subject to the
               provisions of applicable law, the Lender may postpone or cause
               the postponement of the sale of all or any portion of the
               Collateral by announcement at the time and place of such sale,
               and such sale
<PAGE>

                                                                               8

               may, without further notice, to the extent permitted by law, be
               made at the time and place to which the sale was postponed, or
               the Lender may further postpone such sale by announcement made at
               such time and place.

          (b)       Remedies relating to Accounts. Upon the occurrence of an
                    -----------------------------
               Event of Default and during the continuation thereof, whether or
               not the Lender has exercised any or all of its rights and
               remedies hereunder, each Obligor will promptly upon request of
               the Lender instruct all account debtors to remit all payments in
               respect of Accounts to a mailing location selected by the Lender.
               In addition, upon the occurrence and during the continuation of
               an Event of Default, the Lender or its designee may notify any
               Obligor's customers and account debtors that the Accounts of such
               Obligor have been assigned to the Lender or of the Lender's
               security interest therein, and may (either in its own name or in
               the name of an Obligor or both) demand, collect (including
               without limitation by way of a lockbox arrangement), receive,
               take receipt for, sell, sue for, compound, settle, compromise and
               give acquittance for any and all amounts due or to become due on
               any Account, and, in the Lender's discretion, file any claim or
               take any other action or proceeding to protect and realize upon
               the security interest of the Lender in the Accounts. Each Obligor
               acknowledges and agrees that the Proceeds of its Accounts
               remitted to or on behalf of the Lender in accordance with the
               provisions hereof shall be solely for the Lender's own
               convenience and that such Obligor shall not have any right, title
               or interest in such Proceeds except as expressly provided herein.
               The Lender shall have no liability or responsibility to any
               Obligor for acceptance of a check, draft or other order for
               payment of money bearing the legend "payment in full" or words of
               similar import or any other restrictive legend or endorsement or
               be responsible for determining the correctness of any remittance.
               Each Obligor hereby agrees to indemnify the Lender from and
               against all liabilities, damages, losses, actions, claims,
               judgments, costs, expenses, charges and reasonable attorneys'
               fees suffered or incurred by the Lender because of the
               maintenance of the foregoing arrangements, except as relating to
               or arising out of the gross negligence or willful misconduct or
               unlawful conduct of the Lender or its officers or employees. In
               the case of any investigation, litigation or other proceeding,
               the foregoing indemnity shall be effective whether or not such
               investigation, litigation or proceeding is brought by an Obligor,
               its directors, shareholders or creditors or the Lender or any
               other Person.

          (c)       Access. In addition to the rights and remedies hereunder,
                    ------
               upon the occurrence of an Event of Default and during the
               continuance thereof, the Lender shall have the right to
               reasonably enter and remain upon the various premises of the
               Obligors without cost or charge to the Lender, and use the same,
               together with materials, supplies, books and records of the
               Obligors for the purpose of collecting and liquidating the
               Collateral, or for preparing for sale and conducting the sale of
               the Collateral, whether by foreclosure, auction or otherwise. In
               addition, the Lender may remove
<PAGE>

                                                                               9


               Collateral, or any part thereof, from such premises and/or any
               records with respect thereto, in order to effectively collect or
               liquidate such Collateral.

          (d)       Nonexclusive Nature of Remedies. Failure by the Lender to
                    -------------------------------
               exercise any right, remedy or option under this Security
               Agreement, any other Loan Document, or as provided by law, or any
               delay by the Lender in exercising the same, shall not operate as
               a waiver of any such right, remedy or option. No waiver hereunder
               shall be effective unless it is in writing, signed by the party
               against whom such waiver is sought to be enforced and then only
               to the extent specifically stated, which in the case of the
               Lender shall only be granted as provided herein. To the extent
               permitted by law, neither the Lender nor any party acting as
               attorney for the Lender, shall be liable hereunder for any acts
               or omissions or for any error of judgment or mistake of fact or
               law other than their gross negligence or willful misconduct or
               unlawful conduct hereunder. The rights and remedies of the Lender
               under this Security Agreement shall be cumulative and not
               exclusive of any other right or remedy which the Lender may have.

          (e)       Retention of Collateral. In addition to the rights and
                    -----------------------
               remedies hereunder, upon the occurrence of an Event of Default
               and during the continuation thereof, the Lender may, after
               providing the notices required by Section 9-505(2) of the UCC and
               otherwise complying with the requirements of applicable law of
               the relevant jurisdiction, to the extent the Lender is in
               possession of any of the Collateral, retain the Collateral in
               satisfaction of the Secured Obligations. Unless and until the
               Lender shall have provided such notices, however, the Lender
               shall not be deemed to have retained any Collateral in
               satisfaction of any Secured Obligations for any reason.

          (f)       Deficiency. In the event that the proceeds of any sale,
                    ----------
               collection or realization are insufficient to pay all amounts to
               which the Lender is legally entitled, the Obligors shall be
               jointly and severally liable for the deficiency, together with
               interest thereon at the Default Rate, together with the
               reasonable costs of collection and the reasonable fees of any
               attorneys employed by the Lender to collect such deficiency. Any
               surplus remaining after the full payment and satisfaction of the
               Secured Obligations shall be returned to the Obligors or to
               whomsoever a court of competent jurisdiction shall determine to
               be entitled thereto.

     9.        Additional Rights of the Lender.
               -------------------------------

          (a)       Power of Attorney. In addition to other powers of attorney
                    -----------------
               contained herein, each Obligor hereby designates and appoints the
               Lender, and each of its designees, as attorney-in-fact of such
               Obligor, irrevocably and with power of substitution (to the
               extent permitted by applicable law), with authority to take any
               or all of the following actions upon the occurrence and during
               the continuance of an Event of Default:
<PAGE>

                                                                              10

          (i)            to demand, collect, settle, compromise, adjust, give
                  discharges and releases, all as the Lender may reasonably
                  determine;

          (ii)           to commence and prosecute any actions at any court for
                  the purposes of collecting any Collateral and enforcing any
                  other right in respect thereof;

          (iii)          to defend, settle or compromise any action brought and,
                  in connection therewith, give such discharge or release as the
                  Lender may deem reasonably appropriate;

          (iv)           receive, open and dispose of mail addressed to an
                  Obligor and endorse checks, notes, drafts, acceptances, money
                  orders, bills of lading, warehouse receipts or other
                  instruments or documents evidencing payment, shipment or
                  storage of the goods giving rise to the Collateral of such
                  Obligor on behalf of and in the name of such Obligor, or
                  securing, or relating to such Collateral;

          (v)            sell, assign, transfer, make any agreement in respect
                  of, or otherwise deal with or exercise rights in respect of,
                  any Collateral or the goods or services which have given rise
                  thereto, as fully and completely as though the Lender were the
                  absolute owner thereof for all purposes;

          (vi)           adjust and settle claims under any insurance policy
                  relating thereto;

          (vii)          execute and deliver all assignments, conveyances,
                  statements, financing statements, renewal financing
                  statements, security agreements, affidavits, notices and other
                  agreements, instruments and documents that the Lender may
                  determine necessary in order to perfect and maintain the
                  security interests and liens granted in this Security
                  Agreement and in order to fully consummate all of the
                  transactions contemplated therein;

          (viii)         institute any foreclosure proceedings that the Lender
                  may deem appropriate; and

          (ix)           do and perform all such other acts and things as the
                  Lender may reasonably deem to be necessary, proper or
                  convenient in connection with the Collateral.
<PAGE>

                                                                              11

               This power of attorney is a power coupled with an interest and
     shall be irrevocable for so long as any of the Secured Obligations remain
     outstanding or any Loan Document is in effect.  The Lender shall be under
     no duty to exercise or withhold the exercise of any of the rights, powers,
     privileges and options expressly or implicitly granted to the Lender in
     this Security Agreement, and shall not be liable for any failure to do so
     or any delay in doing so.  The Lender shall not be liable for any act or
     omission or for any error of judgment or any mistake of fact or law in its
     individual capacity or its capacity as attorney-in-fact except acts or
     omissions resulting from its gross negligence or willful misconduct or
     unlawful conduct.  This power of attorney is conferred on the Lender solely
     to protect, preserve and realize upon its security interest in the
     Collateral.

          (b)       The Lender's Duty of Care. Other than the exercise of
                    -------------------------
               reasonable care to assure the safe custody of the Collateral
               while being held by the Lender hereunder, the Lender shall have
               no duty or liability to preserve rights pertaining thereto, it
               being understood and agreed that the Obligors shall be
               responsible for preservation of all rights in the Collateral, and
               the Lender shall be relieved of all responsibility for the
               Collateral upon surrendering it or tendering the surrender of it
               to the Obligors. The Lender shall be deemed to have exercised
               reasonable care in the custody and preservation of the Collateral
               in its possession if the Collateral is accorded treatment
               substantially equal to that which the Lender accords its own
               property, which shall be no less than the treatment employed by a
               reasonable and prudent Lender in the industry, it being
               understood that the Lender shall not have responsibility for
               taking any necessary steps to preserve rights against any parties
               with respect to any of the Collateral.

     10.       Application of Proceeds. Upon the occurrence and during the
               -----------------------
          continuance of an Event of Default, any payments in respect of the
          Secured Obligations and any proceeds of the Collateral, when received
          by the Lender in cash or its equivalent, will be applied in reduction
          of the Secured Obligations and each Obligor irrevocably waives the
          right to direct the application of such payments and proceeds and
          acknowledges and agrees that the Lender shall have the continuing and
          exclusive right to apply and reapply any and all such payments and
          proceeds in the Lender's sole discretion, notwithstanding any entry to
          the contrary upon any of its books and records.

     11.       Costs of Counsel. If at any time hereafter, whether upon the
               ----------------
          occurrence of an Event of Default or not, the Lender employs counsel
          to prepare amendments, waivers or consents with respect to this
          Security Agreement, or to take action or make a response in or with
          respect to any legal proceeding relating to this Security Agreement or
          relating to the Collateral, or to protect the Collateral or exercise
          any rights or remedies under this Security Agreement or with respect
          to the Collateral, then the Obligors agree to promptly pay upon demand
          any and all such reasonable documented costs and expenses of the
          Lender all of which costs and expenses shall constitute Secured
          Obligations hereunder.
<PAGE>

                                                                              12


     12.       Continuing Agreement.
               --------------------

          (a)       This Security Agreement shall be a continuing agreement in
               every respect and shall remain in full force and effect so long
               as any of the Secured Obligations remain outstanding or any Loan
               Document is in effect. Upon such payment and termination, this
               Security Agreement shall be automatically terminated and the
               Lender shall, upon the request and at the expense of the
               Obligors, forthwith release all of its liens and security
               interests hereunder and shall execute and deliver all UCC
               termination statements and/or other documents reasonably
               requested by the Obligors evidencing such termination.
               Notwithstanding the foregoing all releases and indemnities
               provided hereunder shall survive termination of this Security
               Agreement; but with respect to the indemnities for a period of 24
               months following such termination.

          (b)       This Security Agreement shall continue to be effective or be
               automatically reinstated, as the case may be, if at any time
               payment, in whole or in part, of any of the Secured Obligations
               is rescinded or must otherwise be restored or returned by the
               Lender as a preference, fraudulent conveyance or otherwise under
               any bankruptcy, insolvency or similar law, all as though such
               payment had not been made; provided that in the event payment of
               all or any part of the Secured Obligations is rescinded or must
               be restored or returned, all reasonable costs and expenses
               (including without limitation any reasonable legal fees and
               disbursements) incurred by the Lender in defending and enforcing
               such reinstatement shall be deemed to be included as a part of
               the Secured Obligations.

     13.       Amendments; Waivers; Modifications. This Security Agreement and
               ----------------------------------
          the provisions hereof may not be amended, waived, modified, changed,
          discharged or terminated except as set forth in Section 9.3 of the
                                                          -----------
          Credit Agreement.


     14.       Successors in Interest. This Security Agreement shall create a
               ----------------------
          continuing security interest in the Collateral and shall be binding
          upon each Obligor, its successors and assigns and shall inure,
          together with the rights and remedies of the Lender hereunder, to the
          benefit of the Lender and its successors and permitted assigns;
          provided, however, that none of the Obligors may assign its rights or
          --------  -------
          delegate its duties hereunder without the prior written consent of the
          Lender, and the Lender may not assign its rights or delegate its
          duties hereunder, other than to an affiliate of the Lender, without
          the prior written consent of the Obligors. To the fullest extent
          permitted by law, each Obligor hereby releases the Lender, and its
          successors and assigns, from any liability for any act or omission
          relating to this Security Agreement or the Collateral, except for any
          liability arising from the gross negligence or willful misconduct or
          unlawful conduct of the Lender, or its officers or employees.

     15.       Notices. All notices required or permitted to be given under this
               -------
          Security Agreement shall be in conformance with Section 9.7 of the
                                                          -----------
          Credit Agreement.
<PAGE>

                                                                              13

     16.       Counterparts. This Security Agreement may be executed in any
               ------------
          number of counterparts, each of which where so executed and delivered
          shall be an original, but all of which shall constitute one and the
          same instrument. It shall not be necessary in making proof of this
          Security Agreement to produce or account for more than one such
          counterpart signed by each of the parties.

     17.       Headings. The headings of the sections and subsections hereof are
               --------
          provided for convenience only and shall not in any way affect the
          meaning or construction of any provision of this Security Agreement.

     18.       Governing Law; Submission to Jurisdiction; Venue.
               ------------------------------------------------

          (a)  This Security Agreement shall be construed in accordance with and
               governed by the local laws of the State of New York applicable to
               contracts executed and to be performed in such state.

          (b)  Obligors hereby submit to the jurisdiction of the courts of the
               State of New York in New York County or the United States
               District Court for the Southern District of New York, in
               connection with any action or proceeding arising out of or
               relating to this Security Agreement. Obligors hereby irrevocably
               appoint the Company, with an address at 432 Park Avenue South,
               New York, New York 10016, as their agent to receive service of
               copies of summons and complaints and any other process which may
               be served in any action or proceeding arising hereunder. Such
               service may be made by mailing or delivering a copy of such
               process by registered or certified mail, postage prepaid, to
               Obligors in care of the Company's address set forth above, to the
               attention of the Company's General Counsel, and Obligors hereby
               irrevocably authorize and direct the Company to accept such
               service on their behalf. Obligors agree that a final judgement in
               any such action or proceeding shall be conclusive, subject to
               appellate relief, and may be enforced in other jurisdictions by
               suit on the judgement or in any other manner provided by law.
               Nothing in this Security Agreement shall affect the right of the
               Lender to serve legal process in any other manner permitted by
               law or affect the right of the Lender to bring any action or
               proceeding against Obligors or any of their properties in the
               courts of the other jurisdictions to the extent otherwise
               permitted by the law.

          (c)  To the extent that any Obligor has or hereafter may acquire: (i)
               any immunity from the jurisdiction of any court of the State of
               New York in New York County or the United States District Court
               for the Southern District of New York or from any legal process
               out of any such court (whether through service or notice,
               attachment prior to judgement, attachment in aid of execution,
               execution or otherwise) with respect to itself or its property,
               or (ii) any objection to the laying of the venue or of an
               inconvenient forum or any suit, action or proceeding, if brought
               in the State of New York in New York County or the United States
               District Court for the Southern District of
<PAGE>

                                                                              14

               New York under process served in accordance with this Security
               Agreement, such Obligor hereby irrevocably waives such immunity
               or objection in respect of any suit, action or proceeding arising
               out of or relating to this Security Agreement.


     19.       Waiver of Jury Trial. EACH OF THE PARTIES OF THIS SECURITY
               --------------------
          AGREEMENT HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY
          RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
          HEREON OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS SECURITY
          AGREEMENT. EACH SUCH PARTY HEREBY ACKNOWLEDGES THAT IT WAS REPRESENTED
          BY COUNSEL IN ITS ENTERING INTO THIS SECURITY AGREEMENT AND IT WAS
          EXPLAINED THE MEANING OF THIS WAIVER OF JURY TRIAL.

     20.       Severability. If any provision of this Security Agreement is
               ------------
          determined to be illegal, invalid or unenforceable, such provision
          shall be fully severable and the remaining provisions shall remain in
          full force and effect and shall be construed without giving effect to
          the illegal, invalid or unenforceable provisions.

     21.       Entirety. This Security Agreement and the other Loan Documents
               --------
          constitute the entire contract between the parties relative to the
          subject matter hereof. Any previous agreement among the parties with
          respect to the transactions contemplated herein is superseded by this
          Security Agreement and the other Loan Documents.

     22.       Survival. All representations and warranties of the Obligors
               --------
          hereunder shall survive the execution and delivery of this Security
          Agreement, the other Loan Documents, the delivery of the Note and the
          making of the Loan so long as any of the Secured Obligations remain
          outstanding or any other Loan Document is in effect.


     23.       Other Security. To the extent that any of the Secured Obligations
               --------------
          are now or hereafter secured by property other than the Collateral
          (including, without limitation, real property and securities owned by
          an Obligor), or by a guarantee, endorsement or property of any other
          Person, then the Lender shall have the right to proceed against such
          other property, guarantee or endorsement upon the occurrence of any
          Event of Default and during the continuation, and the Lender shall
          have the right, in its sole discretion, to determine which rights,
          security, liens, security interests or remedies the Lender shall at
          any time pursue, relinquish, subordinate, modify or take with respect
          thereto, without in any way modifying or affecting any of them or any
          of the Lender's rights or the Secured Obligations under this Security
          Agreement or under any other of the Loan Documents.
<PAGE>

                                                                              15

     24.       Joint and Several Obligations of Obligors.
               -----------------------------------------

          (a)       Each of the Obligors is accepting joint and several
               liability hereunder in consideration of the financial
               accommodation to be provided by the Lender under the Credit
               Agreement, for the mutual benefit, directly and indirectly, of
               each of the Obligors and in consideration of the undertakings of
               each of the Obligors to accept joint and several liability for
               the obligations of each of them.

          (b)       Each of the Obligors jointly and severally hereby
               irrevocably and unconditionally accepts, not merely as a surety
               but also as a co-debtor, joint and several liability with the
               other Obligors with respect to the payment and performance of all
               of the Secured Obligations arising under this Security Agreement,
               and the other Loan Documents, it being the intention of the
               parties hereto that all the Obligations shall be the joint and
               several obligations of each of the Obligors without preferences
               or distinction among them.

          (c)       Notwithstanding any provision to the contrary contained
               herein or in any other of the Loan Documents, to the extent the
               obligations of an Obligor shall be adjudicated to be invalid or
               unenforceable for any reason (including, without limitation,
               because of any applicable state or federal law relating to
               fraudulent conveyances or transfers) then the obligations of each
               Obligor hereunder shall be limited to the maximum amount that is
               permissible under applicable law (whether federal or state and
               including, without limitation, the Bankruptcy Code).

Each of the parties hereto has caused a counterpart of this Security Agreement
to be duly executed and delivered as of the date first above written.


                                            OBLIGORS:
                                            ---------

                                            PARTMINER, INC.

                                            By: /s/ Daniel Nissanoff
                                                --------------------

                                            Name:

                                            Title:


                                            IQXPERT HOLDINGS INC.

                                            By: /s/ Daniel Nissanoff
                                                --------------------


<PAGE>

                                                                              16

                                            Name:

                                            Title:



                                            IQXPERT, INC.

                                            By: /s/ Daniel Nissanoff
                                                --------------------

                                            Name:

                                            Title:

                                            EXTRATIME TECHNOLOGIES, INC.

                                            By: /s/ Daniel Nissanoff
                                                --------------------

                                            Name:

                                            Title:



                                            ACCURATE COMPONENTS INC.

                                            By: /s/ Daniel Nissanoff
                                                --------------------

                                            Name:

                                            Title:


                                            MARKET TRADING CONCEPTS, INC.

                                            By: /s/ Daniel Nissanoff
                                                --------------------

                                            Name:

                                            Title:


Accepted and agreed to as of the date first above written.
<PAGE>

                                                                              17

                                            LENDER:

                                            HAIC INC.

                                            By: /s/ Stephen Green
                                                ----------------------
                                            Name:

                                            Title: