Exhibit 10.37

                               SECURITY AGREEMENT


         THIS AGREEMENT,  entered into as of the 5th day of November,  1998, by
and  between  CARROLL  FULMER & COMPANY,  INC.,  a Florida  corporation,  whose
address is P. O. Box 5000, Groveland, Florida 34736-5000 ("Carroll Fulmer") and
CAROLINA  PACIFIC  DISTRIBUTORS,  INC.,  a North  Carolina  corporation,  whose
address  is 5625  Surrett  Drive  Extension,  Archdale,  North  Carolina  27263
("Carolina  Pacific") and TRANSIT LEASING,  INC., an Indiana  corporation f/k/a
CAPITOL WAREHOUSE,  INC., a Kentucky corporation,  whose address is 403 W. Main
Street,  Frankfurt,  Kentucky 40601  ("Transit  Leasing") and SERVICE  EXPRESS,
INC.,  an Alabama  corporation,  whose  address is P.O.  Box 1009,  Tuscaloosa,
Alabama 35403  ("Service  Express")  and RAINBOW  TRUCKING  SERVICES,  INC., an
Indiana  corporation,  whose  address is 724 Mechanic  Street,  Jeffersonville,
Indiana 47130 ("Rainbow Trucking") and TRANSPORTATION RESOURCES AND MANAGEMENT,
INC., an Indiana  corporation,  whose address is 5003 US Highway 10 W, Suite 1,
Fort Wayne, Indiana 46898  ("Transportation  Resources") and VENTURE LOGISTICS,
LLC., an Indiana limited liability  company,  whose address is 2415 W. Thompson
Road,   Indianapolis,   Indiana  46217  ("Venture   Logistics")  and  CERTIFIED
TRANSPORT, LLC., an Indiana limited liability company, whose address is 2415 W.
Thompson Road,  Indianapolis,  Indiana 46217  ("Certified  Transport") and K.J.
TRANSPORTATION,  INC., a New York  corporation,  whose  address is 6070 Collett
Road,  Farmington,  New York  14425  ("K.J.  Transportation")  and  DIVERSIFIED
TRUCKING CORP., an Alabama corporation, whose address is 309 Williamson Avenue,
Opelika, Alabama 36804 ("Diversified  Trucking") and NORTHSTAR  TRANSPORTATION,
INC., an Alabama  corporation,  whose address is 410  Twitchell  Road,  Dothan,
Alabama 36303 ("Northstar  Transportation")  (Carroll Fulmer, Carolina Pacific,
Transit Leasing, Service Express, Rainbow Trucking,  Transportation  Resources,
Venture  Logistics,  Certified  Transport,  K.J.  Transportation,   Diversified
Trucking,  Northstar  Transportation and Subsidiaries are together  hereinafter
referred to as the "Debtor") and AMSOUTH BANK, a bank organized  under the laws
of Alabama ("Secured Party"), whose address is Post Office Box 588001, Orlando,
Florida 32858.

         1. Security  Interest.  In  consideration  of and as an inducement for
Secured Party's extending credit to Debtor, Debtor hereby gives Secured Party a
continuing and unconditional security interest (the "Security Interest") in the
assets  described  below,  wherever  located,  and in all  parts,  accessories,
attachments,  additions, replacements,  accessions,  substitutions,  increases,
profits,  proceeds  (including  insurance proceeds) and products thereof in any
form, together with all records relating thereto (the "Collateral"):

         All of the Debtor's  receivables,  including,  but not limited to, all
         present  and future  accounts,  commissions,  contract  rights,  lease
         payment,  chattel  paper,  instruments,   cash,  deposits,   accounts,
         documents,  tax refunds payable to Debtor,  license fees and proceeds,
         royalties, insurance proceeds and general intangibles and all forms of
         obligations owing, together with all documents or instruments of title
         representing the same and rights in any merchandise or goods which the
         same  represent,   together  with  all  right,  title,   security  and
         guarantees,  with respect to each of the  receivables,  including  any
         right of stoppage in  transit,  whether the same are now or  hereafter
         owned, and shall include all rights of Debtor under any patent license
         agreement,  technical assistance contract, product supply contract, or
         similar  agreement  and includes all trade names,  tradmarks,  license
         agreements and all records  pertaining to the accounts,  debtors,  and
         collateral and all computer  software  relating to the  Receivables of
         Debtor (together herein referred to as the "Receivables").

         The Collateral also includes other assets of the same class or classes
hereafter owned or acquired by Debtor,  and Secured Party shall have a security
interest  in all  such  after-acquired  property  and all  parts,  accessories,
attachments,  additions, replacements,  accessions,  substitutions,  increases,
profits, proceeds and products thereof in any form.

         2. Indebtedness Secured. The borrowing relationship between Debtor and
Secured Party is to be a continuing one and is intended to cover numerous types
of extensions of credit, loans, overdraft payments or advances made directly or
indirectly  to Debtor or  guaranteed  by Debtor,  including  but not limited to
those made under the Revolving Credit Note. Accordingly, this Agreement and the
Security  Interest created by it secures payment of all obligations of any kind
owing by Debtor to Secured  Party  whether now existing or hereafter  incurred,
direct or indirect, arising from loans, guaranties,  endorsements or otherwise,
whether  related or  unrelated  to the  purpose of the  original  extension  of
credit, whether of the same or a different class as the primary obligation, and
whether the obligations are from time to time reduced and thereafter increased;
including,   without  limitation,   any  sums  advanced  and  any  expenses  or
obligations  incurred by Secured Party  pursuant to this Agreement or any other
agreement  concerning,  evidencing or securing obligations of Debtor to Secured
Party,  and any liabilities of Debtor to Secured Party arising from any sources
whatsoever (the "Indebtedness").

         3. Revolving  Loans.  Until such time as Debtor receives notice to the
contrary from Secured Party,  Debtor may obtain revolving loans,  such loans to
be evidenced by a revolving  credit note (the  "Revolving  Credit  Note").  The
outstanding  principal balance under the Revolving Credit Note may fluctuate up
and down from time to time, but shall not exceed in aggregate  principal amount
outstanding at any one time the aggregate  face amount of the Revolving  Credit
Note.

         4. Warranties of Debtor. Debtor warrants and so long as this Agreement
continues in force shall be deemed continuously to warrant that:

         (a)      Debtor  is the  owner  of its  respective  Collateral  free
                  of all  security  interests  or other encumbrances;

         (b)      Debtor is authorized to enter into the Security Agreement;

         (c)      The  respective  Collateral  owned by the  Debtor  (including
                  Debtor's  books and  records)  is located  at the  applicable
                  address of the Debtor first written above.

         (d)      Each instrument,  account, and chattel paper constituting the
                  Collateral  arises  from goods sold or  services  rendered by
                  Debtor,  is genuine and  enforceable  in accordance  with its
                  terms against the party  obligated to pay the same  ("Account
                  Debtor"),  and no  Account  Debtor has any  defense,  setoff,
                  claim or counterclaim against Debtor;

         (e)      The amount represented by Debtor to Secured Party as owing by
                  each Account Debtor or by all Account  Debtors is the correct
                  amount  actually  and  unconditionally  owing by such Account
                  Debtor(s),  except  for  normal  cash  discounts  as shown on
                  invoices,  contracts or other documents  delivered to Secured
                  Party;

         (f)      All Receivables are posted currently to Debtor's books and 
                  records; and

         (g)      Debtor holds in full force and effect all  permits,  licenses
                  and franchises necessary for it to carry on its operations in
                  conformity with all applicable laws and regulations.

         5.  Covenants  of  Debtor.  So  long as this  Agreement  has not  been
terminated  as  provided  hereafter,  Debtor:  (a) will  defend the  Collateral
against the claims of all other persons; will keep the Collateral free from all
security interests or other  encumbrances,  except the Security  Interest;  and
will not assign, deliver, sell, transfer,  lease or otherwise dispose of any of
the  Collateral or any interest  therein  without the prior written  consent of
Secured  Party,  except  that  prior to an Event of  Default,  Debtor  may sell
inventory  in the  ordinary  course  of  Debtor's  business;  (b) will keep the
Collateral,  including  Debtor's  books and records,  at the address  specified
above until  Secured Party is notified in writing of any change in its location
within the State but Debtor will not remove the  Collateral  from the State nor
change the  location of Debtor's  chief  executive  office  without the written
consent of Secured Party;  will notify Secured Party promptly in writing of any
change in Debtor's  address,  name or identity from that specified  above;  and
will permit  Secured  Party or its agents to inspect the  Collateral;  (c) will
keep  the  Collateral  in  good  condition  and  repair  and  will  not use the
Collateral in violation of any  provisions of this  Agreement,  any  applicable
statute,  regulation  or  ordinance  or any policy of  insurance  insuring  the
Collateral;  (d) will  execute  and  deliver  to Secured  Party such  financing
statements and other documents, pay all costs including costs of title searches
and filing  financing  statements  and other  documents  in any public  offices
requested by Secured  Party,  and take such other action Secured Party may deem
advisable to perfect the Security Interest created by this Agreement, including
without  limitation  placing notations on Debtor's books of account to disclose
the Security Interest in the Receivables;  (e) will pay all taxes,  assessments
and other  charges of every nature which may be levied or assessed  against the
Collateral;  (f) will  immediately  upon  receipt  deliver  to  Secured  Party,
properly endorsed or assigned,  all instruments and chattel paper  constituting
Collateral, and any security for or guaranty of any of the Collateral; (g) will
post all  Receivables  to  Debtor's  books  and  records  immediately  upon the
creation  thereof;  (h) will not do business under any name or style other than
that indicated on the first page thereof;  and (i) if any  certificate of title
may be issued with respect to any of the Collateral, will cause Secured Party's
interest under this Agreement to be noted on the  certificate  and will deliver
the original certificate to Secured Party.

         6. Records,  Reports and Documents.  Debtor shall  segregate its books
and records  relating to the  Collateral  from all of Debtor's  other books and
records in a manner  satisfactory to Secured Party;  and shall promptly deliver
to Secured  Party upon  request  all  invoices,  original  documents  of title,
contracts,  chattel paper, instruments and any other writings relating thereto,
and all other evidence of the performance of contracts, shipment or delivery of
merchandise,  or the rendering of services; and Debtor will promptly deliver to
Secured Party at Secured Party's request such other information with respect to
any of the  Collateral as Secured Party may in its sole  discretion  deem to be
necessary or desirable to evidence, confirm or protect Secured Party's interest
in the Collateral. Secured Party, or its representatives, at any time from time
to time,  shall have the right,  and Debtor will permit,  or will  instruct any
third party having  possession or  maintaining  any of the following to permit,
Secured Party or its representatives:  (a) to examine, check, make copies of or
extracts from, any of Debtor's  books,  records and files  (including,  without
limitation,  orders and original correspondence);  (b) to verify the Collateral
or any portion  thereof or the Debtor's  compliance with the provisions of this
Agreement.  Debtor agrees to  immediately  notify Secured Party of a default in
payment by, or the insolvency or bankruptcy of, any Account Debtor from whom an
account  receivable is included as an eligible  receivable by Lender, or of the
occurrence  of  any  event  which  would  adversely  affect  the  value  of any
Collateral.  Debtor  further agrees to furnish to Secured Party at Debtor's own
cost and expense, at such intervals as Secured Party may establish from time to
time,  copies of reports,  financial data and analysis  satisfactory to Secured
Party.

         7.        Default.

         (a)      Any of the  following  shall  constitute  in event of default
                  ("Event  of  Default"):  (i) the  occurrence  of any event of
                  default under that certain  Advised  Revolving Line of Credit
                  Agreement  or  Revolving  Credit  Note of even date  herewith
                  between Debtor or Secured Party;  (ii) any attachment or levy
                  against the Collateral or any other occurrence which inhibits
                  Secured Party's free access to the Collateral.

         (b)      Upon the happening of any Event of Default,  Secured  Party's
                  rights  with  respect to the  Collateral  shall be those of a
                  secured party under the Uniform Commercial Code and any other
                  applicable  law in effect  from time to time.  Secured  Party
                  shall also have any  additional  rights granted herein and in
                  any other agreement now or hereafter in effect between Debtor
                  and Secured Party. If requested by Secured Party, Debtor will
                  assemble  the  Collateral  and make it  available  to Secured
                  Party at a place to be designated by Secured Party.

          (c)  Debtor  agrees  that any notice by Secured  Party of the sale or
               disposition  of the  Collateral  or any  other  intended  action
               hereunder,  whether  required by the Uniform  Commercial Code or
               otherwise,  shall constitute  reasonable notice to Debtor if the
               notice is mailed by regular or certified mail,  postage prepaid,
               at least ten days  before  the  action to  Debtor's  address  as
               specified in this Agreement or to any other address which Debtor
               has  specified  in writing to  Secured  Party as the  address to
               which notices  shall be given to Debtor.  Debtor shall be liable
               for any deficiencies in the event the proceeds of disposition of
               the Collateral do not satisfy the Indebtedness in full.

         8.        Miscellaneous.

         (a)      Debtor  authorizes  Secured Party at Debtor's expense to file
                  any financing  statements relating to the Collateral (without
                  Debtor's   signature   thereon)  which  Secured  Party  deems
                  appropriate  and Debtor  appoints  Secured  Party as Debtor's
                  attorney-in-fact to execute any such financing  statements in
                  Debtor's  name and to perform  all other  acts which  Secured
                  Party deems appropriate to perfect and to continue perfection
                  of the Security Interest.

         (b)      Debtor agrees that in addition to the other rights of Secured
                  Party hereunder, Secured Party shall have a security interest
                  in any deposit  accounts of Debtor  with  Lender,  and in any
                  securities or other  property of Debtor in the  possession of
                  Secured Party or any of its affiliates, and Secured Party may
                  apply or set off the same  against the  Indebtedness  in such
                  manner  as  Secured  Party  in  its  sole  discretion   shall
                  determine.

         (c)      Debtor  hereby  irrevocably  consents  to any act by  Secured
                  Party or its agents in  entering  upon any  premises  for the
                  purposes  of either (i)  inspecting  the  Collateral  or (ii)
                  taking  possession  of the  Collateral  after  any  Event  of
                  Default; and Debtor hereby waives its right to assert against
                  Secured  Party or its agents any claim based upon trespass or
                  any similar  cause of action for  entering  upon any premises
                  where the Collateral may be located.

         (d)      Debtor  agrees that  Secured  Party  assumes no  liability or
                  responsibility  for the correctness,  genuineness or validity
                  of any  instruments,  documents or chattel paper which may be
                  released or endorsed to Debtor by Secured Party, all of which
                  shall  automatically  be deemed  to be  without  recourse  to
                  Secured  Party,  nor for the  existence,  quantity,  quality,
                  condition,   value  or  delivery  of  any  goods  represented
                  thereby,  and Debtor  agrees to  indemnify  and hold  Secured
                  Party  harmless  with  respect to any  claims or  liabilities
                  arising in connection therewith.

         (e)      Debtor authorizes  Secured Party to collect and apply against
                  the  Indebtedness  any refund of  insurance  premiums  or any
                  insurance  proceeds  payable on account of the loss or damage
                  to  any of the  Collateral  and  appoints  Secured  Party  as
                  Debtor's  attorney-in-fact  to  endorse  any  check  or draft
                  representing such proceeds or refunds.

         (f)      Upon Debtor's failure to perform any of its duties hereunder,
                  Secured Party may, but it shall not be obligated to,  perform
                  any of such  duties and Debtor  shall  forthwith  upon demand
                  reimburse  Secured Party for any expenses incurred by Secured
                  Party in so doing.  Secured Party may at its option treat the
                  payment of such  expenses  as  advances  under the  Revolving
                  Credit Note.

          (g)  No delay or omission by Secured  Party in  exercising  any right
               hereunder or with respect to any Indebtedness shall operate as a
               waiver of that or any  other  right,  and no  single or  partial
               exercise  of any right  shall  preclude  Secured  Party from any
               other or further  exercise  of the right or the  exercise of any
               other  right or  remedy.  Secured  party  may cure any  Event of
               Default by Debtor in any reasonable  manner without  waiving the
               Event of Default so cured and without waiving any other prior or
               subsequent  Event of Default by Debtor.  All rights and remedies
               of Secured  Party  under this  Agreement  and under the  Uniform
               Commercial Code shall be deemed cumulative.

          (h)  Secured Party shall exercise  reasonable care in the custody and
               preservation of the Collateral to the extent required by law and
               it shall be deemed to have exercised reasonable care if it takes
               such action for that purpose as Debtor shall reasonably  request
               in writing;  however, no omission to do any act not requested by
               Debtor shall be deemed a failure to exercise reasonable care and
               no  omission  to comply  with any  requests  by Debtor  shall of
               itself be deemed a failure to exercise  reasonable care. Secured
               Party shall have no obligation to take and Debtor shall have the
               sole  responsibility  for  taking any steps to  preserve  rights
               against all prior parties to any  instrument or chattel paper in
               Secured  Party's  possession as Collateral or as proceeds of the
               Collateral.  Debtor waives notice of dishonor and protest of any
               instrument  constituting  Collateral at any time held by Secured
               Party on which Debtor is in any way liable and waives  notice of
               any other action taken by Secured Party.

          (i)  Debtor  authorizes  Secured  Party  without  affecting  Debtor's
               obligations  hereunder  from  time to time (i) to take  from any
               party and hold  collateral  (other than the  Collateral) for the
               payment  of  the  Indebtedness  or  any  part  thereof,  and  to
               exchange,  enforce  or  release  such  collateral  or  any  part
               thereof,  (ii) to accept and hold the endorsement or guaranty of
               payment of the  Indebtedness  or any part thereof and to release
               or  substitute  any such  endorser or guarantor or any party who
               has given any security  interest in any  collateral  as security
               for the payment of the  Indebtedness  or any part thereof of any
               party in any way obligated to pay the  Indebtedness  or any part
               thereof;  and (iii) upon the  occurrence of any Event of Default
               to direct the manner of the  disposition  of the  Collateral and
               any other  collateral and the enforcement of any endorsements or
               guaranties  relating to the  Indebtedness or any part thereof as
               Secured Party in its sole discretion may determine.

          (j)  Upon an Event of Default by Debtor,  Secured  Party may  demand,
               collect and sue for all  proceeds  (either in  Debtor's  name or
               Secured Party's name at the latter's option),  with the right to
               enforce,   compromise,   settle  or  discharge   any   proceeds.
               Furthermore,  Debtor appoints  Secured Party or any other person
               designated by Secured Party as Debtor's  attorney-in-fact,  with
               power:  (i) to  endorse  Debtor's  name  on any  checks,  notes,
               acceptances,  money orders,  drafts or other forms of payment or
               security that may come into Secured Party's possession;  (ii) to
               sign Debtor's name on any invoice or bill of lading  relating to
               any Receivables, on drafts against Account Debtors, on schedules
               and  assignments  of  Receivables,  on  notices  of  assignment,
               financing  statements and other public records, on verifications
               of  accounts,  and on  notices  to  Account  Debtors;  (iii)  to
               receive,  open and dispose of all mail  addressed to Debtor that
               may come into Secured Party's possession pursuant to the lockbox
               arrangement;   (iv)  to  send  requests  for   verification   of
               Receivables  to  Account  Debtors;  and  (v)  to do  all  things
               necessary to carry out this Agreement. Neither the Secured Party
               nor its designee  will be liable for any acts or  omissions  nor
               for any  error  of  judgment  or  mistake  of fact or law in the
               exercise of the power granted hereby.  This power, being coupled
               with an  interest,  is  irrevocable  so long as any  Receivables
               assigned  to  Secured  Party or in  which  Secured  Party  has a
               Security  Interest remain unpaid or until the  Indebtedness  has
               been paid in full.

          (k)  Debtor  agrees,  whether  or not the  transactions  contemplated
               hereby  shall  be  consummated,  to pay and hold  Secured  Party
               harmless against  liability for the payment of all out-of pocket
               expenses arising in connection with this transaction,  including
               any state  documentary stamp taxes or other taxes (together with
               interest and  penalties,  if any) which may be  determined to be
               payable  with  respect  to the  execution  and  delivery  of any
               documents  contemplated  hereby,  and the  reasonable  fees  and
               expenses of counsel for  Secured  Party.  If an Event of Default
               shall occur,  Debtor shall also pay all of Secured Party's costs
               of collection,  including repossession,  storage and disposition
               costs,  employee  travel  expenses,  court costs and  reasonable
               attorney's fees, whether incurred in connection with collection,
               trial, appeal or otherwise.

         (l)      The rights and benefits of Secured Party under this Agreement
                  shall, if Secured Party agrees,  inure to any party acquiring
                  an interest in the Indebtedness or any part thereof.

         (m)      The  terms  "Secured  Party"  and  "Debtor"  as  used in this
                  Agreement include the successors or assigns of those parties.

         (n)      If more than one Debtor  executes  this  Agreement,  the term
                  "Debtor" includes each of the Debtors as well as all of them,
                  and their obligations under this Agreement shall be joint and
                  several.

         (o)      This  Agreement  may not be modified or amended nor shall any
                  provision of it be waived except in writing  signed by Debtor
                  and by an authorized officer of Secured Party.

         (p)      This Agreement  shall be construed  under the Florida Uniform
                  Commercial Code and any other  applicable laws in effect from
                  time to time.

         (q)      Unless otherwise  specified in this Agreement,  communication
                  provided for herein shall be delivered or sent by first class
                  mail, postage prepaid, to the respective  addresses set forth
                  on the first page hereof,  or to such other address as either
                  party shall notify the other in writing,  and shall be deemed
                  effective when deposited in the United States mails.

         (r)      Debtor  has not,  within  the  five-year  period  immediately
                  preceding the execution hereof,  done business under any name
                  or style other than that designated in the first page of this
                  Agreement.

         9. WAIVER.  IF AN EVENT OF DEFAULT  SHOULD  OCCUR,  DEBTOR  WAIVES ANY
RIGHT  DEBTOR  MAY HAVE TO NOTICE  AND A HEARING  BEFORE  SECURED  PARTY  TAKES
POSSESSION  OF THE  COLLATERAL BY SELF-HELP,  REPLEVIN,  ATTACHMENT,  SETOFF OR
OTHERWISE.

                    [SIGNATURES COMMENCE ON FOLLOWING PAGE]


<PAGE>



         IN WITNESS  WHEREOF,  the parties have executed this Agreement the day
and year first above written.

Signed,   sealed  and   delivered  in  the presence of:         
   
CARROLL FULMER & COMPANY, INC., a Florida corporation


By: /s/ Philip A. Belyew
Philip A. Belyew, Chairman of the Board




CAROLINA PACIFIC DISTRIBUTORS, INC., a North Carolina
corporation


By: /s/ Philip A. Belyew
Philip A. Belyew, Chairman of the Board

TRANSIT LEASING, INC., an Indiana corporation f/k/a CAPITOL
WAREHOUSE, INC., a Kentucky corporation


By: /s/ Philip A. Belyew
Philip A. Belyew, Chairman of the Board

SERVICE EXPRESS, INC., an Alabama corporation


By: /s/ Philip A. Belyew
Philip A. Belyew, Chairman of the Board

RAINBOW TRUCKING SERVICES, INC., an Indiana corporation


By: /s/ Philip A. Belyew
Philip A. Belyew, Chairman of the Board

[SIGNATURES CONTINUE ON FOLLOWING PAGE]


<PAGE>




TRANSPORTATION RESOURCES AND MANAGEMENT, INC., an Indiana
corporation


By: /s/ Philip A. Belyew
Philip A. Belyew, Chairman of the Board

VENTURE LOGISTICS, LLC, an Indiana limited liability company


By: /s/ Philip A. Belyew
Philip A. Belyew, Manager

CERTIFIED TRANSPORT, LLC, an Indiana limited liability
company


By: /s/ Philip A. Belyew
Philip A. Belyew, Manager

K.J. TRANSPORTATION, INC., a New York corporation


By: /s/ Philip A. Belyew
Philip A. Belyew, Chairman of the Board

DIVERSIFIED TRUCKING CORP, an Alabama corporation


By: /s/ Philip A. Belyew
Philip A. Belyew, Chairman of the Board

NORTHSTAR TRANSPORTATION, INC., an Alabama corporation


By: /s/ Philip A. Belyew
Philip A. Belyew, Chairman of the Board

[SIGNATURES CONTINUE ON FOLLOWING PAGE]


<PAGE>




RAINBOW TRUCKING SERVICES, INC., an Indiana corporation


By: /s/ Philip A. Belyew
Philip A. Belyew, Chairman of the Board

"debtor"

AMSOUTH BANK, a bank organized under the laws of Alabama


By: /s/ Anthony Stiffler
Anthony Stiffler, Vice President

"Secured Party"