Exhibit 10.19

                               SECURITY AGREEMENT


         THIS AGREEMENT,  entered into as of the 18th day of December, 1997, 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 517 Townsend  Avenue,  High Point,  North Carolina  27263  (Carolina
Pacific) and CAPITOL WAREHOUSE, INC., a Kentucky corporation,  whose address is
403 W. Main Street, Frankfurt, Kentucky 40601 (ACapitol Warehouse@) and SERVICE
EXPRESS,  INC.,  an  Alabama  corporation,  whose  address  is P.O.  Box  1009,
Tuscaloosa, Alabama 35403 (Service Express@) (Carroll Fulmer, Carolina Pacific,
Capitol Warehouse and Service Express are together  hereinafter  referred to as
the  ADebtor@)  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 Debtors=  receivables,  including,  but not limited to, all
         present  and future  accounts,  commissions,  contract  rights,  lease
         payment, chattel paper, instruments, documents, tax refunds payable to
         Debtors, 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
         Debtors  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 Debtors ("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,  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
<PAGE>
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.

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

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





                        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

                                                    ADebtor@


                         AMSOUTH  BANK,  a bank  organized  under  the laws of
                         Alabama


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

                                                   "Secured Party"