EXHIBIT 10.23
                                  -------------

SOUTHTRUST                                                    SECURITY AGREEMENT
SOUTHTRUST BANK
ST CAP FUNDS(SERVICEMARK)

DEBTOR:                                     SECURED PARTY:
[Last Name(s) first, if individual]


Noreaster Micro, Inc.                       SouthTrust Bank
--------------------------------------      Post Office Box 2554
808 3rd Avenue South                        Birmingham, Alabama 35290
--------------------------------------      Attn: Asset Based Lending Department
Nashville,      Tennessee  37210
--------------------------------------
City     County State      Zip

         This Agreement dated October ___, 2000 (the "Effective Date") made by
and between the above-named Debtor and SOUTHTRUST BANK, an Alabama state banking
corporation, having its principal place of business in Birmingham, Alabama
("Bank").

    1. For valuable consideration, receipt of which is hereby acknowledged, and
in further consideration of the Obligations (as hereinafter defined), the
undersigned (whether one or more than one, hereinafter referred to as "Debtor")
hereby grants, bargains, sells, assigns, and sets over to the Secured Party
named above (hereinafter referred to as "Secured Party"), and grants to Secured
Party a security interest in, the following property and rights of Debtor [check
applicable box(es)]:

                                   A.   (Inventory and Documents) all Inventory
                                        of Debtor, whether now owned or
                                        hereafter acquired by Debtor and
                                        wherever located, including, without
                                        limitation, all goods, merchandise, raw
                                        materials, work in process, finished
                                        goods, and other tangible personal
                                        property held for sale or lease or
                                        furnished under contracts of service or
                                        used or consumed in Debtor's business;
                                        all Documents now or hereafter
                                        evidencing any such inventory; and all
                                        proceeds and products of the foregoing;
                                        and

                                   B.   (Accounts, Intangibles, Instruments,
                                        Chattel Paper) all Accounts, General
                                        Intangibles, Instruments and Chattel
                                        Paper, whether now owned or hereafter
                                        acquired by Debtor and whether now
                                        existing or hereafter arising, and all
                                        proceeds of the foregoing, whether cash
                                        or non-cash; and

                                   C.   (Furniture, Fixtures & Equipment) all
                                        Furniture, Fixtures and Equipment,
                                        including all equipment as defined in
                                        the Uniform Commercial Code
                                        ("Equipment"), whether now or hereafter
                                        acquired by Debtor and wherever located,
                                        and all proceeds thereof; and

All of the property and rights described in A, B, and C above (as applicable),
including any specific property and rights of Debtor described in any addendum
to this agreement are sometimes hereinafter referred to collectively as "the
Collateral." Inclusion of proceeds in the Collateral shall not be deemed to
imply that Secured Party has authorized the sale or other transfer or
disposition of any of the Collateral except as expressly provided in this
agreement.

    2. This agreement, and the security interest, herein granted, secures the
payment and performance of every loan and other extension of credit heretofore,
now or hereafter made to Debtor by Secured Party, any extensions, renewals or
modifications thereof, all interest due or to become due to Secured Party on
each such loan or other extension of credit, every note or other writing now or
hereafter evidencing the obligation of Debtor to repay any such loan or other
extension of credit and/or the interest thereon, every guaranty of payment or
collection of the debtor of another heretofore, now or hereafter entered into by
Debtor with Secured Party, every letter of credit reimbursement agreement
heretofore, now or hereafter entered into by Debtor with Secured Party, every
lease of personal property heretofore, now, or hereafter entered into by Debtor
with Secured Party, the payment and performance of all of Debtor's obligations
<PAGE>

under this agreement, and all other indebtedness and other obligations of
Debtor, and either of them to Secured Party, including all sums paid to Secured
Party for Debtor's account by Debtor or any other Person which are later
recovered back from Secured Party by Debtor or any representative of Debtor or
of Debtor's creditors, such as a trustee in bankruptcy, whether any of the
foregoing debts and other obligations are joint or several, primary or
secondary, direct or indirect, otherwise secured or unsecured, whether
originally payable or owed to Secured Party or acquired by Secured Party from
another, and whether now existing or hereafter incurred prior to termination of
this agreement as hereinafter provided. (All of the debts and other obligations
described in the preceding sentence are hereinafter referred to collectively as
the "Obligations.") Without limiting the generality of the foregoing, this
instrument is being executed by Debtor in connection with a Loan and Security
Agreement between Debtor and Secured Party whereby Secured Party is making
available to Debtor a revolving line of credit loan (the "Loan Agreement").

    3. Debtor represents and warrants to Secured Party that Debtor has the
authority to enter into this agreement and that:

         (a) The address where the records concerning Debtor's Accounts are kept
and the address of Debtor's chief executive office is the address shown below
Debtor's name at the beginning of this agreement. Unless listed below, together
with the name of the owner of the site, the site is owned by Debtor. Debtor's
Inventory and Equipment are kept or stored only at the addresses shown below
Debtor's name at the beginning of this agreement and at the following
address(es) (use separate schedule if necessary):

        Location                       Owner
        --------                       -----

---------------------------------     ------------------------------------------

---------------------------------     ------------------------------------------

---------------------------------     ------------------------------------------


No Collateral or other property or interests of Borrower is or shall be located
at any place other than as set forth above. Failure to list any address where
Inventory or Equipment are kept shall not limit Secured Party's security
interest, which covers all Inventory and/or, Equipment of Debtor, wherever
located.

Debtor agrees not to keep or store any Inventory and/or Equipment at any address
other than those set forth above or to change the address where the records
concerning Debtor's Accounts are kept or the address of Debtor's chief executive
office except upon not less than 10 days advance notice in writing to Secured
Party and upon compliance with the remaining terms of this agreement and upon
obtaining such landlord lien waivers, U.C.C. financing statements and other
documents, writings, and instruments as shall be necessary to convey to Secured
Party a first-priority, fully-perfected security interest in said collateral.

         (b) All representations, warranties, covenants, and statements of
Debtor contained in the Loan Agreement are true and correct as of the date
hereof.

         (c) Except for the security interest granted herein, and except as
otherwise noted in writing hereon or on a schedule attached hereto, Debtor is,
and, as to Collateral acquired after the date hereof, will be, the owner of the
Collateral free from any adverse lien, security interest or encumbrance.

         (d) All goods and inventory which are a part of the Collateral have
been produced in compliance with the requirements of the federal Fair Labor
Standards Act.

All of the foregoing representations and warranties are deemed to be made at the
time this agreement is executed and delivered and are deemed to be renewed and
affirmed at and as of the time each loan or other extension of credit which is a
part of the Obligations is made. Debtor acknowledges that Secured Party is
relying on these representations and warranties in accepting this agreement and
extending all such credit.

    4. If paragraph 1.A., 1.C., or 1.D above is marked, Debtor agrees with
Secured Party as follows:

         Debtor will maintain insurance at all times with respect to all
Inventory and Equipment against loss or damage, including loss by fire
(including so-called extended coverage), theft, wind and such other risks
(including flood and water damage) as Secured Party may require from time to
time and, in case of motor vehicles, against risk of collision and vandalism, in
such form, for such periods, and written by such companies as may be
satisfactory to Secured Party. Secured Party shall be named as loss payee under
such policies of insurance. Debtor may furnish such insurance through an
existing policy or a policy independently obtained and paid for by Debtor. All
policies of insurance shall provide for a minimum of 10 days written notice to
Secured Party before cancellation. At the request of Secured Party, Debtor will
deliver such policies or at Secured Party's option, certificates thereof, to

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                                       2
<PAGE>

Secured Party to be held by it. Debtor hereby appoints Secured Party the
attorney-in-fact for Debtor for purposes of obtaining, adjusting, settling, and
canceling such insurance and of endorsing in Debtor's name and giving receipt
for checks and drafts issued in payment of losses and as return premiums. In the
event Debtor fails to provide any insurance as required herein, and unless
prohibited by law, Secured Party may, at its option, purchase such insurance or,
at Secured Party's option after 10 days' notice to Debtor (or such longer notice
period as may be required under applicable law with respect to any type of
insurance), insurance covering only Secured Party's interest in the Inventory
and Equipment. Debtor agrees to reimburse Secured Party on demand for the cost
of such insurance. Debtor hereby assigns all insurance policies at any time
covering the Inventory or Equipment and all returned or unearned premiums
thereon to Secured Party as additional collateral for the Obligations.

    5. If paragraph 1.A. above is marked, Debtor agrees with Secured Party as
follows:

         (a) Debtor will allow Secured Party and any of its officers, agents,
attorneys, or accountants to examine or inspect the inventory wherever located
at all reasonable times and to examine, inspect and make extracts from Debtor's
books and records.

         (b) Debtor will keep the Inventory, all Documents with respect thereto,
and proceeds of both free from any adverse lien, security interest or
encumbrance, except that Debtor may, with Secured Party's written consent, grant
a security interest in its Accounts, General Intangibles, Instruments, and/or
Chattel Paper to another creditor. Debtor will keep the Inventory in good
condition, and will not waste or destroy any of the same. Debtor will not use
the Inventory in violation of any statute or ordinance.

         (c) Until the occurrence of a default hereunder, Debtor may use the
Inventory in any lawful manner not inconsistent with this Security Agreement or
with the terms or conditions of any policy of insurance thereon, and may sell
the inventory in the ordinary course of business. A sale in the ordinary course
of business does not include a transfer in partial or total satisfaction of a
debt. Until the occurrence of a default, Debtor may also use and consume any raw
materials or supplies, the use and consumption of which is necessary in order to
carry on Debtor's business.

         (d) Upon request of Secured Party at any time, Debtor will deliver to
Secured Party lists or copies of all Accounts which are proceeds of Inventory or
Equipment promptly after they arise. Unless Secured Party shall have otherwise
agreed with Debtor in writing, Debtor will deliver to Secured Party, promptly
upon receipt, all proceeds (except goods) of the Inventory or Equipment received
by Debtor, including proceeds of such Accounts, in precisely the form received
by Debtor, except for the endorsement of Debtor where necessary to permit the
collection of such proceeds (which endorsement Debtor hereby agrees to make).
Debtor agrees not to mingle any proceeds of the Inventory or Equipment with any
of Debtor's own funds, goods or property, and at all times to hold such proceeds
upon express trust for the Secured Party until delivery thereof is made to the
Secured Party. To evidence Secured Party's rights hereunder, Debtor will assign
or endorse proceeds to Secured Party in such form as Secured Party may request
and Secured Party shall have the full power and authority to collect,
compromise, endorse, sell, or otherwise deal with proceeds in its own name or
that of Debtor. Secured Party in its sole discretion, and whether or not any
default hereunder has occurred, may apply cash proceeds to the payment of any of
the Obligations or may release such cash proceeds to Debtor for use in the
operation of Debtor's business.

         (e) With respect to proceeds of the Collateral in the form of Accounts,
Secured Party may at any time before or after default notify account debtors
that the Accounts have been assigned to Secured Party and shall be paid to
Secured Party. Upon request of Secured Party at any time Debtor will so notify
such account debtors and will indicate on all invoices to such account debtors
that the Accounts are payable to Secured Party.

    6. If paragraph 1.B. is marked above, Debtor hereby agrees with Secured
Party as follows:

         (a) For the consideration recited in paragraph 1 above, Debtor hereby
leases to Secured Party, during the term of this agreement, all file cabinets,
books, ledgers, microfilm, microfiche, magnetic tapes, magnetic discs, and other
information retrieval or storage systems, on which, or in which, any of Debtor's
records concerning its Accounts, General Intangibles, Instruments, and Chattel
Paper, are kept or stored. Debtor agrees to deliver all of the foregoing
property, or any party thereof specified by Secured Party, to Secured Party upon
request. Debtor agrees that Secured Party may come on any premises where any of
such property is located at any reasonable time to take possession of such
property, and that the entry of such premises by Secured Party will not
constitute a trespass and the taking of such property by Secured Party will not
constitute a trespass to, or a conversion of, any such property.

         (b) Secured Party shall have the right at any time, whether before or
after the occurrence of a default hereunder, to notify any or all account
debtors on the Accounts or General Intangibles, and any or all obligors on the
Instruments or Chattel Paper, to make payment directly to Secured Party, or to
make payment to an address (a "lock box") under the exclusive control of Secured
Party. Upon request of Secured Party, Debtor agrees immediately to notify such

                                      3

account debtors and obligors to make payment directly to Secured Party or to
such lock box and to place Secured Party's address or such lock box's address on
Debtor's invoices and statements as the address to which payment should be made.

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                                       3A
<PAGE>

To the extent Secured Party does not so elect to notify, or does not request
Debtor to notify, the account debtor or obligors. Debtor shall continue to
collect the Collateral. Debtor agrees not to mingle any proceeds of any of the
Collateral with any of Debtor's own funds, goods or property, and at all times
to hold such proceeds upon express trust for the Secured Party until delivery
thereof is made to Secured Party. Debtor agrees to deliver all proceeds of the
Collateral, in precisely the form received by Debtor, except for the endorsement
of Debtor where necessary to permit the collection of such proceeds (which
endorsement Debtor hereby agrees to make). Secured Party may apply such proceeds
to any of the Obligations, whether or not such Obligations shall have matured by
their terms, or Secured Party may, at its option, release such proceeds to
Debtor for use in Debtor's business. Secured Party need not apply or give credit
for any item included in such proceeds until Secured Party has received final
payment therefor at its offices in cash or solvent credits acceptable to Secured
Party.

         (c) Weekly, monthly, or at such other intervals as Secured Party shall
designate, Debtor will deliver to Secured Party lists and agings of all of
Debtor's Accounts in such form, and in such detail, as Secured Party shall
require, together with copies of invoices, delivery receipts, bills of lading,
and such other documents in support of Debtor's Accounts as Secured Party shall
require.

         (d) If any of the Accounts arise out of contracts with the United
States or any agency thereof, Debtor agrees to notify Secured Party thereof and
to execute such documents as shall be necessary to permit Secured Party to
perfect its right to receive payment under the federal Assignment of Claims Act.

         (e) Upon request of Secured Party, Debtor will purchase insurance
covering the loss of, and cost of reconstruction of, Debtor's records of
Accounts, General Intangibles, Chattel Paper and Instruments, such insurance to
be issued by an issuer acceptable to Secured Party and to contain such coverage
provisions as Secured Party shall request.

    7. Debtor hereby covenants, represents, and warrants as follows:

         (a) Debtor agrees to keep all records concerning the Collateral in a
fireproof and safe place and, upon request of Secured Party, to make such
records available to Secured Party, its agents, attorneys, and accountants, at
any reasonable time and without hindrance or delay to allow Secured Party to
inspect, audit, check or make extracts from such records.

         (b) Debtor hereby represents, warrants and agrees with Secured Party
that: (i) except as otherwise noted in writing hereon or in a schedule attached
to this agreement) Debtor is the owner of the Collateral, free and clear of all
liens and encumbrances, and has the full right and power to transfer the
Collateral to Secured Party and to grant to Secured Party the security interest
provided in this agreement; (ii) Debtor will not make any other assignments of
the Collateral, nor create any other security interest therein, nor permit any
other financing statement to be filed in any public office with respect thereto
(except as otherwise expressly agreed in writing by Secured Party), nor permit
either Debtor's or Secured Party's rights therein to be reached by attachment,
levy, garnishment, or other judicial process; (iii) each debt owing to Debtor
which is a part of the Collateral, and all names of all account debtors, amounts
owing, due dates, and other facts appearing on Debtor's records relating
thereto, are true, correct and genuine and are what they purport to be, and each
such debt arises out of a bona fide sale of goods or other property sold and
delivered to, or out of services heretofore rendered by Debtor to, the account
debtors so indicated, and the amount of each such debt is unconditionally owed
to Debtor by each such account debtor, except for normal cash discounts and is
not subject to any offset, credit deduction, or counterclaim, and Debtor is the
sole owner thereof; and (iv) Debtor will promptly notify Secured Party in
writing in the event any such account debtor refuses to accept or return any
goods which are the subject of any debt owed to Debtor which is a part of the
Collateral, and of the bankruptcy, insolvency, or cessation of business of or by
any such account debtor, and of any claim asserted against Debtor for credit
allowance, adjustment, offset or counterclaim by any such account debtor.

         (c) Debtor hereby irrevocably authorizes and empowers Secured Party (i)
to receive and give receipt for any amount or amounts due or to become due to
Debtor on account of the Collateral and to endorse and negotiate in the name of
Debtor any check or other item issued in payment or on account thereof, and in
the name of Secured Party or of Debtor to enforce by suit or otherwise,
compromise, settle, discharge, extend the time of payment, file claims or
otherwise participate in bankruptcy proceedings, and otherwise deal in and with
the Collateral and any proceeds thereof; (ii) to open mail addressed to Debtor,
remove any Collateral or proceeds of the Collateral therefrom and deliver the
remainder of such mail to Debtor; and (iii) to do all acts and things deemed by
Secured Party to be appropriate to protect, preserve and realize upon Secured
Party's security interest hereunder.

                                       4

<PAGE>

    8.   (a) Debtor  shall do, make,  execute, and  deliver to Secured Party all
such additional and further acts, things, assignments, assurances, and
instruments as Secured Party may require to more completely vest in and assure
to Secured Party its rights hereunder and in or to the Collateral and the
proceeds thereof. Debtor will deliver all Instruments, Documents, and Chattel
Paper which constitute a part of the Collateral to Secured Party upon request,
duly endorsed by Debtor to the order of Secured Party or in blank in form
satisfactory to Secured Party.

         (b) Debtor will pay promptly when due all taxes and assessments upon
the Collateral or any part thereof, upon its use or operation, upon the proceeds
thereof, upon this Security Agreement, or upon any note or notes evidencing the
Obligations. At its option, Secured Party may discharge any taxes, liens,

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                                       4A
<PAGE>

security interests or other encumbrances at any item levied or placed on the
Collateral or any part thereof and may pay for the maintenance and preservation
of the Collateral, but Secured Party shall not be under any duty to exercise any
such authority. Debtor agrees to reimburse Secured Party, upon demand, for any
payment made or any expense incurred by the Secured Party pursuant to the
foregoing authorization.

         (c) All sums expended by Secured Party which Debtor is obligated to
reimburse Secured Party under this agreement shall bear interest from the date
reimbursement is due until the date paid at the rate provided in the note
evidencing the Secured Obligation with respect to which the sum was expended by
Secured Party.

         (d) At the request of the Secured Party, Debtor will execute financing
statements pursuant to the Uniform Commercial Code in form and number
satisfactory to Secured Party and will pay the cost of filing the same in all
public offices where filing is deemed by Secured Party to be necessary or
desirable. Secured Party is hereby appointed as the Debtor's attorney-in-fact to
do, at Secured Party's option and at Debtor's expense, all acts and things which
Secured Party may deem necessary to perfect and continue perfected the security
interest created by this agreement and to protect the Collateral, including,
without limitation, the completion and execution of this agreement and/or any
financing statement consistent with the parties' agreement and the signing and
filing of financing statements and/or any applications for certificates of title
or notation of liens thereon for Debtor at any time with respect to the
Collateral. Debtor agrees that a carbon or photostatic copy of this agreement
may be filed as a financing statement in any public office. If certificates of
title are issued or outstanding with respect to any of the Collateral, Debtor
will cause the interest of Secured Party to be properly noted thereon at
Debtor's expense. Without the written consent of Secured Party, Debtor will not
allow any adverse financing statement covering any of the Collateral to be on
file in any public office.

    9. Any or all of the Obligations shall, at the option of Secured Party and
notwithstanding the stated maturity date of any instrument evidencing any such
Secured Obligation, become immediately due and payable without notice or demand
upon the occurrence of any of the following events, each of which shall
constitute a default hereunder:

         (a) Debtor's failure to pay or perform as and when due any of the
Obligations or any note or guaranty evidencing the same;

         (b) Debtor's failure to pay or perform as and when due any covenant
contained in this agreement or if any warranty or representation made by or any
writing furnished to Secured Party by or on behalf of Debtor or in connection
with this agreement is breached or is false or inaccurate in any material
respect when made or furnished;

         (c) Any event occurs which results in the acceleration of the maturity
of any indebtedness of Debtor to others under any indenture, agreement or
undertaking;

         (d) Loss, theft, damage, abandonment or destruction of any material
part of the Collateral, or any levy, seizure, garnishment, or attachment thereof
or thereon;

         (e) Death, dissolution, termination of existence, insolvency, cessation
of business, or appointment of a receiver of any part of the property of,
assignment of for the benefit of creditors by, or the commencement of any
proceeding under any chapter of the Federal Bankruptcy Code or any insolvency
laws by or against, Debtor or any guarantor; or

         (f) Any default or "Event of Default" under or with respect to the Loan
Agreement.

    10. Upon the occurrence of any Event of Default set forth in the preceding
paragraph, and at any time thereafter, Secured Party shall have the right to
take possession of the Collateral and, with or without taking possession
thereof, to sell the Collateral at one or more public or private sales, at
Secured Party's option, and to take possession of and collect the Accounts,
Instruments, Chattel Paper, and General Intangibles which are a part of the
Collateral. At Secured Party's request, Debtor agrees to assemble the Collateral
and to make it available to Secured Party at a place to be designated by Secured
Party which is reasonably convenient to both parties. Debtor waives any notice
of sale or other disposition of the Collateral and agrees that notice of sale or
other disposition of the Collateral hereunder, or any part thereof, which cannot
be waived shall be sufficient if such notice is delivered to Debtor when sent to
such person by facsimile or mailed, postage prepaid, to the address of Debtor
shown at the beginning of this agreement, or such other address as Debtor shall
have furnished Secured Party in writing for such purpose, at least ten (10) days
before the time of the sale or disposition. Debtor agrees to pay Secured Party
on demand any and all expenses, including reasonable attorneys' fees, incurred


                                       5
<PAGE>

or paid by Secured Party in protecting or enforcing the Obligations and the
rights of Secured Party hereunder and under any instrument or agreement
evidencing any of the Obligations, including Secured Party's right to take
possession of and sell or dispose of the Collateral, and in repossessing and
storing the Collateral, collecting the Collateral, preparing the Collateral for
sale, advertising and conducting such sale, and collecting the process of such
sale. Payment of all such expenses and the interest thereon shall be secured by
the security interest granted in this agreement.

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                                       5A
<PAGE>

    11. Secured Party and its agents may come upon any premises where the
Collateral is located from time to time to inspect the Collateral and, if any
event described in paragraph 9 above shall have occurred, to repossess the
Collateral. Debtor grants to Secured Party and it agents an irrevocable license
to enter upon any premises where any of the Collateral is used, kept or stored
at any time for the purposes just described, including premises which are
enclosed, fenced or posted. Debtor agrees that any entry upon such premises for
these purposes will not be a trespass on the premises and that Secured Party's
repossession of the Collateral after default will not be a trespass to, or a
conversion of, the Collateral. Upon the occurrence of any event set forth in
paragraph 9 above, Debtor agrees to remove any non-Collateral personal property
from the Collateral. If Secured Party should repossess the Collateral or any
part of it when Debtor is not in default, or should Secured Party take
possession of any non-Collateral personal property in connection with any
repossession of the Collateral, Debtor agrees that Secured Party's liability
will be limited solely to the fair rental value of any such property during the
period after Debtor makes formal demand on Secured Party for the return of such
property wrongfully taken, which demand describes specifically the property
requested to be returned, and the time Secured Party returns possession of such
property to Debtor.

    12. Secured Party shall have the right to set off the Obligations against
any indebtedness or liability of Secured Party to Debtor at any time existing.
As additional security for the Obligations, Debtor hereby transfers and assigns
to Secured Party, and grants to Secured Party a security interest in, all
account balances, credits, deposits, and rights of withdrawal of Debtor with
Secured Party, whether now owned or hereafter acquired, and whether jointly or
severally held, and Debtor agrees that Secured Party shall have a lien upon and
security interest in all property of Debtor of every kind now or hereafter in
the possession or control of Secured Party for any reason.

    13. With respect to all Accounts, Debtor represents and warrants to Secured
Party that Secured Party may rely, in determining which Accounts are Eligible
Accounts, on all statements and representations made by Debtor with respect to
any Account or Accounts, and unless otherwise indicated in writing to Secured
Party, that with respect to each Account:

         (a) It is genuine and in all respects what it purports to be, and it is
not evidenced by a judgment;

         (b) It arises out of a completed, bona fide sale and delivery of goods
or rendition of services by Debtor in the ordinary course of its business and in
accordance with the terms and conditions of all purchase orders, contracts or
other documents relating thereto and forming a part of the contract between
Debtor and the account debtor;

         (c) It is for a liquidated amount maturing as stated in the duplicate
invoice covering such sale or rendition of services, a copy of which has been
furnished or is available to Secured Party;

         (d) Such Account, and Secured Party's security interest therein, is
not, and will not be in the future, subject to any offset, lien, deduction,
defense, dispute, counterclaim or any other adverse condition except for
disputes resulting in returned goods where the amount in controversy is deemed
by Secured Party to be immaterial, and each such Account is absolutely owing to
Debtor and is not contingent in any respect or for any reason;

         (e) Debtor has made no agreement with any account debtor thereunder for
any deduction therefrom, except discounts or allowances which are granted by
Debtor in the ordinary course of its business for prompt payment and which are
reflected in the calculation of the net amount of each respective invoice
related thereto;

         (f) There are no facts, events or occurrences which in any way impair
the validity or enforceability thereof or tend to reduce the amount payable
thereunder from the face amount of the invoice and statements delivered to
Secured Party with respect thereto;

         (g) To the best of Debtor's knowledge, the account debtor thereunder
(i) had the capacity to contract at the time any contract or other document
giving rise to the Account was executed and (ii) such account debtor was and is
Solvent;

         (h) Debtor has no knowledge of any fact or circumstance which would
impair the validity or collectibility of the Account, and to the best of
Debtor's knowledge there are no proceedings or actions which are threatened or
pending against any account debtor thereunder which might result in any material
adverse change in such account debtor's financial condition or the
collectibility of such Account; and

         (i) Debtor will have paid or provided for the payment of all taxes
arising from the transaction creating the Account.


                                       6
<PAGE>

Debtor shall immediately notify Secured Party of any event, occurrence or
circumstance which causes any representation pertaining to any Account set forth
in this Section above to cease to be true in all respects, and Debtor will
promptly notify Secured Party (i) if any account debtor or any Affiliate of any
account debtor has or may have any right of setoff, deduction, or defense
against any Account or (ii) if any such account debtor or Affiliate of such

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                                       6A
<PAGE>

account debtor has or may have a contractual or business relationship with
Debtor such that at any time such right may exist or be asserted or (iii) if
Debtor ships any inventory or goods or furnishes any services to any Person
which has or may have any right of setoff, deduction or defense against any
asset, including any Account, of Debtor. Each request for a loan or advance made
by Debtor pursuant to this agreement or any of the other Loan Documents shall
constitute (i) an automatic representation and warranty by Debtor to Secured
Party that there does not then exist any default or Event of Default and (ii) a
reaffirmation as of the date of said request that all of the representations and
warranties of Debtor contained in this agreement and the other Loan Documents
are true in all material respects except for any changes in the nature of
Debtor's business or operations that would render the information contained in
any exhibit attached hereto either inaccurate or incomplete, so long as Secured
Party has consented to such changes or such changes are expressly permitted by
this agreement.

    14. Debtor hereby releases and waives any and all actions, claims, causes of
action, demands and suits which it may ever have against the Secured Party as a
result of any possession, collection, settlement, compromise or sale by Secured
Party of any of the Accounts upon the occurrence of an Event of Default
hereunder, notwithstanding the effect of such possession, collection,
settlement, compromise or sale upon the business of Debtor. Said waiver shall
include all causes of action and claims which may result from the exercise of
the power of attorney conferred upon Secured Party in Section 15. The failure at
any time or times hereafter to require strict performance by Debtor of any of
the provisions, warranties, terms and conditions contained in this agreement or
any other agreement, document or instrument now or hereafter executed by Debtor,
and delivered to the Secured Party, shall not waive, affect, or diminish any
right of the Secured Party thereafter to demand strict compliance and
performance therewith and with respect to any other provisions, warranties,
terms and conditions contained in such agreements, documents or instruments, and
any waiver of default shall not waive or affect any other default, whether prior
or subsequent thereto, and whether the same are of a different type. None of the
warranties, conditions, provisions and terms contained in the agreement or any
other agreement, document or instrument now or hereafter executed by Debtor and
delivered to the Secured Party shall be deemed to have been waived by any act or
knowledge of the Secured Party, its agents, representatives, officers or
employees, but only by an instrument in writing signed by an officer of the
Secured Party and directed to the Debtor specifying such waiver.

    15. Debtor hereby irrevocably designates, makes, constitutes and appoints
Secured Party (and all Persons designated by Secured Party) as Debtor's true and
lawful attorney (and agent-in-fact) and Secured Party, or Secured Party's agent,
may, without notice to Debtor and in either Debtor's or Secured Party's name,
but at the cost and expense of Debtor:

         (a) At such time or times hereafter as Secured Party or said agent, in
its sole discretion, may determine, endorse Debtor's name on any checks, notes,
acceptances, drafts, money orders or any other evidence of payment or proceeds
of the Collateral which come into the possession of Secured Party or under
Secured Party's control; and

         (b) At such time or times as Secured Party or its agent in its sole
discretion may determine (and irrespective of whether an Event of Default
exists): (i) demand payment of the Accounts from the account debtors, enforce
payment of the Accounts by legal proceedings or otherwise, and generally
exercise all of Debtor's rights and remedies with respect to the collection of
the Accounts; (ii) settle, adjust, compromise, discharge or release any of the
Accounts or other Collateral; (iii) sell or collect any of the Accounts or other
Collateral upon such terms, and for such amounts and at such time or times as
Secured Party deems advisable; (iv) take possession, in any manner, of any item
of payment or proceeds relating to any Collateral and apply the same to the
Obligations; (v) prepare, file and sign Debtor's name to a proof of claim in
bankruptcy or similar document against any account debtor or to any notice of
lien, assignment or satisfaction of lien or similar document in connection with
any of the Collateral; (vi) receive, open and dispose of all mail addressed to
Debtor and to notify postal authorities to change the address for delivery
thereof to such address as Secured Party may designate; (vii) endorse the name
of Debtor upon any of the items of payment or proceeds relating to any
Collateral and deposit the same to the account of Secured Party or any other
bank on account of the Obligations; (viii) endorse the name of Debtor upon any
chattel paper, document, instrument, invoice, freight bill, bill of lading or
similar document or agreement relating to the Accounts, Inventory and any other
Collateral; (ix) use Debtor's stationery and sign the name of Debtor to
verifications of the Accounts and notices thereof to account debtors; (x) use
the information recorded on or contained in any data processing equipment and
computer hardware and software relating to the Accounts, Inventory, and any
other Collateral and to which Debtor has access; (xi) make and adjust claims
under policies of insurance; and (xii) for and in the name of Debtor to give
instructions and direct any bank or financial institution in which proceeds of
the Collateral are deposited to turn over said proceeds to Secured Party; and
(xiii) do all other acts and things necessary, in Secured Party's determination,
to fulfill Debtor's obligations under this agreement.


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<PAGE>

    16. (a) Secured Party's rights and remedies hereunder, under other
agreements or instruments, and under law, are cumulative. Secured Party shall
not be deemed to have waived any of its rights hereunder, under any other
agreement or instrument, or under law except in a writing signed by Secured
Party. No delay or omission on the part of Secured Party in exercising any right
or remedy shall operate as a waiver thereof, and a written waiver on any one
occasion shall not be construed as a bar or waiver of any right or remedy on any
future occasion.

         (b) At any time when no Obligations remain outstanding and unperformed
and there exists no commitment on the part of Secured Party to enter into any
other or future Secured Obligation, upon written demand of Debtor, Secured Party
will file, or (at Secured Party's election) will furnish to Debtor for filing, a

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                                       7A
<PAGE>

termination statement with respect to its security interest in the Collateral.
Upon the filing, or furnishing to Debtor for filing, of such a termination
statement which has been duly executed on behalf of Secured Party, this
agreement shall terminate. Prior to such termination, this shall be a continuing
agreement in every respect.

         (c) This agreement and all rights and obligations hereunder, including
matters of construction, validity, and performance, shall be governed by the
laws of the Governing State, as defined in the Loan Agreement, or if no state is
specified then in the state where the address of Secured Party set forth above
is located; provided, however, that if any of the Collateral shall be located in
any jurisdiction other than the Governing State, the laws of such jurisdiction
shall govern the method, manner and procedure for foreclosure of Secured Party's
lien upon such Collateral and the enforcement of Secured Party's other remedies
in respect of such Collateral to the extent that the laws of such jurisdiction
are different from or inconsistent with the laws of the Governing State. This
agreement is effective when signed by Debtor and delivered to Secured Party, and
binds Debtor and inures to the benefit of Secured Party and their respective
heirs, successors, and assigns. The provisions of this agreement are severable;
and the invalidity or unenforceability of any provision hereof shall not affect
the remaining provisions of this agreement.

         (d) All terms used in this agreement which are not expressly defined
herein shall have the meaning if any, assigned to them in the Loan Agreement, or
not defined therein, then in Article 9 of the Uniform Commercial Code.

         IN WITNESS WHEREOF, Debtor has executed this agreement, or the officer,
partner, member, manager, or agent of Debtor thereunto duly authorized has
executed this agreement on behalf of Debtor, on or as of the date set forth
above. Unless this agreement is governed by the laws of Mississippi or South
Carolina, the Debtor agrees that his, her or its signature is made under seal.

                                       DEBTOR:
                                       ------


                                       NOR'EASTER MICRO, INC.,

                                                              A

                                       NEVADA CORPORATION


                                 By:   ---------------------------------


                                Its:   ---------------------------------

         Attest:
                  -----------------------------------
         Title:
                  -----------------------------------






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