EXHIBIT 10.31

SouthTrust
      Guaranty Agreement

SouthTrust Bank
ST Cap Fundssm

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

John B. Gallagher                         SouthTrust Bank
Post Office Box 2554
Birmingham, Alabama 35290
Attn: Asset Based Lending Department
City        County            State Zip




      THIS AGREEMENT made this day of October, 2000 by the above_named Guarantor
(the "Guarantor"); to SOUTHTRUST BANK (the "Bank").

      R E C I T A L S

      Nor'easter  Micro,  Inc., a Florida  corporation,  (the  "Borrower"),  has
requested  that the Bank loan to Borrower  the sum of One Million  Five  Hundred
Thousand  Dollars  ($1,500,000),  (the  "Loan"),  to be evidenced by one or more
Promissory Notes (the "Promissory  Notes") payable by Borrower to Bank according
to their respective  terms, and such other documents and instruments as are more
particularly  described  in the  Promissory  Notes,  and  secured  by  the  Loan
Agreement of even date herewith between Borrower and Bank (the "Loan Agreement")
and by the Loan Documents,  security  agreements and other collateral  documents
referred to in the Promissory Notes and in the Loan Agreement. Capitalized terms
used  herein  and not  otherwise  defined  shall  have the  respective  meanings
ascribed to them in the Loan Agreement.  Said  definitions  shall continue to be
applicable to this  Guaranty  Agreement  notwithstanding  payment of the Loan or
termination of the Loan Agreement for any other reason. As a condition to making
the  Loan,  the Bank has  required  that the  Guarantor  guarantee  the Loan and
certain other  obligations  of Borrower,  on the terms and  conditions set forth
herein. Guarantor is a shareholder or affiliate of Borrower.

      AGREEMENT

      NOW,  THEREFORE,  in  consideration  of  the  foregoing  recitals,  as  an
inducement  to the Bank to make the Loan to  Borrower,  and as security  for the
Obligations (as defined in the Loan  Agreement),  including,  but not limited to
(a) the payment of the  principal,  interest and other  charges  pursuant to the
Promissory  Note(s)  evidencing the Loan (as the same may hereafter be extended,
renewed,  modified,  or amended),  (b) the payment of all expenses,  charges and
other amounts from time to time owing to Bank pursuant to the Promissory  Notes,
the Loan Agreement,  and the other Loan Documents and (c) the performance of all
covenants,  agreements and other  obligations from time to time owing to, or for
the benefit of, Lender  pursuant to the Loan  Documents,  the Guarantor  agrees,
covenants and represents as follows:

      1.  Guarantor  hereby  unconditionally  guarantees  to the  Bank  the due,
regular and punctual payment and performance of the  Obligations,  together with
any other sum or sums of money which any Borrower now owes the Bank or from time
to time  hereafter  shall  owe the  Bank,  whether  evidenced  by notes or other
instruments,  or by open  account or  otherwise,  and whether it  represents  an

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original balance, a balance reduced by part payment,  or a deficiency after sale
of  collateral,  an  extension or renewal of an original  debt,  or otherwise in
connection  with the Loan.  The Guarantor  hereby  further  guarantees  the due,
regular  and  punctual  payment  and  prompt  performance  of any other  debt or
obligation  of any  kind or  character  of any  Borrower  to the  Bank.  Without
limiting  the  foregoing,  the  Guarantor  guarantees  the  obligations  of  any
Borrower,  as provided in the Loan Agreement and the Loan Documents to indemnify
and to save the Bank  harmless from the  occurrences  set forth in Article XI of
said  Agreement.  Notwithstanding  any other  provision of this  Agreement,  the
Guarantor agrees that its guaranty of the obligations described in the preceding
sentence shall survive  indefinitely and shall not be extinguished by payment in
full of the  Obligations or foreclosure by the Bank under the Loan Agreement and
the Loan  Documents  or  exercise  of any other  rights  under  said  documents.
Further,  the Guarantor  guarantees  the payment of all costs,  attorney fees or
expenses  which may be  incurred  by the Bank by  reason of an Event of  Default
under  the  Loan  Agreement  or a  default  of  any  Borrower  under  any  other
Obligations.

      In the  event of an Event  of  Default  under  the Loan  Agreement  or any
default by the Borrower in the payment or performance of any other  Obligations,
the  Guarantor  unconditionally  promises to pay to the Bank such amounts as are
necessary  to cure the  default,  or, at the option of the Bank,  the  Guarantor
agrees to pay the entire  indebtedness owed the Bank by the Borrower at the time
of default.

      This  guaranty is an  unconditional  guaranty.  Guarantor  agrees that the
Bank, in the event of an Event of Default under the Loan  Agreement or a payment
or performance default of the Borrower under any other Obligation,  shall not be
required  to assert any claim or cause of action  against  the  Borrower  or any
other  guarantor  before  asserting  any  claim or cause of action  against  the
Guarantor under this Agreement.  Furthermore, the Guarantor agrees that the Bank
shall not be  required  to pursue or  foreclose  on any  collateral  that it may
receive  from  the  Borrower,  the  Guarantor  or  others  as  security  for any
Obligations  before  making a claim or  asserting a cause of action  against the
Guarantor under this Agreement.

      The failure of the Bank to perfect any portion of its  security  interest,
or to maintain  perfection of its security  interest,  in the  collateral as set
forth in the Loan Agreement,  the Loan Documents, or any other collateral now or
hereafter  securing  all or any part of the  Obligations,  shall not release the
Guarantor from its liabilities and obligations hereunder.

      Notice of  acceptance  of this Guaranty and of any default by the Borrower
is hereby waived by the Guarantor.  Presentment,  protest, demand, and notice of
protest and demand of any and all collateral,  and of the exercise of possessory
remedies or foreclosure on any and all collateral  received by the Bank from the
Borrower or the  Guarantor  are hereby  waived.  All  settlements,  compromises,
compositions,  accounts  stated and agreed  balances  in good faith  between any
primary or second  obligors  on any  accounts  received as  collateral  shall be
binding upon the Guarantor.

      This guaranty shall not be affected,  modified, or impaired by any sale or
other disposition  (whether  voluntary or pursuant to the exercise of a purchase
option or  similar  right) of any  Guarantor's  interest  in the  Borrower,  the
voluntary or involuntary liquidation,  dissolution, sale or other disposition of
all or  substantially  all of the assets,  marshaling of assets and liabilities,
receivership,  insolvency,  bankruptcy, assignment for the benefit of creditors,
reorganization,  arrangements, composition with creditors or readjustment of, or
other similar  proceedings  affecting the Borrower or the Guarantor or any other
guarantor, or any of the assets belonging to one or more of them, nor shall this
guaranty be affected,  modified or impaired by the  invalidity of the Promissory
Notes, the Loan Agreement, the Loan Documents, or any other document executed by
the Borrower or the  Guarantor or any other  guarantor  in  connection  with the
Loan.

      Without notice to the Guarantor, without the consent of the Guarantor, and
without affecting or limiting the Guarantor's liability hereunder, the Bank may:

            (a)  grant  the  Borrower  extensions  of time  for  payment  of the
Obligations or any part thereof;

            (b)   renew any of the Obligations;


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            (c)  grant  the  Borrower  extensions  of time  for  performance  of
agreements or other indulgences;

            (d) at any time  release  any or all of the  collateral  held by the
Bank as security for the Obligations;

            (e) at any time release any one or more of the  guarantors  from any
guaranty existing with respect to the Obligations;

            (f)  compromise,  settle,  release,  or terminate  any or all of the
obligations,  covenants,  or  agreements  of the Borrower  under the  Promissory
Notes, the Loan Agreement or any Loan Document; or

            (g) modify or amend any  obligation,  covenant or  agreement  of the
Borrower  set  forth  in any one or more of the  Promissory  Notes  or the  Loan
Agreement.

      This  guaranty  shall  not  terminate  and  may not be  terminated  by the
Guarantor  until  such  time  as all  Obligations,  including  any  renewals  or
extensions thereof,  have been paid in full and such payments of the Obligations
have become  final and are not  subject to being  refunded  as a  preference  or
fraudulent  transfer or rescinded under the Bankruptcy Code or other  applicable
law. If any  collateral  secures  this  guaranty at any time,  Bank shall not be
required to release such collateral unless and until Bank is satisfied that such
payments  of  the   Obligations   are  not  subject  to  refund  or  rescission.
Furthermore,  to the extent the Loan Documents  contain  Obligations of Borrower
under which the terms of Loan Documents survive payment of the Loan, foreclosure
under the Loan  Documents  or receipt  by Bank of a deed in lieu of  foreclosure
(including  any  environmental   indemnities  with  respect  to  the  collateral
described in the Loan Documents), such Obligations are deemed guaranteed herein,
and the  Guarantor's  guaranty  thereof  shall  likewise  continue  indefinitely
notwithstanding  payment in full of all Obligations  then  outstanding.  If this
instrument is returned to Guarantor or marked "canceled" or marked with words of
similar  import,  or if Bank shall issue any  instrument of  termination  to any
Guarantor in connection herewith, such cancellation or termination by Bank shall
be  deemed  to be  subject  to the  right of Bank to  thereafter  reinstate  the
guarantees  herein and enforce this guaranty  against  Guarantor for Obligations
(including such an  environmental  indemnity) which were either unknown or in an
unliquidated amount at the time of such return or cancellation.

      2.    The Guarantor represents and warrants to Bank and covenants with
Bank as follows:

            (a)  Guarantor has full power and  unrestricted  right to enter into
this Agreement, to incur the obligations provided for herein, and to execute and
deliver the same to Bank, and that when executed and  delivered,  this Agreement
will  constitute  a valid  and  legally  binding  obligation  of the  Guarantor,
enforceable in accordance with its terms.

            (b) Its financial  statements  that have been  furnished to the Bank
are complete and correct and fairly  present its  financial  condition as of the
date or dates  indicated.  There  has been no  material  adverse  change  in its
financial  condition  since  the date of its  most  recent  financial  statement
furnished to the Bank.

      3. The Guarantor  covenants and agrees that so long as the Obligations are
outstanding,  it will  from  time to time  upon  request,  furnish  to Bank such
information  regarding  the  business,  affairs and  financial  condition of the
Guarantor and its properties in such detail as the Bank may reasonably  request,
including, without limitation, cash flow statements and supporting documentation
showing all income and expense of Guarantor, and copies of income tax returns of
Guarantor  (which  shall be  submitted  to Bank on an  annual  basis as the same
become  available).  Guarantor will furnish to the Bank, within ninety (90) days
after the end of each calendar year, a financial  statement in form satisfactory
to the Bank  prepared as of the end of the calendar  year just ended.  Guarantor
covenants  that  during the term  hereof it will pay or cause to be paid as they
become due and payable all taxes,  assessments  and other  governmental  charges
lawfully  levied or assessed or imposed  upon it or its  properties  or any part
thereof or upon any income therefrom.

      4. The Guarantor  hereby agrees not to exercise any right of  subrogation,
indemnification, or other right of contribution, recourse, or reimbursement from
the Borrower or any other right to payment  from the Borrower  arising out of or

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on  account  of any sums paid or agreed to be paid by the  Guarantor  under this
Agreement,   whether  any  such  right  is  reduced  to  judgment,   liquidated,
unliquidated,  fixed,  contingent,  matured,  unmatured,  disputed,  undisputed,
secured or unsecured,  until such time as the Obligations are indefeasibly  paid
in full and not subject to being set aside by the order of a bankruptcy court or
other course of competent  jurisdiction.  Guarantor further waives all rights in
any collateral  heretofore,  now, or hereafter given to Guarantor by Borrower to
the extent the same may in any way impair or delay  Bank's  ability to  exercise
its rights pursuant to this Agreement.

      5.  If  Borrower  is or  shall  hereafter  be  indebted  to  Bank  for any
obligations,  liability or  indebtedness  other than the  Obligations,  and Bank
should  collect or receive any payments,  funds or  distributions  which are not
specifically  required,  by law or agreement,  to be applied to the Obligations,
Bank may, in its sole discretion, apply such payments, funds or distributions to
indebtedness of Borrower other than the Obligations.

      6. This Agreement  shall be binding upon, and inure to the benefit of, the
Guarantor,   the  Bank  and  their  respective  heirs,  legal   representatives,
successors and assigns.

      7. The validity, interpretation,  enforcement and effect of this Agreement
shall be  governed  by,  and  construed  according  to the laws of, the State of
Nevada.

      8. In the event  that any  provision  hereof is  deemed to be  invalid  by
reason of the  operation  of any law or by reason of the  interpretation  placed
thereon by any court,  this Agreement  shall be construed as not containing such
provisions  and the  invalidity  of  such  provisions  shall  not  affect  other
provisions  hereof which are otherwise lawful and valid and shall remain in full
force and effect.

      9.  Any  notice  or  payment  required  hereunder  or  by  reason  of  the
application  of any law shall be deemed to have been duly given (a) if delivered
in person,  (b) if mailed by  certified or  registered  mail,  postage  prepaid,
return receipt requested,  or (c) if sent by Federal Express or overnight United
States Mail or other national overnight  carrier,  and in each case addressed to
the parties  hereto at their  respective  addresses  set forth on the first page
hereof,  or to such other address as either party hereto shall  designate to the
other in a written notice, given as herein provided.

      10.  The  failure  at any  time  or  times  hereafter  to  require  strict
performance  by the Guarantor of any of the  provisions,  warranties,  terms and
conditions  contained herein or in any other  agreement,  document or instrument
now or hereafter  executed by the  Guarantor and delivered to the Bank shall not
waive,  affect or  diminish  any right of the Bank  hereafter  to demand  strict
compliance or  performance  therewith and with respect to any other  provisions,
warranties,  terms and conditions  contained in such  agreements,  documents and
instruments,  and any waiver of any default  shall not waive or affect any other
default,  whether  prior or  subsequent  thereto  and  whether  of the same or a
different  type.  None  of the  warranties,  conditions,  provisions  and  terms
contained in this Agreement or in any  agreement,  document or instrument now or
hereafter executed by the Guarantor and delivered to the Bank shall be deemed to
have been waived by any act or  knowledge of the Bank,  its agents,  officers or
employees,  but only by an  instrument  in writing,  signed by an officer of the
Bank, and directed to Guarantor specifying such waiver.

      11. If, at any time or times hereafter, the Bank employs counsel to advise
or provide  other  representation  with  respect to this  Agreement or any other
agreement,  document or instrument heretofore,  now or hereafter executed by the
Guarantor  and  delivered  to the  Bank  with  respect  to the  Borrower  or the
Obligations  or to commence,  defend or intervene,  file a petition,  complaint,
answer, motion or other pleadings or to take any other action in or with respect
to any suit or  proceeding  relating to this  Agreement or any other  agreement,
instrument or document  heretofore,  now or hereafter  executed by the Guarantor
and delivered to the Bank with respect to the Borrower or the Obligations,  then
in any such event, all of the attorneys' fees arising from such services and any
expenses,  costs  and  charges  relating  thereto  shall  constitute  additional
obligations of the Guarantor payable on demand.

      12. This  Agreement  constitutes  the entire  agreement and supersedes all
prior  agreements  and  understandings,  both  oral  and  written,  between  the
Guarantor and the Bank with respect to the subject matter hereof. This Agreement
may be executed in any number of counterparts,  each of which shall be deemed an
original,  but such  counterparts  together  shall  constitute  one and the same
instrument.


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      13. Any  indebtedness  of Borrower now or  hereafter  held by Guarantor is
hereby   subordinated  to  the   indebtedness  of  Borrower  to  Bank  and  such
indebtedness  of Borrower to Guarantor if Bank so requests  shall be  collected,
enforced  and received by Guarantor as trustee for Bank and be paid over to Bank
on account of the indebtedness of Borrower to Bank without reducing or affecting
in any manner the  liability of  Guarantor  under the other  provisions  of this
guaranty.

      14.  Guarantor  and Bank  hereby  waive  any right to trial by jury on any
claim,  counterclaim,  setoff, demand, action or cause of action (a) arising out
of or in any way pertaining or relating to this  Agreement,  the Loan Agreement,
the Loan Documents (as defined in the Loan Agreement),  the Loan, the Promissory
Notes,  and the  Obligations,  or any other  instrument,  document or  agreement
executed or delivered in connection  with said documents or  transactions or (b)
in any way  connected  with or  pertaining  or related to or  incidental  to any
dealings  of the  parties  hereto  with  respect  to this  Agreement,  the  Loan
Agreement, the Loan Documents (as defined in the Loan Agreement),  the Loan, the
Promissory  Notes, and the  Obligations,  or any other  instrument,  document or
agreement executed or delivered in connection herewith or in connection with the
transactions  related thereto or contemplated  thereby or the exercise of either
party's rights and remedies  thereunder,  in all of the foregoing  cases whether
now existing or hereafter  arising,  and whether  sounding in contract,  tort or
otherwise.  Guarantor and Bank agree that either or both of them may file a copy
of this paragraph with any court as written  evidence of the knowing,  voluntary
and bargained  agreement between the parties irrevocably to waive trial by jury,
and that any dispute or  controversy  whatsoever  between them shall  instead be
tried in a court of competent jurisdiction by a judge sitting without a jury.

      IN WITNESS  WHEREOF,  the  Guarantor has executed this Guaranty on the day
and year first above written.

John B. Gallagher

STATE OF                      )
                              )
COUNTY OF                     )


I, _____________ , a Notary Public in and for said County in said State,  hereby
certify  that  John  B.  Gallagher,  whose  name  is  signed  to  the  foregoing
instrument,  and who is known to me,  acknowledged  before  me on this day that,
being  informed  of the  contents  of such  instrument,  he  executed  the  same
voluntarily on the day the same bears date.

      Given under my hand and seal, this _____ day of ___________, 2000.

                                    NOTARY PUBLIC
(SEAL)

                                    My Commission Expires: