EXHIBIT 99.3

                               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  ("Capitol  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  "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  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

                                        1

<PAGE>



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.


                                        2

<PAGE>



         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

                                        3

<PAGE>



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.


                                        4

<PAGE>



                  (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

                                        5

<PAGE>



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.


                                        6

<PAGE>



                  (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






                                        7

<PAGE>


                                         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

                                                "Debtor"


                                         AMSOUTH BANK, a bank organized under
                                         the laws of Alabama


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

                                              "Secured Party"



                                        8