<PAGE>   1
                                                                    Exhibit 4.16



                         COMMERCIAL SECURITY AGREEMENT

<TABLE>
<CAPTION>
PRINCIPAL       LOAN DATE       MATURITY        LOAN NO       CALL      COLLATERAL      ACCOUNT      OFFICER      INITIALS
---------       ---------       --------        -------       ----      ----------      -------      -------      --------
<S>             <C>             <C>             <C>           <C>       <C>             <C>          <C>          <C>
$37,263.07      09-03-1999      10-01-2003      11058323                                             121

                      References in the shaded area are for Lender's use only and do not limit the
                             applicability of this document to any particular loan or item.
</TABLE>

BORROWER: PODS, Inc. f/k/a Pods Equity,   LENDER: First National Bank of Florida
          Inc. successor in interest to           1150 Cleveland Street
          Pods, LLC f/k/a Portables on            Clearwater, FL 33755
          Demand Storage, LLC successor,
          in interest by merger, to
          Rope Developments, a Florida
          general partnership
          12200 34th Street
          Clearwater, FL 33762

================================================================================

THIS COMMERCIAL SECURITY AGREEMENT is entered into between PODS, Inc. f/k/a Pods
Equity, Inc. successor in interest to Pods, LLC f/k/a Portables on Demand
Storage, LLC successor, in interest by merger, to Rope Developments, a Florida
general partnership (referred to below as "Grantor"); and First National Bank
of Florida (referred to below as "Lender"). For valuable consideration, Grantor
grants to Lender a security interest in the Collateral to secure the
Indebtedness and agrees that Lender shall have the rights stated in this
Agreement with respect to the Collateral, in addition to all other rights which
Lender may have by law.

DEFINITIONS. The following words shall have the following meanings when used in
this Agreement. Terms not otherwise defined in this Agreement shall have the
meanings attributed to such terms in the Uniform Commercial Code. All
references to dollar amounts mean amounts in lawful money of the United States
of America.

         AGREEMENT.  The word "Agreement" means this Commercial Security
         Agreement, as this Commercial Security Agreement may be amended or
         modified from time to time, together with all exhibits and schedules
         attached to this Commercial Security Agreement from time to time.

         COLLATERAL.  The word "Collateral" means the following described
         property of Grantor:

         In addition, the word "Collateral" includes all the following, whether
         now owned or hereafter acquired, whether now existing or hereafter
         arising, and wherever located:

                  (a)  All accessions, accessories, increases, and additions
                  to and all replacements of and substitutions for any
                  property described above.

                  (b)  All products and produce of any of the property described
                  in this Collateral section.

                  (c)  All accounts, general intangibles, instruments, rents,
                  monies, payments, and all other rights, arising out of a sale,
                  lease, or other disposition of any of the property described
                  in this Collateral section.

                  (d)  All proceeds (including insurance proceeds) from the
                  sale, destruction, loss, or other disposition of any of the
                  property described in this Collateral section.

                  (e)  All records and data relating to any of the property
                  described in this Collateral section, whether in the form of a
                  writing, photograph, microfilm, microfiche, or electronic
                  media, together with all of Grantor's right, title, and
                  interest in and to all computer software required to utilize,
                  create, maintain, and process any such records or data on
                  electronic media.

         EVENT OF DEFAULT.  The words "Event of Default" mean and include
         without limitation any of the Events of Default set forth below in the
         section titled "Events of Default."

         GRANTOR.  The word "Grantor" means PODS, Inc. f/k/a Pods Equity, Inc.
         successor in interest to Pods, LLC f/k/a Portables on Demand Storage,
         LLC successor, in interest by merger, to Rope Developments, a Florida
         general partnership, its successors and assigns.

         GUARANTOR.  The word "Guarantor" means and includes without limitation
         each and all of the guarantors, sureties, and accommodation parties in
         connection with the Indebtedness.

         INDEBTEDNESS.  The word "Indebtedness" means the indebtedness
         evidenced by the Note, including all principal and interest, together
         with all other indebtedness and costs and expenses for which Grantor
         is responsible under this Agreement or under any of the Related
         Documents.

         LENDER.  The word "Lender" means First National Bank of Florida, its
         successors and assigns.

         NOTE.  The word "Note" means the note or credit agreement dated
         September 3, 1999, in the principal amount of $37,263.07 from PODS,
         Inc. f/k/a Pods Equity, Inc. successor in interest to Pods, LLC f/k/a
         Portables on Demand Storage, LLC successor, in interest by merger, to
         Rope Developments, a Florida general partnership to Lender, together
         with all renewals of, extensions of, modifications of, refinancings of,
         consolidations of and substitutions for the note or credit agreement.

         RELATED DOCUMENTS.  The words "Related Documents" mean and include
         without limitation all promissory notes, credit agreements, loan
         agreements, environmental agreements, guaranties, security agreements,
         mortgages, deeds of trust, and all other instruments, agreements and
         documents, whether now or hereafter existing, executed in connection
         with the Indebtedness.

OBLIGATIONS OF GRANTOR.  Grantor warrants and covenants to Lender as follows:

         PERFECTION OF SECURITY INTEREST.  Grantor agrees to execute such
         financing statements and to take whatever other actions are requested
         by Lender to perfect and continue Lender's security interest in the
         Collateral. Upon request of Lender, Grantor will deliver to Lender any
         and all of the documents evidencing or constituting the Collateral, and
         Grantor will note Lender's interest upon any and all chattel paper if
         not delivered to Lender for possession by Lender. Grantor hereby
         appoints Lender as its irrevocable attorney-in-fact for the purpose of
         executing any documents necessary to perfect or to continue the
         security interest granted in this Agreement. Lender may at any time,
         and without further authorization from Grantor, file a carbon,
         photographic or other reproduction of any financing statement or of
         this Agreement for use as a financing statement. Grantor will reimburse
         Lender for all expenses for the perfection and the continuation of the
         perfection of Lender's security interest in the Collateral. Grantor
         promptly will notify Lender before any change in Grantor's name
         including any change to the assumed business names of Grantor.

         NO VIOLATION. The execution and delivery of this Agreement will not
         violate any law or agreement governing Grantor or to which Grantor is a
         party.

         ENFORCEABILITY OF COLLATERAL. To the extent the Collateral consists of
         accounts, chattel paper, or general intangibles, the Collateral is
         enforceable in accordance with its terms, is genuine, and complies with
         applicable laws concerning form, content and manner of preparation and
         execution, and all persons appearing to be obligated on the Collateral
         have authority and capacity to contract and are in fact obligated as
         they appear to be on the Collateral.

<PAGE>   2
09-03-1999               COMMERCIAL SECURITY AGREEMENT                    PAGE 2
                                  (CONTINUED)

================================================================================

         REMOVAL OF COLLATERAL. Grantor shall keep the Collateral (or to the
         extent the Collateral consists of intangible property such as accounts,
         the records concerning the Collateral) at Grantor's address shown
         above, or at such other locations as are acceptable to Lender. Except
         in the ordinary course of its business, including the sales of
         inventory, Grantor shall not remove the Collateral from its existing
         locations without the prior written consent of Lender. To the extent
         that the Collateral consists of vehicles, or other titled property,
         Grantor shall not take or permit any action which would require
         application for certificates of title for the vehicles outside the
         State of Florida, without the prior written consent of Lender.

         TRANSACTIONS INVOLVING COLLATERAL. Except for inventory sold or
         accounts collected in the ordinary course of Grantor's business,
         Grantor shall not sell, offer to sell, or otherwise transfer or dispose
         of the Collateral. Grantor shall not pledge, mortgage, encumber or
         otherwise permit the Collateral to be subject to any lien, security
         interest, encumbrance, or charge, other than the security interest
         provided for in this Agreement, without the prior written consent of
         Lender. This includes security interests even if junior in right to the
         security interests granted under this Agreement. Unless waived by
         Lender, all proceeds from any disposition of the Collateral (for
         whatever reason) shall be held in trust for Lender and shall not be
         commingled with any other funds; provided however, this requirement
         shall not constitute consent by Lender to any sale or other
         disposition. Upon receipt, Grantor shall immediately deliver any such
         proceeds to Lender.

         TITLE. Grantor represents and warrants to Lender that it holds good and
         marketable title to the Collateral, free and clear of all liens and
         encumbrances except for the lien of this Agreement. No financing
         statement covering any of the Collateral is on file in any public
         office other than those which reflect the security interest created by
         this Agreement or to which Lender has specifically consented. Grantor
         shall defend Lender's rights in the Collateral against the claims and
         demands of all other persons.

         MAINTENANCE AND INSPECTION OF COLLATERAL. Grantor shall maintain all
         tangible collateral in good condition and repair. Grantor will not
         commit or permit damage to or destruction of the Collateral or any part
         of the Collateral. Lender and its designated representatives and agents
         shall have the right at all reasonable times to examine, inspect, and
         audit the Collateral wherever located. Grantor shall immediately notify
         Lender of all cases involving the return, rejection, repossession, loss
         or damage of or to any Collateral; of any request for credit or
         adjustment or of any other dispute arising with respect to the
         Collateral; and generally of all happenings and events affecting the
         Collateral or the value or the amount of the Collateral.

         TAXES, ASSESSMENTS AND LIENS. Grantor will pay when due all taxes,
         assessments and liens upon the Collateral, its use or operation, upon
         this Agreement, upon any promissory note or notes evidencing the
         Indebtedness, or upon any of the other Related Documents. Grantor may
         withhold any such payment or may elect to contest any lien if Grantor
         is in good faith conducting an appropriate proceeding to contest the
         obligation to pay and so long as Lender's interest in the Collateral is
         not jeopardized in Lender's sole opinion. If the Collateral is
         subjected to a lien which is not discharged within fifteen (15) days,
         Grantor shall deposit with Lender cash, a sufficient corporate surety
         bond or other security satisfactory to Lender in an amount adequate to
         provide for the discharge of the lien plus any interest, costs,
         reasonable attorneys' fees or other charges that could accrue as a
         result of foreclosure or sale of the Collateral. In any contest Grantor
         shall defend itself and Lender and shall satisfy any final adverse
         judgment before enforcement against the Collateral. Grantor shall name
         Lender as an additional obligee under any surety bond furnished in the
         contest proceedings.

         COMPLIANCE WITH GOVERNMENTAL REQUIREMENTS. Grantor shall comply
         promptly with all laws, ordinances, rules and regulations of all
         governmental authorities, now or hereafter in effect, applicable to the
         ownership, production, disposition, or use of the Collateral. Grantor
         may contest in good faith any such law, ordinance or regulation and
         withhold compliance during any proceeding, including appropriate
         appeals, so long as Lender's interest in the Collateral, in Lender's
         opinion, is not jeopardized.

         HAZARDOUS SUBSTANCES. Grantor represents and warrants that the
         Collateral never has been, and never will be so long as this Agreement
         remains a lien on the Collateral, used for the generation, manufacture,
         storage, transportation, treatment, disposal, release or threatened
         release of any hazardous waste or substance, as those terms are defined
         in the Comprehensive Environmental Response, Compensation, and
         Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq.
         ("CERCLA"), the Superfund Amendments and Reauthorization Act of 1986,
         Pub. L. No. 99-499("SARA"), the Hazardous Materials Transportation Act,
         49 U.S.C. Section 1801, et seq., the Resource Conservation and Recovery
         Act, 42 U.S.C. Section 6901, et seq., or other applicable state or
         Federal laws, rules, or regulations adopted pursuant to any of the
         foregoing. The terms "hazardous waste" and "hazardous substance" shall
         also include, without limitation, petroleum and petroleum by-products
         or any fraction thereof and asbestos. The representations and
         warranties contained herein are based on Grantor's due diligence in
         investigating the Collateral for hazardous wastes and substances.
         Grantor hereby (a) releases and waives any future claims against Lender
         for indemnity or contribution in the event Grantor becomes liable for
         cleanup or other costs under any such laws, and (b) agrees to indemnify
         and hold harmless Lender against any and all claims and losses
         resulting from a breach of this provision of this Agreement. This
         obligation to indemnify shall survive the payment of the indebtedness
         and the satisfaction of this Agreement.

         MAINTENANCE OF CASUALTY INSURANCE. Grantor shall procure and maintain
         all risks insurance, including without limitation fire, theft and
         liability coverage together with such other insurance as Lender may
         require with respect to the Collateral, in form, amounts, coverages and
         basis reasonably acceptable to Lender and issued by a company or
         companies reasonably acceptable to Lender. Grantor, upon request of
         Lender, will deliver to Lender from time to time the policies or
         certificates of insurance in form satisfactory to Lender, including
         stipulations that coverages will not be cancelled or diminished without
         at least ten (10) days' prior written notice to Lender and not
         including any disclaimer of the insurer's liability for failure to give
         such a notice. Each insurance policy also shall include an endorsement
         providing that coverage in favor of Lender will not be impaired in any
         way by any act, omission or default of Grantor or any other person. In
         connection with all policies covering assets in which Lender holds or
         is offered a security interest, Grantor will provide Lender with such
         loss payable or other endorsements as Lender may require. If Grantor at
         any time fails to obtain or maintain any insurance as required under
         this Agreement, Lender may (but shall not be obligated to) obtain such
         insurance as Lender deems appropriate, including if it so chooses
         "single interest insurance," which will cover only Lender's interest in
         the Collateral.

         APPLICATION OF INSURANCE PROCEEDS.  Grantor shall promptly notify
         Lender of any loss or damage to the Collateral. Lender may make proof
         of loss if Grantor fails to do so within fifteen (15) days of the
         casualty. All proceeds of any insurance on the Collateral, including
         accrued proceeds thereon, shall be held by Lender as part of the
         Collateral. If Lender consents to repair or replacement of the damaged
         or destroyed Collateral, Lender shall, upon satisfactory proof of
         expenditure, pay or reimburse Grantor from the proceeds for the
         reasonable cost or repair or restoration. If Lender does not consent to
         repair or replacement of the Collateral, Lender shall retain a
         sufficient amount of the proceeds to pay all of the Indebtedness, and
         shall pay the balance to Grantor. Any proceeds which have not been
         disbursed within six (6) months after their receipt and which Grantor
         has not committed to the repair or restoration of the Collateral shall
         be used to prepay the Indebtedness.

         INSURANCE RESERVES.  Lender may require Grantor to maintain with Lender
         reserves for payment of insurance premiums, which reserves shall be
         created by monthly payments from Grantor of a sum estimated by Lender
         to be sufficient to produce, at least fifteen (15) days before the
         premium due date, amounts at least equal to the insurance premiums to
         be paid. If fifteen (15) days before payment is due, the reserve funds
         are insufficient, Grantor shall upon demand pay any deficiency to
         Lender. The reserve funds shall be held by Lender as a general deposit
         and shall constitute a non-interest-bearing account which Lender may
         satisfy by payment of the insurance premiums required to be paid by
         Grantor as they become due. Lender does not hold the reserve funds in
         trust for Grantor, and Lender is not the agent of Grantor for payment
         of the insurance premiums required to be paid by Grantor. The
         responsibility for the payment of premiums shall remain Grantor's sole
         responsibility.

         INSURANCE REPORTS.  Grantor, upon request of Lender, shall furnish to
         Lender reports on each existing policy of insurance showing such
         information as Lender may reasonably request including the following:
         (a) the name of the insurer; (b) the risks insured; (c) the amount of
         the
<PAGE>   3
09-03-1999                COMMERCIAL SECURITY AGREEMENT                  PAGE 3
                                   (CONTINUED)

================================================================================

         policy; (d) the property insured; (e) the then current value on the
         basis of which insurance has been obtained and the manner of
         determining that value; and (f) the expiration date of the policy. In
         addition, Grantor shall upon request by Lender (however not more often
         than annually) have an independent appraiser satisfactory to Lender
         determine, as applicable, the cash value or replacement cost of the
         Collateral.

GRANTOR'S RIGHT TO POSSESSION.  Until default, Grantor may have possession of
the tangible personal property and beneficial use of all the Collateral and may
use it in any lawful manner not inconsistent with this Agreement or the Related
Documents, provided that Grantor's right to possession and beneficial use shall
not apply to any Collateral where possession of the Collateral by Lender is
required by law to perfect Lender's security interest in such Collateral. If
Lender at any time has possession of any Collateral, whether before or after an
Event of Default, Lender shall be deemed to have exercised reasonable care in
the custody and preservation of the Collateral if Lender takes such action for
that purpose as Grantor shall request or as Lender, in Lender's sole
discretion, shall deem appropriate under the circumstances, but failure to
honor any request by Grantor shall not of itself be deemed to be a failure to
exercise reasonable care. Lender shall not be required to take any steps
necessary to preserve any rights in the Collateral against prior parties, nor
to protect, preserve or maintain any security interest given to secure the
indebtedness.

EXPENDITURES BY LENDER.  If not discharged or paid when due, Lender may (but
shall not be obligated to) discharge or pay any amounts required to be
discharged or paid by Grantor under this Agreement, including without
limitation all taxes, liens, security interests, encumbrances, and other
claims, at any time levied or placed on the Collateral. Lender also may (but
shall not be obligated to) pay all costs for insuring, maintaining and
preserving the Collateral. All such expenditures incurred or paid by Lender for
such purposes will then bear interest at the rate charged under the Note from
the date incurred or paid by Lender to the date of repayment by Grantor. All
such expenses shall become a part of the Indebtedness and, at Lender's option,
will (a) be payable on demand, (b) be added to the balance of the Note and be
apportioned among and be payable with any installment payments to become due
during either (i) the term of any applicable insurance policy or (ii) the
remaining term of the Note, or (c) be treated as a balloon payment which will
be due and payable at the Note's maturity. This Agreement also will secure
payment of these amounts. Such right shall be in addition to all other rights
and remedies to which Lender may be entitled upon the occurrence of an Event of
Default.

EVENTS OF DEFAULT.  Each of the following shall constitute an Event of Default
under this Agreement:

         DEFAULT ON INDEBTEDNESS.  Failure of Grantor to make any payment when
         due on the Indebtedness.

         OTHER DEFAULTS.  Failure of Grantor to comply with or to perform any
         other term, obligation, covenant or condition contained in this
         Agreement or in any of the Related Documents or in any other agreement
         between Lender and Grantor.

         DEFAULT IN FAVOR OF THIRD PARTIES.  Should Borrower or any Grantor
         default under any loan, extension of credit, security agreement,
         purchase or sales agreement, or any other agreement, in favor of any
         other creditor or person that may materially affect any of Borrower's
         property or Borrower's or any Grantor's ability to repay the Loans or
         perform their respective obligations under this Agreement or any of
         the Related Documents.

         FALSE STATEMENTS.  Any warranty, representation or statement made or
         furnished to Lender by or on behalf of Grantor under this Agreement,
         the Note or the Related Documents is false or misleading in any
         material respect, either now or at the time made or furnished.

         DEFECTIVE COLLATERALIZATION.  This Agreement or any of the Related
         Documents ceases to be in full force and effect (including failure of
         any collateral documents to create a valid and perfected security
         interest or lien) at any time and for any reason.

         INSOLVENCY.  The dissolution or termination of Grantor's existence as
         a going business, the insolvency of Grantor, the appointment of a
         receiver for any part of Grantor's property, any assignment for the
         benefit of creditors, any type of creditor workout, or the
         commencement of any proceeding under any bankruptcy or insolvency laws
         by or against Grantor.

         CREDITOR OR FORFEITURE PROCEEDINGS.  Commencement of foreclosure or
         forfeiture proceedings, whether by judicial proceeding, whether by
         judicial proceeding, self-help, repossession or any other method, by
         any creditor of Grantor or by any governmental agency against the
         Collateral or any other collateral securing the Indebtedness. This
         includes a garnishment of any of Grantor's deposit accounts with
         Lender.

         EVENTS AFFECTING GUARANTOR.  Any of the preceding events occurs with
         respect to any Guarantor of any of the Indebtedness or such Guarantor
         dies or becomes incompetent.

         ADVERSE CHANGE.  A material adverse change occurs in Grantor's
         financial condition, or Lender believes the prospect of payment or
         performance of the Indebtedness is impaired.

         INSECURITY.  Lender, in good faith, deems itself insecure.

RIGHTS AND REMEDIES ON DEFAULT.  If an Event of Default occurs under this
Agreement at any time thereafter, Lender shall have all the rights of a secured
party under the Florida Uniform Commercial Code. In addition and without
limitation, Lender may exercise any one or more of the following rights and
remedies:

         ACCELERATE INDEBTEDNESS.  Lender may declare the entire Indebtedness,
         including any prepayment penalty which Grantor would be required to
         pay, immediately due and payable, without notice.

         ASSEMBLE COLLATERAL.  Lender may require Grantor to deliver to Lender
         all or any portion of the Collateral and any and all certificates of
         title and other documents relating to the Collateral. Lender may
         require Grantor to assemble the Collateral and make it available to
         Lender at a place to be designated by Lender. Lender also shall have
         full power to enter upon the property of Grantor to take possession of
         and remove the Collateral. If the Collateral contains other goods not
         covered by this Agreement at the time of repossession, Grantor agrees
         Lender may take such other goods, provided that Lender makes reasonable
         efforts to return them to Grantor after repossession.

         SELL THE COLLATERAL.  Lender shall have full power to sell, lease,
         transfer, or otherwise deal with the Collateral or proceeds thereof in
         its own name or that of Grantor. Lender may sell the Collateral at
         public auction or private sale. Unless the Collateral threatens to
         decline speedily in value or is of a type customarily sold on a
         recognized market, Lender will give Grantor reasonable notice of the
         time after which any private sale or any other intended disposition of
         the Collateral is to be made. The requirements of reasonable notice
         shall be met if such notice is given at least ten (10) days before the
         time of the sale or disposition. All expenses relating to the
         disposition of the Collateral, including without limitation the
         expenses of retaking, holding, insuring, preparing for sale and selling
         the Collateral, shall become a part of the indebtedness secured by this
         Agreement and shall be payable on demand, with interest at the Note
         rate from date of expenditure until repaid.

         APPOINT RECEIVER.  To the extent permitted by applicable law, Lender
         shall have the following rights and remedies regarding the appointment
         of a receiver: (a) Lender may have a receiver appointed as a matter of
         right, (b) the receiver may be an employee of Lender and may serve
         without bond, and (c) all fees of the receiver and his or her attorney
         shall become part of the indebtedness secured by this Agreement and
         shall be payable on demand, with interest at the Note rate from date of
         expenditure until repaid.

         COLLECT REVENUES, APPLY ACCOUNTS.  Lender, either itself or through a
         receiver, may collect the payments, rents, income, and revenues from
         the Collateral. Lender may at any time in its discretion transfer any
         Collateral into its own name or that of its nominee and receive the
         payments, rents, income, and revenues therefrom and hold the same as
         security for the indebtedness or apply it to payment of the
         indebtedness in such order of preference as Lender may determine.
         Insofar as the Collateral consists of accounts, general intangibles,
         insurance policies, instruments, chattel paper, choses in action, or
         similar property, Lender may demand, collect, receipt for, settle,
         compromise, adjust, sue for, foreclose, or


<PAGE>   4

09-03-1999               COMMERCIAL SECURITY AGREEMENT                    Page 4
                                  (Continued)

================================================================================

         realize on the Collateral as Lender may determine, whether or not
         indebtedness or Collateral is then due. For these purposes, Lender may,
         on behalf of and in the name of Grantor, receive, open and dispose of
         mail addressed to Grantor; change any address to which mail and
         payments are to be sent; and endorse notes, checks, drafts, money
         orders, documents of title, instruments and items pertaining to
         payment, shipment, or storage of any Collateral. To facilitate
         collection, Lender may notify account debtors and obligors on any
         Collateral to make payments directly to Lender.

         OBTAIN DEFICIENCY.  If Lender chooses to sell any or all of the
         Collateral, Lender may obtain a judgment against Grantor for any
         deficiency remaining on the indebtedness due to Lender after
         application of all amounts received from the exercise of the rights
         provided in this Agreement. Grantor shall be liable for a deficiency
         even if the transaction described in this subsection is a sale of
         accounts or chattel paper.

         OTHER RIGHTS AND REMEDIES.  Lender shall have all the rights and
         remedies of a secured creditor under the provisions of the Uniform
         Commercial Code, as may be amended from time to time. In addition,
         Lender shall have and may exercise any or all other rights and
         remedies it may have available at law, in equity, or otherwise.

         CUMULATIVE REMEDIES.  All of Lender's rights and remedies, whether
         evidenced by this Agreement or the Related Documents or by any other
         writing, shall be cumulative and may be exercised singularly or
         concurrently. Election by Lender to pursue any remedy shall not
         exclude pursuit of any other remedy, and an election to make
         expenditures or to take action to perform an obligation of Grantor
         under this Agreement, after Grantor's failure to perform, shall not
         affect Lender's right to declare a default and to exercise its
         remedies.

MISCELLANEOUS PROVISIONS.  The following miscellaneous provisions are a part of
this Agreement:

         AMENDMENTS.  This Agreement, together with any Related Documents,
         constitutes the entire understanding and agreement of the parties as
         to the matters set forth in this Agreement. No alteration of or
         amendment to this Agreement shall be effective unless given in writing
         and signed by the party sought to be charged or bound by the
         alteration or amendment.

         APPLICABLE LAW.  This Agreement has been delivered to Lender and
         accepted by Lender in the State of Florida. If there is a lawsuit,
         Grantor agrees upon Lender's request to submit to the jurisdiction of
         the courts of the State of Florida. Lender and Grantor hereby waive
         the right to any jury trial in any action, proceeding, or counterclaim
         brought by either Lender or Grantor against the other. (Initial Here
         ________) This Agreement shall be governed by and construed in
         accordance with the laws of the State of Florida.

         ATTORNEYS' FEES; EXPENSES.  Grantor agrees to pay upon demand all of
         Lender's costs and expenses, including reasonable attorneys' fees and
         Lender's legal expenses, incurred in connection with the enforcement
         of this Agreement. Lender may pay someone else to help enforce this
         Agreement, and Grantor shall pay the costs and expenses of such
         enforcement. Costs and expenses include Lender's reasonable attorneys'
         fees and legal expenses whether or not there is a lawsuit, including
         reasonable attorneys' fees and legal expenses for bankruptcy
         proceedings (and including efforts to modify or vacate any automatic
         stay or injunction), appeals, and any anticipated post-judgment
         collection services. Grantor also shall pay all court costs and such
         additional fees as may be directed by the court.

         CAPTION HEADINGS.  Caption headings in this Agreement are for
         convenience purposes only and are not to be used to interpret or
         define the provisions of this Agreement.

         NOTICES.  All notices required to be given under this Agreement shall
         be given in writing, may be sent by telefacsimile (unless otherwise
         required by law), and shall be effective when actually delivered or
         when deposited with a nationally recognized overnight courier or
         deposited in the United States mail, first class, postage prepaid,
         addressed to the party to whom the notice is to be given at the
         address shown above. Any party may change its address for notices
         under this Agreement by giving formal written notice to the other
         parties, specifying that the purpose of the notice is to change the
         party's address. To the extent permitted by applicable law, if there
         is no more than one Grantor, notice to any Grantor will constitute
         notice to all Grantors. For notice purposes, Grantor will keep Lender
         informed at all times of Grantor's current address(es).

         POWER OF ATTORNEY.  Grantor hereby appoints Lender as its true and
         lawful attorney-in-fact, irrevocably, with full power of substitution
         to do the following: (a) to demand, collect, receive, receipt for, sue
         and recover all sums of money or other property which may now or
         hereafter become due, owing or payable from the Collateral; (b) to
         execute, sign and endorse any and all claims, instruments, receipts,
         checks, drafts or warrants issued in payment for the Collateral; (c)
         to settle or compromise any and all claims arising under the
         Collateral, and, in the place and stead of Grantor, to execute and
         deliver its release and settlement for the claim; and (d) to file any
         claim or claims or to take any action or institute or take part in any
         proceedings, either in its own name or in the name of Grantor, or
         otherwise, which in the discretion of Lender may seem to be necessary
         or advisable. This power is given as security for the indebtedness,
         and the authority hereby conferred is and shall be irrevocable and
         shall remain in full force and effect until renounced by Lender.

         SEVERABILITY.  If a court of competent jurisdiction finds any
         provision of this Agreement to be invalid or unenforceable as to any
         person or circumstance, such finding shall not render that provision
         invalid or unenforceable as to any other persons or circumstances. If
         feasible, any such offending provision shall be deemed to be modified
         to be within the limits of enforceability or validity; however, if the
         offending provision cannot be so modified, it shall be stricken and
         all other provisions of this Agreement in all other respects shall
         remain valid and enforceable.

         SUCCESSOR INTERESTS.  Subject to the limitations set forth above on
         transfer of the Collateral, this Agreement shall be binding upon and
         inure to the benefit of the parties, their successors and assigns.

         WAIVER.  Lender shall not be deemed to have waived any rights under
         this Agreement unless such waiver is given in writing and signed by
         Lender. No delay or omission on the part of Lender in exercising any
         right shall operate as a waiver of such right or any other right. A
         waiver by Lender of a provision of this Agreement shall not prejudice
         or constitute a waiver of Lender's right otherwise to demand strict
         compliance with that provision or any other provision of this
         Agreement. No prior waiver by Lender, nor any course of dealing between
         Lender and Grantor, shall constitute a waiver of any of Lender's rights
         or of any of Grantor's obligations as to any future transactions.
         Whenever the consent of Lender is required under this Agreement, the
         granting of such consent by Lender in any instance shall not constitute
         continuing consent to subsequent instances where such consent is
         required and in all cases such consent may be granted or withheld in
         the sole discretion of Lender.

GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS COMMERCIAL SECURITY
AGREEMENT, AND GRANTOR AGREES TO ITS TERMS. THIS AGREEMENT IS DATED SEPTEMBER 3,
1999.

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