Exhibit 10.3

                               SECURITY AGREEMENT

         SECURITY  AGREEMENT,  dated as of February 17,  1998,  made by ADVANCED
COMMUNICATIONS   SYSTEMS,   INC.,   INTEGRATED  SYSTEMS  CONTROL,  INC.  and  RF
MICROSYSTEMS,  INC.,  (together  with any other  Person  that has become a party
hereto as provided herein, collectively the "Borrowers" and individually, each a
"Borrower"),  in favor of  NATIONSBANK,  N.A., as agent (in such  capacity,  the
"Agent"),  for  the  benefit  of the  Lenders,  as the  holders  of the  Secured
Obligations and as parties to the Credit Agreement described below.

                                   WITNESSETH:

         WHEREAS, the Borrowers are parties to the Credit Agreement, dated as of
the date hereof (as amended,  supplemented  or otherwise  modified  from time to
time,  the  "Credit  Agreement"),  among  the  Borrowers,  the  banks  and other
financial institutions from time to time parties thereto (the "Lenders") and the
Agent;

         WHEREAS,  pursuant to the Credit Agreement, the Lenders, have agreed to
make certain extensions of credit to the Borrowers upon the terms and subject to
the conditions set forth therein;

         WHEREAS,  it is a condition  precedent to the obligation of the Lenders
to make their respective  extensions of credit to the Borrowers under the Credit
Agreement  that the Borrowers  shall have  executed and delivered  this Security
Agreement to the Agent;

         NOW,  THEREFORE,  in  consideration  of the  premises and to induce the
Agent and the  Lenders  to enter  into the  Credit  Agreement  and to induce the
Lenders  to  make  their  respective  extensions  of  credit  under  the  Credit
Agreement,  the  Borrowers  hereby agree with the Agent,  for the benefit of the
Lenders as follows:

         1.   Defined Terms

              1.1  Definitions.  (a)  Unless  otherwise  defined  herein,  terms
defined in the Credit Agreement and used herein shall have the meanings given to
them in the Credit  Agreement,  and the following terms which are defined in the
Uniform  Commercial  Code in effect in the  Commonwealth of Virginia on the date
hereof  are used  herein as so  defined:  Accounts,  Chattel  Paper,  Documents,
Equipment, Farm Products, Fixtures, General Intangibles,  Instruments, Inventory
and Proceeds.

                    (b) The following terms shall have the following meanings:

                    "Agreement":  this Security Agreement, as the same may be 
amended, supplemented or otherwise modified from time to time.




                    "Code":  the Uniform Commercial Code as from time to time in
effect in the Commonwealth of Virginia.

                    "Collateral": as defined in Section 2.

                    "Collateral Account":  the Collateral Account as defined in 
Section 3.

                    "Copyrights"  means all of the  following to the extent that
any Borrower now or hereafter has any right, title or interest therein:  (i) all
United States  copyrights in all Works,  whether  published or unpublished,  now
existing or hereafter created or acquired,  including,  without limitation,  the
copyrights  in the Works  listed in  Schedule 2 hereto,  all  registrations  and
recordings  thereof,  and all applications in connection  therewith,  including,
without  limitation,  registrations,  recordings and  applications in the United
States Copyright Office, and (ii) all renewals thereof.

                    "Copyright Licenses" means any written agreement, naming any
Borrower as  licensor  or  licensee,  granting  any right  under any  Copyright,
including, without limitation, the agreements described in Schedule 2 hereto, as
the same may be amended,  supplemented or otherwise  modified from time to time,
including,  without limitation, (i) all rights of any Borrower to receive moneys
due and to become due to it  thereunder  or in  connection  therewith,  (ii) all
rights of any  Borrower  to damages  arising  out of or for breach or default in
respect  thereof and (iii) all rights of any  Borrower to exercise  all remedies
thereunder.

                    "Government Contract" means all contracts of any Borrower or
any of  its  Subsidiaries  with  respect  to  which  the  United  States  or any
department,  agency or instrumentality  or agent thereof,  or any state or local
government or any department,  agency or  instrumentality  or agent thereof is a
debtor or obligor  (including any  guarantor) in any way in connection  with any
Receivable or obligation to such Borrower or any of its Subsidiaries.

                    "Patents": means all of the following to the extent that any
Borrower  now or  hereafter  has any right,  title or  interest  therein (a) all
letters  patent of the United  States or any other  country and all reissues and
extensions thereof,  including,  without limitation,  any thereof referred to in
Schedule 3, and (b) all  applications for letters patent of the United States or
any other country and all  divisions,  continuations  and  continuations-in-part
thereof, including, without limitation, any thereof referred to in Schedule 3.

                    "Patent Licenses":  any written agreement providing for the 
grant  by or to any  Borrower  of any  right  to  manufacture,  use or sell  any
invention  covered  by a Patent,  including,  without  limitation,  any  thereof
referred to in Schedule 3.

                    "Receivable":  any right to payment for goods sold or leased
or for  services  rendered,  whether  or  not  such  right  is  evidenced  by an
Instrument or Chattel Paper and whether or not it has been earned by



performance (including, without limitation, any Account).

                    "Secured Obligations":  shall be the collective reference to
the unpaid principal of and interest on the Notes and all other  obligations and
liabilities  (including,  without  limitation,  interest  accruing  at the  then
applicable rate provided in the Credit Agreement after the maturity of the Loans
and  interest  accruing  at the then  applicable  rate  provided  in the  Credit
Agreement after the filing of any petition in bankruptcy, or the commencement of
any insolvency,  reorganization  or like  proceeding,  relating to any Borrower,
whether or not a claim for post-filing or  post-petition  interest is allowed in
such  proceeding),  of such  Borrower to the Agent and the  Lenders  (including,
without  limitation,  any  affiliate  of a Lender with  respect to any Letter of
Credit  issued by such  affiliate)  whether  direct  or  indirect,  absolute  or
contingent,  due or to become due, or now existing or hereafter incurred,  which
may arise under,  out of, or in  connection  with,  the Credit  Agreement,  this
Agreement,  the Notes,  the other Loan  Documents  or any other  document  made,
delivered or given in connection  therewith,  in each case whether on account of
principal,  interest,   reimbursement  obligations,  fees,  indemnities,  costs,
expenses or otherwise  (including,  without limitation,  all reasonable fees and
disbursements  of counsel to the Agent or to the  Lenders as are  required to be
paid by such  Borrower  pursuant  to the  terms of the  Credit  Agreement,  this
Agreement or any other Loan Document);

                    "Termination  Date":  the date on which the  Commitments and
the Credit Agreement have been terminated and the Secured  Obligations have been
irrevocably paid in full other than indemnification obligations not then due and
payable,  including,  without limitation, in subsections 4.14, 4.15, 4.16, 4.17,
10.7 and 11.6 of the Credit Agreement.

                    "Trademarks":  means all of the following to the extent that
any Borrower now or hereafter has any right,  title or interest  therein (a) all
trademarks,  trade  names,  corporate  names,  company  names,  business  names,
fictitious  business names, trade styles,  service marks, logos and other source
or business identifiers,  and the goodwill associated therewith, now existing or
hereafter adopted or acquired, all registrations and recordings thereof, and all
applications  in connection  therewith,  whether in the United States Patent and
Trademark  Office or in any similar office or agency of the United  States,  any
State  thereof or any other  country or any political  subdivision  thereof,  or
otherwise, including, without limitation, any thereof referred to in Schedule 4,
and (b) all renewals thereof.

                    "Trademark Licenses":  means any written agreement providing
for  the  grant  by or to any  Borrower  of any  right  to  use  any  Trademark,
including, without limitation, any thereof referred to in Schedule 4.

                    "Works":  any tangible expression of an idea of any Person.




              1.2   Other Definitional Provisions.

                    (a) The words "hereof,"  "herein",  "hereto" and "hereunder"
and words of similar  import  when used in this  Agreement  shall  refer to this
Agreement as a whole and not to any particular provision of this Agreement,  and
Section,  subsection  and  Schedule  references  are to  this  Agreement  unless
otherwise specified.

                    (b) The  meanings  given to terms  defined  herein  shall be
equally applicable to both the singular and plural forms of such terms.

         2. Grant of Security  Interest.  As collateral  security for the prompt
and complete  payment and performance  when due (whether at the stated maturity,
by acceleration or otherwise) of the Secured  Obligations,  each Borrower hereby
grants to the Agent, for the benefit of the Lenders,  a security interest in all
of the following  property now owned or at any time  hereafter  acquired by such
Borrower  or in which  such  Borrower  now has or at any time in the  future may
acquire any right, title or interest (collectively, together with all amounts on
deposit in the Collateral Account from time to time, the "Collateral"):

                    (a)    all Accounts;

                    (b)    all Chattel Paper;

                    (c)    all Copyrights;

                    (d)    all Copyright Licenses;

                    (e)    all Documents;

                    (f)    all Equipment;

                    (g)    all Fixtures;

                    (h)    all General Intangibles;

                    (i)    all Instruments;

                    (j)    all Inventory;

                    (k)    all Patents;

                    (l)    all Patent Licenses;

                    (m)    all Trademarks;






                    (n)    all Trademark Licenses;

                    (o)    all books and records pertaining to the Collateral; 
and

                    (p) to the extent not otherwise  included,  all Proceeds and
products  of any  and  all of the  foregoing  and all  collateral  security  and
guarantees given by any Person with respect to any of the foregoing.

         3.   Collateral Account

              3.1  Establishment of Collateral  Accounts.  At the request of the
Agent,  there shall be established  and at all times  thereafter  there shall be
maintained by the Borrowers, a non-interest bearing cash collateral account with
NationsBank,  N.A., account number to be determined (the "Collateral  Account"),
subject to the terms of this Agreement.

              3.2 Rights, Title and Interest of Collateral Accounts.  All right,
title and interest in and to the  Collateral  Account shall vest  exclusively in
the Agent,  for the benefit of the Lenders.  The Borrowers  shall have no rights
with respect to the Collateral  Account and the Agent,  shall have sole dominion
and control over the Collateral Account and the monies deposited therein. Monies
deposited in the Collateral  Account shall  constitute  security for the Secured
Obligations.  Each Borrower hereby pledges and assigns to the Agent,  and hereby
grants to the Agent, for the benefit of the Lenders, a security interest in, all
right,  title or interest (if any) which any  Borrower now has or may  hereafter
have or purport or claim to have in or to the Collateral  Account and all monies
held therein, any investments made with such monies and any and all certificates
or instruments  from time to time  representing or evidencing  such  investments
(and all proceeds thereof).

              3.3 Maintaining the Collateral  Account. To the extent required by
Section 3.1, until the Termination Date of this Agreement:

                    (a) The Borrowers will maintain the Collateral  Account with
NationsBank, N.A.

                    (b) All monies received by the Agent,  while a Default or an
Event of Default has occurred and is continuing, all monies received pursuant to
subsection 4.5(a) and Section 9 of the Credit Agreement, and any monies received
as a result of investments  made as contemplated  by Section 4 hereof,  shall be
deposited in the Collateral Account.

         4. Investment of Monies.  Pending the disbursement  thereof pursuant to
the terms of this Agreement,  all monies in the Collateral Account shall (to the
extent it is  practical  to do so) be invested by the Agent in Cash  Equivalents
(as defined in the Credit  Agreement).  All such investments  shall be evidenced
either (a) by negotiable  certificates  or instruments  which are held by or for
the account of the Agent,  or (b) by book entries  maintained in a Commonwealth,
District  or State in which the Agent may be granted by book  entries a security
interest  in the  securities  relating  thereto.  In the  absence  of its  gross
negligence,  or willful misconduct,  the Agent shall not have any ability out of
or in connection with any investment made in accordance with the





provisions  herein or for any loss or decline in value of any investment or from
any loss resulting  directly or indirectly  from any investment made pursuant to
and in accordance with the provisions hereof.

         5. Representations and Warranties.  Each Borrower hereby represents and
warrants that:

              5.1  Title;  No Other  Liens.  Except for the  security  interests
granted to the Agent pursuant to this Agreement and the other Liens permitted to
exist on the  Collateral  pursuant to the Credit  Agreement,  such Borrower owns
each  item of the  Collateral  free and  clear of any and all Liens or claims of
others. No financing statement or other public notice with respect to all or any
part of the Collateral is on file or of record in any public office, except such
as have been filed in favor of the Agent  pursuant to this  Agreement  or as are
permitted pursuant to the Credit Agreement.

              5.2 Perfected First Priority Liens. The security interests granted
pursuant to this Agreement (a) constitute  perfected  security  interests in the
Collateral  in favor of the Agent for the  benefit of the Lenders of the Secured
Obligations,  as  collateral  security for the Secured  Obligations  and (b) are
prior to all other Liens on the Collateral in existence on the date hereof.

              5.3   Inventory and Equipment.  The Inventory and the Equipment 
are kept at the locations listed on Schedule 5.

              5.4 Chief Executive  Office.  On the date hereof,  each Borrower's
chief executive office is located is as specified on Schedule 1.

              5.5   Farm Products. None of the Collateral constitutes, or is the
Proceeds of, Farm Products.

         6. Covenants.  Each Borrower  covenants and agrees with the Agent that,
from and after the date of this Agreement until the Termination Date:

              6.1  Delivery  of  Instruments  and Chattel  Paper.  If any amount
payable under or in  connection  with any of the  Collateral  shall be or become
evidenced by any Instrument or Chattel Paper,  such  Instrument or Chattel Paper
shall  be  immediately  delivered  to  the  Agent  duly  endorsed  in  a  manner
satisfactory to the Agent to be held as Collateral pursuant to this Agreement.

              6.2   Maintenance  of  Insurance.   Each  Borrower  will  maintain
insurance in accordance with subsection 7.5 of the Credit Agreement.

              6.3   Maintenance of Perfected Security Interest; Further 
Documentation.

                    (a) Each  Borrower  shall  maintain the  security  interests
created by this Agreement as perfected  security  interests  having at least the
priority  described in subsection  5.2 and shall defend such security  interests
against the claims and demands of all Persons whomsoever.





                    (b) At any  time and from  time to  time,  upon the  written
request of the Agent and at the sole expense of each Borrower  affected thereby,
each   Borrower  will  promptly  and  duly  execute  and  deliver  such  further
instruments  and  documents  and take  such  further  actions  as the  Agent may
reasonably  request for the purpose of obtaining or preserving the full benefits
of this  Agreement  and of the  rights  and powers  herein  granted,  including,
without limitation, the filing of any financing or continuation statements under
the Uniform  Commercial Code in effect in any  jurisdiction  with respect to the
security interests created hereby.

              6.4 Changes in Locations, Name, etc. Each Borrower will not unless
it shall have given the Agent at least thirty (30) days prior written  notice of
such change (or, in the case of Inventory and Equipment,  at least ten (10) days
prior written notice,  to the extent that such Borrower has taken such action as
reasonably  may be required of it to maintain the  continuous  perfection of the
Agent's security interests in such Inventory or Equipment, as the case may be):

                    (a) permit any of the Inventory (other than goods-in-transit
and immaterial amounts of goods in temporary locations in the ordinary course of
business)  or  Equipment  to be kept at a location  other  than those  listed on
Schedule 5; or

                    (b) change the  location  of their chief  executive  offices
from that specified in subsection 5.4; or

                    (c) change its name, identity or corporate structure to such
an extent that any financing  statement  filed by the Agent in  connection  with
this Agreement would become seriously misleading.

              6.5 Further  Identification  of  Collateral.  Each  Borrower  will
furnish  to the  Agent  from  time  to time  statements  and  schedules  further
identifying  and  describing the Collateral and such other reports in connection
with the  Collateral  as the Agent may  reasonably  request,  all in  reasonable
detail.

              6.6 Notices.  Each  Borrower  will advise the Agent  promptly,  in
reasonable detail of (a) any Lien (other than security  interests created hereby
or Liens permitted under the Credit  Agreement) on any of the Collateral and (b)
the  occurrence of any other event which could  reasonably be expected to have a
material  adverse  effect on the  aggregate  value of the  Collateral  or on the
security interests created hereby.

         7.   Provisions Relating to Receivables.

              7.1 Borrowers Remain Liable under Receivables.  Anything herein to
the contrary  notwithstanding,  each Borrower  shall remain liable under each of
the  Receivables to observe and perform all the conditions and obligations to be
observed and performed by it thereunder, all in accordance with the terms of any
agreement giving rise to each such Receivable.  Neither the Agent nor any Lender
shall have any  obligation or liability  under any  Receivable (or any agreement
giving  rise  thereto)  by reason of or  arising  out of this  Agreement  or the
receipt by the Agent,  or any Lender of any payment  relating to such Receivable
pursuant hereto, nor shall the Agent or any Lender be obligated in any




manner to perform any of the  obligations  of any Borrower  under or pursuant to
any Receivable (or any agreement giving rise thereto),  to make any payment,  to
make any inquiry as to the nature or the sufficiency of any payment  received by
it or as to the sufficiency of any performance by any party under any Receivable
(or any agreement  giving rise thereto),  to present or file any claim,  to take
any action to enforce any  performance  or to collect the payment of any amounts
which may have been assigned to it or to which it may be entitled at any time or
times.

              7.2  Analysis  of  Receivables.  The Agent shall have the right to
make test  verifications of the Receivables in any manner and through any medium
that it reasonably considers advisable, and each Borrower shall furnish all such
assistance and  information as the Agent,  may reasonably  require in connection
with such test verifications. The Agent in its own name or in the name of others
may during such time as a Default or an Event of Default shall have occurred and
be continuing  communicate  with the obligors on the  Receivables to verify with
them  to the  Agent's  satisfaction  the  existence,  amount  and  terms  of any
Receivables. Collections on Receivables.

              7.3   Collections on Receivables.

                    (a) The Agent hereby authorizes each Borrower to collect the
Receivables  subject to the Agent's  direction  and  control,  and the Agent may
curtail or  terminate  said  authority  at any time when an Event of Default has
occurred and is continuing and may then direct that payments on the  Receivables
be made directly to the Agent,  in accordance  with the provisions of subsection
11.1. If any Borrower is required by the Agent, at any time when a Default or an
Event of Default has occurred and is  continuing,  any payments of  Receivables,
when  collected by such  Borrower,  (1) shall be forthwith  (and,  in any event,
within two Business Days) deposited by such Borrower in the exact form received,
duly  endorsed  by such  Borrower to the Agent,  if  required,  in a  Collateral
Account maintained under the sole dominion and control of the Agent,  subject to
withdrawal  by the Agent only as provided in subsection  10.3,  and (2) until so
turned over,  shall be held by such Borrower in trust for the Agent,  segregated
from other funds of such Borrower.

                    (b) Each such  deposit of Proceeds of  Receivables  shall be
accompanied by a report (in the form  customarily  prepared by such Borrower for
its internal purposes) identifying in reasonable detail the nature and source of
the payments included in the deposit.

                    (c) At the Agent's  request at any time when a Default or an
Event of Default has  occurred  and is  continuing  any or all  Borrowers  shall
deliver to the Agent, all original and other documents evidencing,  and relating
to,  the  agreements  and  transactions  which  gave  rise  to the  Receivables,
including,  without  limitation,  all  original  orders,  invoices  and shipping
receipts.

              7.4   Government Contracts.

                    (a)  The  Borrower   represents   and  warrants   that  each
Government  Contract  set forth on  Schedule 6 (i) does not and will not contain
any  provision  prohibiting  assignment  thereof as  provided  herein,  and (ii)
contains a "no set-off" clause or does not permit any set-off against or




reduction of the  obligation to make payments  thereunder  for liability of such
Borrower to the government  because of renegotiation,  fine, penalty (other than
as specifically  permitted by the Federal  Assignment of Claims Act with respect
to Government  Contracts with the Federal  government),  taxes,  social security
contributions,  or withholding  or failing to withhold  taxes,  social  security
contributions  or similar  amounts,  whether  arising from or independent of the
Contract  except as indicated on Schedule 6. Each Borrower shall promptly notify
the Agent of any material  claimed  set-off or reduction or the  disallowance of
progress payment requests.  Without limiting the foregoing, with respect to each
Government  Contract  (including,  if required by applicable  law, each purchase
order or delivery order),  each Borrower shall, except as otherwise consented to
by the Agent  concurrently  with the execution of this Agreement with respect to
existing  Government  Contracts  (or  purchase  orders or  delivery  orders,  if
applicable)  and  within  five (5)  Business  Days after  entering  into any new
Government  Contract  (or  purchase  order or  delivery  order,  if  applicable)
complete,  execute and  deliver to or as  directed by the Agent with  respect to
such contract, at such Borrower's expense, a Notice of Assignment  substantially
in the form of Exhibit A hereto and an Instrument of Assignment substantially in
the form of Exhibit B hereto,  or in such other  forms as the Agent may  specify
from  time to  time,  each in form  and  substance  satisfactory  to the  Agent;
provided,  however,  that the  Borrower  shall not be  required  to execute  and
deliver  any   assignments   and/or   notices  of  assignment   and  letters  of
representation  with respect to Receivables  identified in subsection 7.9 of the
Credit  Agreement.  The  provisions of this Section shall not limit or supersede
any other provisions of this Agreement.

                    (b)  All  Government  Contracts  have  been,  or if  arising
hereafter  will be,  legally  awarded  and binding on the  parties  thereto;  no
payment  has  been or will be  made  by any  Borrower  or any of its  respective
affiliates,  or any Person  acting on its behalf,  to any Person that was, is or
will be  contingent  upon the award of any  Government  Contract in violation of
applicable procurement law or that would otherwise be in violation of applicable
procurement  law  (including,  but  not  limited  to,  the  Federal  Acquisition
Regulation,  the  Defense  Acquisition  Regulations,   the  Federal  Procurement
Regulations and the Armed Services Procurement  Regulations);  there is no claim
that has been  asserted by any  government  agency or authority  concerning  the
award or performance of any Government Contract and each Borrower shall promptly
notify the Agent upon  becoming  aware of the assertion of any such claim or the
existence of any basis therefor;  none of the Borrowers or any of its respective
directors,  employees  or  affiliates  have  been  debarred  or  suspended  from
participation in the award of contracts with the Federal government or any state
or local government,  or any agency or instrumentality thereof, or is a party to
or  the  subject  of  any  pending  or to any  Borrower's  knowledge  threatened
proceeding  or  investigation  relating to  debarment  or  suspension  or of any
complaint  issued  by or  before  any such  Person  relating  thereto,  and each
Borrower shall  promptly  notify the Agent upon becoming aware of the occurrence
of any of the foregoing or the existence of any basis therefore; and none of the
Borrowers or any of its respective affiliates, or any of its officers, directors
or employees is permanently  or temporarily  enjoined or barred from engaging in
or continuing any conduct or practice relating to the conduct of their business,
or enjoining or  requiring  any of them to take any action of any kind  relating
thereto,  and each Borrower shall promptly  notify the Agent upon becoming aware
of the  occurrence  of  any of the  foregoing  or  the  existence  of any  basis
therefor.





                    (c) Each Borrower's cost accounting and procurement  systems
are and at all times have been, and will continue to be, in compliance  with all
requirements relating or applicable to the Government Contracts.

                    (d) No Borrower has assigned any of the Government Contracts
or any rights or proceeds thereunder to any other Person.

              7.5   Additional Representations and Warranties.

                    (a) No amount payable to any Borrower under or in connection
with any  Receivable  is evidenced by any  Instrument or Chattel Paper which has
not been delivered to the Agent.

                    (b) The amounts  represented  by each  Borrower to the Agent
from time to time as owing to such Borrower in respect of the  Receivables  will
at such times be accurate in all material respects.

              7.6   Covenants.

                    (a)  Other  than in the  ordinary  course  of  business,  no
Borrower will (i) grant any extension of the time of payment of any  Receivable,
(ii)  compromise or settle any Receivable for less than the full amount thereof,
(iii)  release,  wholly or  partially,  any Person liable for the payment of any
Receivable,  (iv) allow any credit or discount whatsoever on any Receivable, (v)
amend,  supplement or modify any  Receivable in any manner that could  adversely
affect the value thereof or (vi) fail to exercise  promptly and diligently  each
and every material right which it may have under each agreement giving rise to a
Receivable (other than any right of termination).

                    (b)Each  Borrower  will  deliver to the Agent a copy of each
material demand,  notice or document  received by it that questions the validity
or  enforceability  of  more  than  5% of  the  aggregate  amount  of  the  then
outstanding Receivables.

         8. Provisions Relating to Patents and Trademarks.

              8.1 Representations and Warranties.

                    (a)  Schedule 3 refers to all  Patents and  material  Patent
Licenses owned by each Borrower in its own name on the date hereof.

                    (b)  Schedule  4 refers to all  Trademarks  registered  with
Governmental  Authorities and material Trademark Licenses owned by each Borrower
in its own name on the date hereof.

                    (c) To the best of each  Borrower's  knowledge,  each Patent
and Trademark is on the date hereof valid,  subsisting,  unexpired,  enforceable
and has not been abandoned,  except where such abandonment  would not reasonably
be expected to have a Material Adverse Effect.





                    (d) Except as set forth in either  Schedule 3 or Schedule 4,
none of such  Patents  and  Trademarks  is on the date hereof the subject of any
exclusive licensing or franchise agreement.

                    (e) No holding,  decision or judgment  has been  rendered by
any Governmental Authority which would limit, cancel or question the validity or
enforceability  of any Patent or Trademark in any respect that could  reasonably
be expected to have a Material Adverse Effect.

                    (f) No action or  proceeding  is pending on the date  hereof
seeking to limit,  cancel or question the  validity of any Patent or  Trademark,
which, if adversely determined, would have a Material Adverse Effect.

              8.2   Covenants.

                    (a) Each Borrower (either itself or through  licensees) will
(1) maintain  each  Trademark  which is material to its business (as  reasonably
determined  by such  Borrower) in full force free from any claim of  abandonment
for  non-use,  (2)  maintain as in the past the quality of products and services
offered under such  Trademark,  (3) employ such Trademark  with the  appropriate
notice of  registration  (if deemed  advisable by management  in its  reasonable
discretion) and (4) not (and not permit any licensee or sublicensee  thereof to)
do any act or  knowingly  omit to do any act whereby such  Trademark  may become
invalidated.

                    (b) No Borrower will knowingly do any act, or omit to do any
act,  whereby  any Patent  which is  material to such  Borrower's  business  (as
reasonably determined by such Borrower) may become abandoned or dedicated to the
public.

                    (c) Each Borrower will notify the Agent promptly if it knows
that  any  application  or  registration  relating  to any  material  Patent  or
Trademark  may become  abandoned or  dedicated to the public,  or of any adverse
determination or development (including, without limitation, the institution of,
or any such determination or development in, any proceeding in the United States
Patent and Trademark  Office or any court or tribunal in any country)  regarding
such  Borrower's  ownership of any material  Patent or Trademark or its right to
register the same or to keep and maintain the same.

                    (d) Whenever any  Borrower,  either by itself or through any
agent,  employee,  licensee  or  designee,  shall  file an  application  for the
registration  of any  Patent or  Trademark  with the  United  States  Patent and
Trademark  Office or any  similar  office or agency in any other  country or any
political  subdivision  thereof,  such Borrower  shall report such filing to the
Agent within five (5) Business Days after the last day of the fiscal  quarter in
which such filing occurs. Upon request of the Agent, such Borrower shall execute
and deliver  any and all  additional  agreements,  instruments,  documents,  and
papers as the Agent may  reasonably  request to evidence  the  Agent's  security
interest  in  any  such  Patent  or  Trademark  and  the  goodwill  and  general
intangibles of such Borrower relating thereto or represented thereby.





                    (e) Each  Borrower  will take all  reasonable  and necessary
steps, including, without limitation, in any proceeding before the United States
Patent  and  Trademark  Office,  or any  similar  office  or agency in any other
country or any  political  subdivision  thereof,  to  maintain  and pursue  each
material  application (and to obtain the relevant  registration) and to maintain
each  registration of the material  Patents and Trademarks,  including,  without
limitation, filing of applications for renewal, affidavits of use and affidavits
of incontestability.

                    (f) In the event that any  Borrower  becomes  aware that any
Patent or Trademark is infringed,  misappropriated  or diluted by a third party,
each  Borrower  affected  thereby  shall (i) take such actions as such  Borrower
shall  deem  appropriate  under the  circumstances  to  protect  such  Patent or
Trademark  and (ii) if such Patent or Trademark is of economic  value,  promptly
notify the Agent after it learns  thereof and where  appropriate  in  accordance
with its business judgment, sue for infringement,  misappropriation or dilution,
to  seek  injunctive  relief,  and to  recover  any  and all  damages  for  such
infringement, misappropriation or dilution.

         9.   Copyrights.

              9.1 Representations and Warranties.

                    (a) Schedule 2 refers to all material Copyrights  registered
with or for which an application  has been filed with a  Governmental  Authority
and  Copyright  Licenses  owned  by each  Borrower  in its own  name on the date
hereof.

                    (b) To the best of each Borrower's knowledge, each Copyright
is on the date hereof valid, subsisting, unexpired, enforceable and has not been
abandoned.

                    (c)  Except  as set  forth  in  Schedule  2,  none  of  such
Copyrights  is on the date  hereof the  subject of any  exclusive  licensing  or
franchise agreement.

                    (d) No holding,  decision or judgment  has been  rendered by
any Governmental Authority which would limit, cancel or question the validity of
any  Copyright  in any  respect  that could  reasonably  be  expected  to have a
Material Adverse Effect.

                    (e) No action or  proceeding  is pending on the date  hereof
seeking to cancel or question the validity of any Copyright  which, if adversely
determined, would have a Material Adverse Effect.

              9.2   Covenants.

                    (a) Each Borrower (either itself or through  licensees) will
(i)  employ  the  appropriate  notice  of  copyright  for each work  subject  to
copyright protection to the extent necessary to protect any registered Copyright
relating to such work and (ii) not (and not permit any  licensee or  sublicensee
thereof to) do any act or knowingly omit to do any act whereby any Copyright may
become invalidated.





                    (b) No Borrower  will  knowingly  (either  itself or through
licensees)  do any act, or omit to do any act,  whereby any Copyright may become
injected into the public domain; unless in its business judgment, such Copyright
is no longer used or useful in the business of such  Borrower and such  Borrower
decides to do so.

                    (c) Each  Borrower  will  notify  the Agent  promptly  if it
knows,  or has reason to know,  that any Copyright may become  injected into the
public domain or of any adverse determination or development (including, without
limitation, the institution of, or any such determination or development in, any
court or tribunal in the United  States or any  political  subdivision  thereof)
regarding such Borrower's ownership of any such Copyright or its validity.

                    (d) If any  Borrower  owns  any  Copyrights,  such  Borrower
either  itself or through  any agent,  employee,  licensee  or  designee,  shall
provide to the Agent,  a document  confirming the Agent's  security  interest in
each  registered  Copyright  with  respect to which such  Borrower  acquires  an
interest during the two preceding calendar quarters, duly executed and in proper
form for filing in the United States Copyright Office or other applicable United
States  Governmental  Authority.  Upon request of the Agent, each Borrower shall
execute and deliver any and all additional agreements,  instruments,  documents,
and papers as the Agent may reasonably  request to confirm the Agent's  security
interest in such Copyright,  and each Borrower  hereby  constitutes the Agent as
its  attorney-in-fact to file all such writings for the foregoing purposes,  all
lawful acts of such attorney  being hereby  ratified and  confirmed;  such power
being coupled with an interest is  irrevocable  until the  Termination  Date (as
defined herein).

                    (e) Each Borrower will take all necessary steps, as it shall
deem  appropriate  under the  circumstances,  in  accordance  with its  business
judgment,  to  maintain  and pursue  each  application  filed (and to obtain the
relevant  registration)  and to  maintain  to the extent  permitted  by law each
registration  of each  Copyright  owned  by  such  Borrower  including,  without
limitation, filing of applications for renewal, where necessary.

                    (f) Each  Borrower  will  promptly  notify  the Agent of any
material infringement of any Copyright owned by it of which it becomes aware and
will take such actions as it shall deem appropriate  under the  circumstances to
protect such  Copyright,  including,  where  appropriate in accordance  with its
business  judgment,  the bringing of suit or the settling of actual or potential
suits for infringement, seeking injunctive relief and seeking to recover any and
all damages for such infringement.

         10.  Remedies.

              10.1 Notice to Obligors. Upon the request of the Agent at any time
when a Default  or an Event of  Default  has  occurred  and is  continuing  each
Borrower shall notify obligors on the Receivables that the Receivables have been
assigned  to the  Agent  and that  payments  in  respect  thereof  shall be made
directly to the Agent.

              10.2  Proceeds to be Turned Over To The Agent.  In addition to the
rights of the Agent  specified  in  subsection  7.3 with  respect to payments of
Receivables, when a Default or an Event




of Default has occurred and is continuing all Proceeds  received by any Borrower
consisting  of cash,  checks  and other  near-cash  items  shall be held by such
Borrower in trust for the Agent,  segregated  from other funds of such Borrower,
and shall, forthwith upon receipt by such Borrower, be turned over to the Agent,
in the exact form received by such Borrower  (duly  endorsed by such Borrower to
the Agent,  if required) and held by the Agent in the  Collateral  Account.  All
Proceeds while held by the Agent in the Collateral  Account (or by such Borrower
in trust for the Agent) shall continue to be held as collateral security for all
the Secured  Obligations and shall not constitute  payment thereof until applied
as provided in subsection 10.3.

              10.3  Application of Proceeds.  At such intervals as may be agreed
upon by any  Borrower  and the Agent or, if an Event of Default has occurred and
is  continuing at any time at the Agent's  election,  the Agent may apply all or
any part of Proceeds  held in any  Collateral  Account in payment of the Secured
Obligations  in such  order as the Agent may  elect,  and any part of such funds
which the Agent  elects  not so to apply and deems not  required  as  collateral
security for the Secured Obligations shall be paid over from time to time by the
Agent to each Borrower or to whomsoever may be lawfully  entitled to receive the
same.  Any  balance  of such  Proceeds  when no  Default  or Event of Default is
continuing  shall be paid over to each Borrower or to whomsoever may be lawfully
entitled to receive the same. Any balance of such Proceeds  remaining  after the
Secured  Obligations shall have been paid in full and the Commitments under (and
as  defined  in) the Credit  Agreement  shall have  expired  or  otherwise  been
terminated  shall be paid over to the Borrowers or to whomsoever may be lawfully
entitled to receive the same.

              10.4 Code  Remedies.  If an Event of Default has  occurred  and is
continuing,  the Agent on behalf of the Lenders may exercise, in addition to all
other  rights  and  remedies  granted to it in this  Agreement  and in any other
instrument  or  agreement  securing,  evidencing  or  relating  to  the  Secured
Obligations,  all rights and remedies of a secured party under the Code. Without
limiting the  generality of the  foregoing,  if an Event of Default has occurred
and is  continuing,  the Agent,  without  demand of performance or other demand,
presentment,  protest,  advertisement  or notice of any kind  (except any notice
required by law  referred to below) to or upon any  Borrower or any other Person
(all and each of which demands, defenses,  advertisements and notices are hereby
waived), may in such circumstances forthwith collect,  receive,  appropriate and
realize upon the  Collateral,  or any part thereof,  and/or may forthwith  sell,
lease,  assign, give option or options to purchase,  or otherwise dispose of and
deliver  the  Collateral  or any  part  thereof  (or  contract  to do any of the
foregoing),  in one or more parcels at public or private  sale or sales,  at any
exchange,  broker's board or office of the Agent or any Lender or elsewhere upon
such terms and  conditions as it may deem advisable and at such prices as it may
deem best, for cash or on credit or for future  delivery  without  assumption of
any credit  risk.  The Agent  shall have the right upon any such  public sale or
sales, and, to the extent permitted by law, upon any such private sale or sales,
to purchase the whole or any part of the  Collateral so sold,  free of any right
or equity of redemption in any Borrower,  which right or equity is hereby waived
or released.  Each Borrower further agrees,  if an Event of Default has occurred
and is continuing at the Agent's request, to assemble the Collateral and make it
available  to the Agent,  at places  which the Agent  shall  reasonably  select,
whether at each  Borrower's  premises or elsewhere.  To the extent  permitted by
applicable  law,  each  Borrower  waives all claims,  damages and demands it may
acquire  against the Agent or any Lender  arising out of the exercise by them of
any rights hereunder. If any notice of a




proposed sale or other  disposition of Collateral shall be required by law, such
notice  shall be deemed  reasonable  and  proper if given at least ten (10) days
before such sale or other disposition.

         11. Agent,  Appointment  as  Attorney-in-Fact;  Agent,  Performance  of
Borrowers' Obligations.

              11.1 Powers.  Each Borrower  hereby  irrevocably  constitutes  and
appoints  the  Agent  and any  officer  or agent,  thereof,  with full  power of
substitution,  as its true and  lawful  attorney-in-fact  with full  irrevocable
power and  authority in the place and stead of such  Borrower and in the name of
such  Borrower or in its own name,  for the purpose of carrying out the terms of
this Agreement,  to take any and all  appropriate  action and to execute any and
all documents and instruments  which may be necessary or desirable to accomplish
the purposes of this  Agreement,  and,  without  limiting the  generality of the
foregoing,  such Borrower hereby gives the Agent, the power and right, on behalf
of such Borrower, without notice to or assent by such Borrower, to do any or all
of the following:

                    (a) at any time when a Default  or an Event of  Default  has
occurred  and is  continuing  in the name of any  Borrower  or its own name,  or
otherwise, take possession of and endorse and collect any checks, drafts, notes,
acceptances  or other  instruments  for the  payment  of  moneys  due  under any
Receivable  or with respect to any other  Collateral  and file any claim or take
any other action or proceeding in any court of law or equity or otherwise deemed
appropriate  by the Agent for the purpose of collecting  any and all such moneys
due under any  Receivable  or with  respect  to any  other  Collateral  whenever
payable;

                    (b) in the  case  of any  Copyright,  Patent  or  Trademark,
execute and deliver any and all agreements, instruments, documents and papers as
the Agent may  request  to  evidence  the  Agent's  security  interests  in such
Copyright,  Patent or Trademark and the goodwill and general  intangibles of any
Borrower relating thereto or represented thereby;

                    (c) pay or discharge  taxes and Liens levied or placed on or
threatened  against the Collateral,  effect any repairs or any insurance  called
for by the  terms  of this  Agreement  and pay all or any  part of the  premiums
therefor and the costs thereof;

                    (d) execute,  in  connection  with any sale  provided for in
subsection  10.4,  any   endorsements,   assignments  or  other  instruments  of
conveyance or transfer with respect to the Collateral; and

                    (e) at any time when a Default  or an Event of  Default  has
occurred and is continuing (1) direct any party liable for any payment under any
of the  Collateral  to make  payment  of any and all moneys due or to become due
thereunder directly to the Agent or as the Agent shall direct; (2) ask or demand
for, collect, receive payment of and receipt for, any and all moneys, claims and
other  amounts  due or to become due at any time in respect of or arising out of
any  Collateral;  (3) sign and endorse any invoices,  freight or express  bills,
bills  of  lading,  storage  or  warehouse  receipts,  drafts  against  debtors,
assignments,  verifications,  notices and other documents in connection with any
of the Collateral; (4) commence and prosecute any suits,




actions  or  proceedings  at  law  or  in  equity  in  any  court  of  competent
jurisdiction  to collect the  Collateral or any thereof and to enforce any other
right in respect of any  Collateral;  (5) defend any suit,  action or proceeding
brought  against  any  Borrower  with  respect to any  Collateral;  (6)  settle,
compromise  or adjust any such suit,  action or  proceeding  and, in  connection
therewith,   to  give  such  discharges  or  releases  as  the  Agent  may  deem
appropriate;  (7) assign any  Copyright,  Patent or  Trademark  (along  with the
goodwill  of the  business  to which any such  Copyright,  Patent  or  Trademark
pertains),  throughout the world for such term or terms, on such conditions, and
in such manner, as the Agent,  shall in its sole discretion  determine;  and (8)
generally,  sell,  transfer,  pledge and make any  agreement  with respect to or
otherwise  deal with any of the Collateral as fully and completely as though the
Agent were the absolute  owner thereof for all purposes,  and do, at the Agent's
option and at the expense of each  Borrower  affected  thereby , at any time, or
from  time to time,  all acts and  things  which the Agent  deems  necessary  to
protect,  preserve  or realize  upon the  Collateral  and the  Agent's  security
interest  therein and to effect the intent of this  Agreement,  all as fully and
effectively as any Borrower might do.

              11.2  Performance  by  Agent  of  Borrowers'  Obligations.  If any
Borrower fails to perform or comply with any of its agreements contained herein,
the Agent,  at its option,  but without any  obligation so to do, may perform or
comply, or otherwise cause performance or compliance, with such agreement.

              11.3  Borrowers'  Reimbursement  Obligation.  The  expenses of the
Agent  incurred  in  connection  with  actions  undertaken  as  provided in this
Section, together with interest thereon at a rate equal to the rate per annum at
which  interest  would then be  payable  on past due Prime Rate Loans  under the
Credit Agreement,  from the date of payment by the Agent, to the date reimbursed
by each Borrower, shall be payable by such Borrower to the Agent on demand.

              11.4 Ratification;  Power Coupled With An Interest.  Each Borrower
hereby ratifies all that said attorneys shall lawfully do or cause to be done by
virtue  hereof in  accordance  with the  terms of this  Agreement.  All  powers,
authorizations  and  agencies  contained in this  Agreement  are coupled with an
interest and are irrevocable until this Agreement is terminated and the security
interests created hereby are released.

         12.  Duty of the  Agent.  The  Agent's  sole duty with  respect  to the
custody,  safekeeping  and  physical  preservation  of  the  Collateral  in  its
possession,  under Section 9-207 of the Code or otherwise, shall be to deal with
it in the same  manner as the Agent,  deals with  similar  property  for its own
account. Neither the Agent, nor any Lender nor any of their respective officers,
directors, employees or agents shall be liable for failure to demand, collect or
realize  upon  any of the  Collateral  or for any  delay in doing so or shall be
under any  obligation to sell or otherwise  dispose of any  Collateral  upon the
request  of any  Borrower  or any  other  Person  or to take  any  other  action
whatsoever  with  regard  to the  Collateral  or any part  thereof.  The  powers
conferred  on the Agent and the  Lenders  hereunder  are solely to  protect  the
Agent's and such Lenders'  interests in the  Collateral and shall not impose any
duty upon the Agent to exercise  any such  powers.  The Agent,  and the Lenders,
shall be accountable  only for amounts that they actually receive as a result of
the  exercise  of such  powers,  and  neither  they nor any of  their  officers,
directors,




employees or agents shall be  responsible to any Borrower for any act or failure
to act hereunder, except for their own gross negligence or willful misconduct.

         13. Execution of Financing Statements. Pursuant to Section 9-402 of the
Code,  each Borrower  authorizes  the Agent to file  financing  statements  with
respect to the  Collateral  without  the  signature  of each  Borrower  affected
thereby  in such  form  and in such  filing  offices  as the  Agent,  reasonably
determines  appropriate  to perfect the security  interests of the Agent,  under
this Agreement.  A carbon,  photographic or other reproduction of this Agreement
shall be sufficient as a financing statement for filing in any jurisdiction.

         14. Authority of Agent. Each Borrower  acknowledges that the rights and
responsibilities  of the Agent under this  Agreement  with respect to any action
taken by the Agent,  or the exercise or non-exercise by the Agent of any option,
voting right, request,  judgment or other right or remedy provided for herein or
resulting or arising out of this Agreement  shall, as between the Agent, and the
Lenders,  be governed by the Credit  Agreement and by such other agreements with
respect  thereto as may exist from time to time among them,  but, as between the
Agent and such Borrower,  the Agent shall be conclusively  presumed to be acting
as agent, for the Agent, with full and valid authority so to act or refrain from
acting,  and neither such Borrower nor any Issuer shall be under any  obligation
or entitlement, to make any inquiry respecting such authority.

         15. Notices. All notices,  requests and demands to or upon the Agent or
any  Borrower  hereunder  shall  be  effected  in  the  manner  provided  for in
subsection 11.3 of the Credit Agreement.

         16.  Severability.  Any provision of this Agreement which is prohibited
or  unenforceable  in  any  jurisdiction  shall,  as to  such  jurisdiction,  be
ineffective  to the  extent  of such  prohibition  or  unenforceability  without
invalidating  the  remaining  provisions  hereof,  and any such  prohibition  or
unenforceability   in  any   jurisdiction   shall  not   invalidate   or  render
unenforceable such provision in any other jurisdiction.

         17. Amendments in Writing; No Waiver; Cumulative Remedies.

              17.1  Amendments  in Writing.  None of the terms or  provisions of
this Agreement may be waived, amended, supplemented or otherwise modified except
by a written instrument  executed by each Borrower and the Agent,  provided that
any  provision of this  Agreement  imposing  obligations  on any Borrower may be
waived by the Agent in a written instrument executed by the Agent.

              17.2 No Waiver by Course  of  Conduct.  Neither  the Agent nor any
Lender shall by any act (except by a written  instrument  pursuant to subsection
17.1)  delay,  indulgence,  omission or  otherwise  be deemed to have waived any
right or remedy  hereunder or to have acquiesced in any Default or in any breach
of any of the terms and conditions hereof. No failure to exercise, nor any delay
in  exercising,  on the part of the Agent or any  Lender,  any  right,  power or
privilege  hereunder  shall  operate as a waiver  thereof.  No single or partial
exercise of any right, power or privilege  hereunder shall preclude any other or
further exercise thereof or the exercise of any




other  right,  power or  privilege.  A waiver by the Agent or any  Lender of any
right or remedy hereunder on any one occasion shall not be construed as a bar to
any right or remedy which the Agent or such Lender would  otherwise  have on any
future occasion.

              17.3 Remedies Cumulative.  The rights and remedies herein provided
are cumulative, may be exercised singly or concurrently and are not exclusive of
any other rights or remedies provided by law.

         18. Additional Borrowers.  Each Subsidiary of the Borrowers required to
become a party to this  Agreement  pursuant  to  subsection  7.12 of the  Credit
Agreement,  shall  become a Borrower  for all  purposes of this  Agreement  upon
execution and delivery by such Subsidiary of a Joinder  Agreement in the form of
Exhibit D to the Credit Agreement.

         19. Joint and Several Liability. WHETHER OR NOT EXPRESSLY STATED HEREIN
OR IN ANY OTHER LOAN  DOCUMENT,  ALL  OBLIGATIONS  OF THE  BORROWERS  (OR OF ANY
BORROWER)  HEREUNDER AND UNDER EACH OTHER LOAN  DOCUMENT  (WHETHER IN CONNECTION
WITH  LOANS,  LETTERS  OF CREDIT  OR OTHER  OBLIGATIONS)  ARE JOINT AND  SEVERAL
OBLIGATIONS OF ALL BORROWERS.

         20. Maximum Amount of Joint and Several  Liability.  To the extent that
applicable  Law otherwise  would render the full amount of the joint and several
obligations  of any  Subsidiary  of ACS Inc.  hereunder and under the other Loan
Documents invalid or unenforceable,  such Subsidiary's obligations hereunder and
under the Loan  Documents  shall be limited to the maximum amount which does not
result in such  invalidity or  unenforceability,  provided,  however,  that each
Borrower's  obligations  hereunder and under the other Loan  Documents  shall be
presumptively  valid and  enforceable to their fullest extent in accordance with
the  terms  hereof or  thereof,  as if this  Section  20 were not a part of this
Agreement.


         21. Counterparts.  This Agreement may be executed by one or more of the
parties to this Agreement on any number of separate  counterparts  (including by
facsimile  transmission),  and all of said counterparts  taken together shall be
deemed to constitute  one and the same  instrument.  A set of the copies of this
Agreement signed by all the parties shall be lodged with ACS Inc. and the Agent.

         22. Section Headings.  The Section and subsection headings used in this
Agreement  are for  convenience  of  reference  only and are not to  affect  the
construction hereof or be taken into consideration in the interpretation hereof.

         23.  Successors and Assigns.  This Agreement  shall be binding upon the
successors  and assigns of each  Borrower  and shall inure to the benefit of the
Agent and its successors and assigns.




         24.  GOVERNING LAW. THIS AGREEMENT  SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF VIRGINIA.

         25. Release of Collateral and Termination.  The Agent shall release the
Collateral from the Lien created hereby,  and this Agreement and all obligations
of the Agent and each  Borrower  hereunder  shall  terminate on the  Termination
Date.

         IN WITNESS WHEREOF,  the undersigned has caused this Security Agreement
to be duly executed and delivered as of the date first above written.

                         ADVANCED COMMUNICATION SYSTEMS, INC.
                         INTEGRATED SYSTEMS CONTROL, INC.
                         RF MICROSYSTEMS, INC.


                             By:  /s/  Dev Ganesan
                                  Dev Ganesan
                             Chief Financial Officer

DC1DOCS1.68408