<PAGE>   1
                                                                 EXHIBIT 10.21

                         COMMERCIAL SECURITY AGREEMENT

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<S>                                                     <C>
Borrower: Littlefield, Adams & Company, A New Jersey    Lender: THE BANK OF FLOYD
          Corporation (TIN: 22-1469846)                         P.O. BOX 215
          6262 Executive Boulevard                              101 JACKSONVILLE CIRCLE
          Huber Heights, OH 45424                               FLOYD, VA 24091
</TABLE>

THIS COMMERCIAL SECURITY AGREEMENT is entered into between Littlefield, Adams &
Company, A New Jersey Corporation (referred to below as "Grantor"); and THE
BANK OF FLOYD (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 shall 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, whether now owned or hereafter acquired, whether now
      existing or hereafter arising, and wherever located:

             All Equipment; together with the following specifically described
             property: See Attached  List, but not limited to this list;

      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 attachments, accessions, accessories, tools, parts,
             supplies, 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."

<PAGE>   2



01-31-1997                COMMERCIAL SECURITY AGREEMENT                  Page 2
Loan No 5312501                    (Continued)


      Grantor.  The word "Grantor" means Littlefield, Adams & Company, A New
      Jersey Corporation, 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 and their personal representatives,
      successors and assigns.

      Indebtedness.  The word "Indebtedness" means the indebtedness evidenced
      by the Note, including all principal, interest, and fees, costs, and
      expenses, if any, together with all modifications of and renewals,
      replacements and substitutions for any of the foregoing.

      Lender.  The word "Lender" means THE BANK OF FLOYD, its successors and
      assigns.

      Note.  The word "Note" means the note or credit agreement dated January
      17, 1992, in the principal amount of $750,000.00 from Collegiate  Pacific
      Company, an Iowa Corporation to Lender and guaranteed by Littlefield,
      Adams & Company, A New Jersey Corporation, together with all
      modifications of and renewals, replacements, and substitutions for the
      note or credit agreement and the note or credit agreement dated August
      29, 1994, in the principal amount of $250,000.00 from Collegiate Pacific
      Company, an Iowa Corporation to Lender and guaranteed by Littlefield,
      Adams & Company, A New Jersey Corporation, together with all
      modifications of and renewals, replacements, and substitutions for the
      note or credit agreement and the note or credit agreement dated January
      31, 1997 in the principal amount of $468,483.83 from Littlefield, Adams &
      Company, A New Jersey Corporation which represents a refinance of the
      original Collegiate Pacific note dated January 17, 1992 in the amount of
      $750,000.00, together with all modifications of and renewals,
      replacements, and substitutions for the note or credit agreement and the
      note or credit agreement dated February 1, 1997 in the principal amount
      of $142,634.32 from Littlefield, Adams and Company, A New Jersey
      Corporation, which represents a refinance of the original Collegiate
      Pacific note dated August 29, 1994 in the amount of $250,000.00, together
      with all modifications of and renewals, replacements, 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.

RIGHT OF SETOFF.  Grantor hereby grants Lender a contractual possessory
security interest in and hereby assigns, conveys, delivers, pledges, and
transfers all of Grantor's right, title and interest in and to Grantor's
accounts with Lender (whether checking, savings or some other account),
including all accounts held jointly with someone else and all accounts Grantor
may open in the future, excluding, however, all IRA and Keogh accounts, and all
trust accounts for which the grant of a security interest would be prohibited
by law.  Grantor authorizes Lender, to the extent permitted by applicable law,
to charge or setoff all Indebtedness against any and all such accounts.

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

<PAGE>   3

01-31-1997                COMMERCIAL SECURITY AGREEMENT                  Page 3
Loan No 5312501                   (Continued)


      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, and its certificate or articles of incorporation and bylaws do
      not prohibit any term or condition of this Agreement.

      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.

      Location of the Collateral.  Grantor, upon request of Lender, will
      deliver to Lender in form satisfactory to Lender a schedule of real
      properties and Collateral locations relating to Grantor's operations,
      including without limitation the following: (a) all real property owned
      or being purchased by Grantor; (b) all real property being rented or
      leased by Grantor; (c) all storage facilities owned, rented, leased, or
      being used by Grantor; and (d) all other properties where Collateral is
      or may be located.  Except in the ordinary course of its business,
      Grantor shall not remove the Collateral from its existing locations
      without the prior written consent of Lender.

      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 Commonwealth of
      Virginia, 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.
      While Grantor is not in default under this Agreement, Grantor may sell
      inventory, but only in the ordinary course of its business and only to
      buyers who qualify as a buyer in the ordinary course of business.  A sale
      in the ordinary course of Grantor's business does not include a transfer
      in partial or total satisfaction of a debt or any bulk sale.  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

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01-31-1997                COMMERCIAL SECURITY AGREEMENT                  Page 4
Loan No 5312501                   (Continued)


      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.

      Collateral Schedules and Locations.  Insofar as the Collateral consists
      of inventory, Grantor shall deliver to Lender, as often as Lender shall
      require, such lists, descriptions, and designations of such Collateral as
      Lender may require to identify the nature, extent, and location of such
      Collateral.  Such information shall be submitted for Grantor and each of
      its subsidiaries or related companies.

      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.

      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, 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
<PAGE>   5


01-31-1997                COMMERCIAL SECURITY AGREEMENT                  Page 5
Loan No 5312501                   (Continued)


      ("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 acceptable to Lender and issued by a company or companies
      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 of 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 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
      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.
<PAGE>   6

01-31-1997                COMMERCIAL SECURITY AGREEMENT                 Page 6
Loan No 5312501                   (Continued)


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.

      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.
<PAGE>   7

01-31-1997                COMMERCIAL SECURITY AGREEMENT                  Page 7
Loan No 5312501                   (Continued)


      Creditor or Forfeiture Proceedings.  Commencement of foreclosure or
      forfeiture proceedings, 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 Virginia 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.
<PAGE>   8


01-31-1997                COMMERCIAL SECURITY AGREEMENT                 Page 8
Loan No 5312501                   (Continued)


      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 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 or parties sought to be charged or bound by the alteration
      or amendment.

      Applicable Law.  This Agreement shall be governed by, construed and
      enforced in accordance with the laws of the Commonwealth of Virginia.

      Attorneys' Fees; Expenses.  Grantor agrees that if Lender hires an
      attorney to help enforce this Agreement or to collect any sums owing
      under this Agreement, Grantor will pay, subject to any limits under
      applicable law, Lender's attorneys' fees, and all of Lender's other
      collection expenses, whether or not there is a lawsuit and including
      without limitation additional legal expenses for bankruptcy proceedings.
<PAGE>   9

01-31-1997                COMMERCIAL SECURITY AGREEMENT                  Page 9
Loan No 5312501                   (Continued)


      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.

      Multiple Parties; Corporate Authority.  All obligations of Grantor under
      this Agreement shall be joint and several, and all references to Grantor
      shall mean each and every Grantor. This means that each of the Borrowers
      signing below is responsible for all obligations in this Agreement.

      Notices.  All notices required to be given under this Agreement shall be
      given in writing, may be sent by telefacsimilie, and shall be effective
      when actually delivered if hand delivered or when deposited with a
      nationally recognized overnight courier or deposited as certified or
      registered mail 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 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
<PAGE>   10


01-31-1997                COMMERCIAL SECURITY AGREEMENT                Page 10
Loan No 5312501                   (Continued)


      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.

SIGNATURES AND SEALS.  In witness whereof, I have signed my name and affixed my
seal.

GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS COMMERCIAL SECURITY
AGREEMENT, AND GRANTOR AGREES TO ITS TERMS. THIS AGREEMENT IS DATED JANUARY
31,1997.

GRANTOR:
Littlefield, Adams & Company, A New Jersey Corporation

<TABLE>
<S>                                                          <C>
By:  /s/David M. Simmonds            (SEAL)                  By: /s/Stanley I. Halbreich        (SEAL)
     ------------------------------------------------            ---------------------------------------
       David M. Simmonds, Chairman, President and CEO            Stanley I. Halbreich, Treasurer and CEO
</TABLE>

By:  /s/Warren L. Rawls               (SEAL)
     ------------------------------------------
      Warren L. Rawls, Secretary and Controllor




                 State of Ohio

                 County of Montgomery

                          On this 10th day of March, 1997, before me appeared
                 David M. Simmonds, Stanley I. Halbreich, and Warren L. Rawls
                 and executed the foregoing document.



                                   /s/ Mary C. Burns
                                   ------------------
                                   Mary C. Burns
                                   Notary Public    MARY C. BURNS, Notary Public
                                                    In and for the State of Ohio
                                                    My Commission Expires
                                                    Jan. 26, 1998