EXHIBIT 10.10

                               SECURITY AGREEMENT
                               ------------------

                THIS SECURITY  AGREEMENT  ("Agreement") is made and effective as
        of the 12th day of December 2000, by and between  AMERICAN  INFLATABLES,
        INC., a Delaware corporation ("AFI"), and UNIVERSAL CONSULTANTS, INC., a
        Nevada Corporation ("Lender").

                                    RECITALS
                                    --------

     A.  Reference  is made  to that  certain  Promissory  Note in the  original
principal  amount of $330,000  (the  "Note")  dated  concurrently  herewith  and
evidencing certain duties and obligations of AFI to Lender.

     B. As  security  for the  payment  and  performance  of  AFI's  duties  and
obligations  to Lender under the Note, AFI desires hereby to pledge and to grant
to Lender and to create a security interest in all of its property.

     NOW,  THEREFORE,  in consideration of the above Recitals and for other good
and  valuable  consideration,  the  receipt  and  adequacy  of which are  hereby
acknowledged, Lender and AFI hereby agree as follows:

     1. GRANT OF SECURITY  INTEREST.  AFI hereby  pledges and grants to Lender a
security interest in all property of AFI, real and personal  (collectively,  the
"Collateral"),  and wherever situated,  to secure the payment by and performance
of  the   obligations  of  AFI  to  Lender   described  in  Paragraph  3,  below
(collectively and SEVERALLY, the "Obligations"),  including, but not limited to,
the property described in Exhibit "A" attached hereto and made a part hereof.

     2. COLLATERAL.  The Collateral  shall also include,  but not be limited to,
all  proceeds  thereof.  For  purposes of this  Agreement,  the term  "proceeds"
includes  whatever  is  receivable  or  received  when the  Collateral  is sold,
collected,  exchanged or  otherwise  disposed of,  whether such  disposition  is
voluntary or  involuntary,  arid  includes,  without  limitation,  all rights to
payment with respect to the Collateral.

     3.  OBLIGATIONS.  The  Obligations of AFI secured by this  Agreement  shall
consist of any and all debts, obligations and liabilities of AFI arising out of,
connected  with or related to the Note,  and all  amendments  or  extensions  or
renewals  thereof,  whether now  existing or hereafter  arising,  whether or not
jointly  owned  with  others  directly  or  indirectly,   whether   absolute  or
contingent,  liquidated  or  unliquidated,  and whether or not from time to time
decreased or extinguished and later increased, created or incurred.

     4. REPRESENTATIONS AND WARRANTIES. AF1 hereby represents and warrants that:

          A. AFI is the legal and beneficial owner of the Collateral.


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          B. All information heretofore,  herein or hereafter supplied to Lender
     by or on behalf of AM with respect to the  Collateral  is and shall be true
     and correct.

          C. No person  other than AFI has any right,  title,  claim or interest
     (by way of  security  interest  or other lien or charge or  otherwise)  in,
     against or to the Collateral.

          D. AFI has carefully  read and reviewed  this  Agreement and the Note,
     understands  each fully,  and has had an opportunity to review each of them
     with an attorney of its choice prior to executing ibis Agreement.

          E. Except as otherwise  provided in this  Agreement,  AR  specifically
     does not rely upon any statement, representation, legal opinion, accounting
     opinion, or promise of any other party in executing this Agreement.

          F.  This  Agreement  is  the  result  of   protracted,   arms'  length
     negotiation between the parties.

          G. AFI has not made any  commitments to or agreements  with any person
     that could adversely affect the Collateral.

          H. AFI has not done anything  which might prevent Lender from or limit
     Lender in operating under any of the provisions hereof.

          I. Each and every representation and warranty made by AR and set forth
     in this  Agreement was material to the decision of Lender to enter into the
     Note and was relied  upon by Lender in doing so. Such  representations  and
     warranties shall survive the consummation of the transactions  contemplated
     by  the  Note  and  the   transactions   contemplated  by  this  Agreement,
     notwithstanding any investigations or opportunities to investigate, nor any
     covenant or agreement set forth in this Agreement. .

     5. COVENANTS OF AFI. In addition to all covenants and agreements of AFI set
forth  in the Note and the  Guaranty,  which  are  incorporated  herein  by this
reference, AFI hereby agrees:

          A. To do all acts that may be  necessary  to  maintain,  preserve  and
     protect the Collateral.

          B. Not to use or permit any  Collateral to be used in violation of any
     provision  of this  Agreement  or any  applicable  statute,  regulation  or
     ordinance covering the Collateral.

          C. To  pay,  or  cause  to be  paid  promptly  when  due,  all  taxes,
     assessments,  charges, encumbrances and liens now or hereafter imposed upon
     or affecting any Collateral.

          D. To notify Lender promptly of any change in AFI's residence  address
     or place of business.

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          E. To procure, execute and deliver from time to time any endorsements,
     assignments,  financing statements,  and other writings deemed necessary or
     appropriate  by  Lender to  perfect,  maintain  and  protect  his  security
     interest hereunder and the priority thereof

          F. To appear in and defend any action or  proceeding  which may affect
     Lender's title or interest in the Collateral.

          G. To assist Lender in order to keep  separate,  accurate and complete
     records of the  Collateral and to provide Lender with such records and such
     other  reports and  information  relating to the  Collateral  as Lender may
     request from time to time

          H. To account  fully for and promptly  deliver to Lender,  in the form
     received,  all proceeds received,  endorsed to Lender as appropriate,  and,
     until so delivered,  all proceeds  shall be held by AR in trust for Lender,
     separate  from all other  property of AM and  identified as the property of
     Lender.

          I. To indemnify  Lender  against and hold it harmless from any and all
     liability,  loss, or damage (including reasonable attorneys' fees) which he
     may incur under this  Agreement and the Note, or under or by reason of this
     Agreement  and the Note and from any and all claims and demands  whatsoever
     which may be asserted  against him by reason of any alleged  obligation  or
     undertaking  on his part to perform or  discharge  any of the terms of this
     Agreement and the Note.  Should Lender incur any such  liability,  loss, or
     damage  under  this  Agreement,  the  Note or under  or by  reason  of this
     Agreement,  or in defense  against any such  claims or demands,  the amount
     thereof,   including  costs,  expenses,  and  reasonable  attorneys'  fees,
     together with interest thereon at ten percent (10%) per annum,  compounded,
     shall be added to the amount due under the Note and deemed  secured by this
     Agreement, and AR shall reimburse Lender therefor immediately upon demand.

     6.  Authorized  Action by AFI.  AFI  hereby  irrevocably  appoints  William
Heldman as his attorney-in-fact to do (but such person shall not be obligated to
and shall incur no liability to AFI or any third party for failure to do so) any
act which AFI is obligated by this  Agreement to do, and to exercise such rights
and powers as Lender might  exercise with respect to the  Collateral,  including
without limitation, the right to:

          A. Collect by legal proceedings or otherwise and endorse,  receive and
     receipt for all interest, payments, proceeds or other sums and property now
     or hereafter payable on or on account to the Collateral.

          B. Enter  into any  agreement  pertaining  to or  deposit,  surrender,
     accept, hold or apply other property in exchange for the Collateral.

          C. Preserve the Collateral.

          D. Transfer the Collateral to its own or its nominee's name.

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          E. Make any  compromise  or  settlement,  and take any action he deems
     advisable, with respect to the Collateral.

     AFI agrees to reimburse the William  Headman and Lender upon demand for any
     costs and expenses,  including, without limitation,  attorneys' fees, which
     may be incurred while acting as AFI's  attorney-in-fact  hereunder,  all of
     which  costs and  expenses  are  included  in and hereby made a part of the
     Obligations secured hereby.

     7.  DEFAULT  AND  REMEDIES.  AFI  shall be  deemed in  default  under  this
Agreement  upon AFI's failure to comply with the provisions of this Agreement or
the Note (an  "Event of  Default").  Upon the  occurrence  of any such  Event of
Default,  Lender may, at its option,  and without notice to or demand on AFI and
in addition to all rights and remedies  available  to Lender under the Note,  do
any one or more of the following:

          A.  Foreclose on the  Collateral or otherwise  endorse AFI's  security
     interest in any manner permitted by law, or provided for in this Agreement.

          B. Sell or otherwise  dispose of any  Collateral at one or more public
     or private sales, whether or not such Collateral is present at the place of
     sale,  for cash or  credit or future  delivery,  on such  terms and in such
     manner as Lender may determine.

          C.  Recover  from  AFI all  costs  and  expenses,  including,  without
     limitation,  reasonable  attorneys'  fees,  incurred  or paid by  Lender in
     exercising any tight, power oz remedy provided by this Agreement or by law.

          D. Prior to the  disposition of the  Collateral,  store,  process,  or
     otherwise prepare it for disposition in any manner and to the extent Lender
     deems appropriate and in connection with such preparation and disposition.

          E. Retain AFI's right, title and interest in the Collateral in its own
     name and for its own benefit (although not necessarily in full satisfaction
     of AFI's obligations to Lender).

     8. WAIVER OF HEARING.  AFI  expressly  waives any  constitutional  or other
right to a  judicial  hearing  prior  to the time  Lender  takes  possession  or
disposes of the  Collateral  upon an Event of Default as provided in Paragraph 7
hereof.

     9. CUMULATIVE RIGHTS. The rights,  powers and remedies of Lender under this
Agreement shall, in addition to all rights,  powers and remedies given to Lender
by  virtue  of any  statute  or rule of law,  the  Note or any  other  document,
instrument  or  agreement to which the parties are bound,  all of which  rights,
powers  and  remedies  shall be  cumulative  and may be  exercised  concurrently
without impairing Lender's security interest in the Collateral.

     10. WAIVER.  Any forbearance,  failure or delay by Lender in exercising any
right,  power or remedy  hereunder  or under the Note  shall  not  preclude  the
further exercise thereof, and every


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right,  power or remedy of Lender shall  continue in full force and effect until
such  tight,  power or remedy is  specifically  waived in a writing  executed by
Lender.  AFI waives any right to require Lender to proceed against any person or
to exhaust any Collateral or to pursue any remedy in Lender's power.

     11. BINDING UPON SUCCESSOR. All rights of Lender under this Agreement shall
inure to the benefit of its  successors and assigns,  and all  obligations of AR
shall  bind  his  heirs,  executors,  administrators,  successors  and  assigns;
provided,  however,  that AFI may not assign its  obligations  without the prior
written  consent  of Lender,  which  consent  shall be at the sole and  absolute
discretion  of  Lender.  If  Lender  assigns,   endorses,  seals,  transfers  or
hypothecates  to any other person the  Collateral or any portion  thereof,  such
shall automatically  constitute an assignment and transfer of all rights, powers
and privileges granted hereunder to Lender with respect to such Collateral,  any
such assignee, endorsee,  transferee or successor of Lender shall be granted and
shall  have,  jointly  with  Lender,  all of the rights,  powers and  privileges
granted to Lender hereunder.

     12. ENTIRE AGREEMENT: SEVERABILITY This Agreement and the Note contains the
entire  agreement  between  Lender  and AFI.  If any of the  provisions  of this
Agreement or the Note shall be held invalid or unenforceable, this Agreement and
the Note shall be construed as 1f not containing those provisions and the rights
and obligations of the parties hereto shall continue unabated.

     13. REFERENCES. The singular includes the plural.

     14. CHOICE OF LAW. This Agreement shall be construed in accordance with and
governed  by the laws of the State of  California,  and,  where  applicable  and
except as otherwise  defined  herein,  terms used herein shall have the meanings
given them in the California Uniform Commercial Code.

     15. NOTICE. Any written notice, consent or other communication provided for
in this  Agreement  shall be  delivered  or sent by certified  U.S.  mail,  with
postage prepaid to the following addresses:

                   Lender:               UNIVERSAL CONSULTANTS, INC.
                                         c/o John G. Cruz, Esq. ~
                                         4 Park Plaza
                                         Suite 1230
                                         Irvine, CA 92614

                   AFI:                  American Inflatables, Inc.
                                         947 Newhall Street
                                         Costa Mesa, CA 92627
                                         Attn: Gregg R. Mulholland

     Such addresses may be changed by written notice given as preceded herein.

     16. ESSENCE OF TIME. Time is of the essence of this Agreement.

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     17.  COMPROMISE,  SETTLEMENT AND RELEASE.  Effective as of the date of this
Agreement:

          A. AFI,  for  itself and for and on behalf of its  respective  agents,
     representatives,  heirs,  successors  and  assigns,  does  hereby  relieve,
     release,  and  forever  discharge  Lender,  and  its  respective  officers,
     directors,  shareholders.  agents, brokers,  representatives,  accountants,
     attorneys,  consultants  and  advisors,  from  any and all  claims,  debts,
     liabilities,  demands, judgments,  accounts,  obligations,  promises, acts,
     agreements,  costs,  expenses  (including,  without limitation,  attorneys'
     fees), damages, actions and causes of action, of whatsoever kind or nature,
     based  on,  arising  out of,  or in any way or  manner  connected  with any
     conduct, act, omission or state of facts existing at any time and from time
     to time through the date hereof.

     In  amplification,  but not limitation of the foregoing,  AFI hereby WAIVES
     its rights as granted  under  California  Civil Code  Section  1542,  which
     section reads as follows:

                    A  general  release  does not  extend  to  claims  which the
                    creditor  does not know or  suspect to exist in his favor at
                    the time of  executing  the  release,  which if known by him
                    must  have  materially  affected  his  settlement  with  the
                    debtor.

          B.  In  connection   with  such  waivers  and   relinquishments,   AFI
     acknowledges  that  it is  aware  that  it may  hereafter  discover  claims
     presently unknown or unsuspected, or facts in addition to or different from
     those which it now knows or believes to be true with respect to the matters
     released herein. Nevertheless,  it is API's intent and desire, through this
     Agreement,  fully,  finally  and  forever  to settle and  release  all such
     matters, and all claims relative thereto.

          "Lender"

          UNIVERSAL CONSULTANTS, INC.
          a Nevada corporation

          By:  /s/ James T. Calo
               -----------------
               President

          American Inflatables, Inc.
          a Delaware corporation

          By:  /s/ Gregg R. Mulholland
               ------------------------------
               Gregg R. Mulholland
               Chief Executive Officer



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