(10.69)  Security Agreement between Aero Services International, Inc. and
        TigerAir, Inc. dated November 8, 1995.

                   SECURITY AGREEMENT

      THIS SECURITY AGREEMENT (this "Security Agreement") is made
and entered into as of this 8th day of November, 1995, by and
between TIGERAIR, INC., a Texas corporation ("Debtor") and AERO SERVICES
INTERNATIONAL, INC., a Louisiana corporation (the "Secured Party").

                                         W I T N E S S E T H:

      WHEREAS, as of even date herewith, Debtor, the Secured Party
and Wallace E. Congdon have entered into that certain Transfer
Agreement (the "Agreement"), pursuant to which the Secured Party
has agreed to sell, transfer and assign certain rights and
assets to Debtor, as more particularly described in the
Agreement; and

      WHEREAS,  as of even date herewith, in accordance with the
Agreement, Debtor has executed and delivered to the Secured
Party (i) that certain promissory note in the original principal
amount of Two Hundred Fifty Thousand Dollars ($250,000) (the
"Acquisition Promissory Note") and (ii) that certain promissory
note in the original principal amount of up to Fifty Thousand
Dollars ($50,000) (the "Working Capital Note"); and

      WHEREAS, the Acquisition Promissory Note and the Working
Capital Promissory Note, each of which is more particularly
described in the Agreement, may, hereinafter, be referred to as
the "Notes"; and

      WHEREAS, as a condition for entering into the Agreement and
accepting the Notes in accordance therewith, the Secured Party
has required that Debtor execute and deliver this Security
Agreement; 

      NOW, THEREFORE, in consideration of these premises and for
other good and valuable consideration, the receipt and suffi-
ciency of which are hereby acknowledged, the parties hereto,
intending to be legally bound, agree as follows:

1.   Definitions.  Capitalized terms used in this Security Agreement but not
otherwise defined herein shall have the meanings ascribed
thereto in the Agreement.  In addition, the following terms
shall have the meanings set forth below:

 "Accounts" means any right to payment for goods sold or leased or for
services rendered which is not evidenced by an Instrument or
Chattel Paper, whether or not it has been earned by performance,
including but not limited to accounts receivable and contract
rights.  Without limiting the foregoing, Accounts shall include
all "accounts" as defined in the Uniform Commercial Code as in
effect from time to time in the Commonwealth of Pennsylvania
("UCC").

 "Accounts Receivable" means all Debtors present or future Accounts,
accounts receivable, other receivables, contract rights, Chattel
Paper, notes, cash, cash equivalents, rights under letters of
credit, Instruments and Documents, and all proceeds thereof,
together with all Instruments, all Documents representing any of
the foregoing, all rights in any merchandise or goods which any
of the same may represent, and all right, title, security and
guaranties with respect to each Account Receivable, including
any right of stoppage in transit.

 "Chattel Paper" means any writing or writings which evidence both a
monetary obligation and a security interest in or a lease of
specific goods.  Without limiting the foregoing, Chattel Paper
shall include all "chattel paper" as defined in the UCC.

 "Documents"  means "documents of title" as defined in Section 1-201 of
the UCC, and receipts of the kind described in Subsection (2) of
Section 7-201 of the UCC.

 "Equipment" means all now owned or hereafter acquired goods which are
used or bought for use by the Debtor in its business, including
but not limited to equipment, tools, tooling, machinery,
furniture and fixtures, vehicles and trade fixtures and all
parts, instruments, accessories, alterations, modifications,
replacements, additions, tools, supplies, operating manuals and
improvements intended to be used on or in connection with the
foregoing.  Without limiting the foregoing, Equipment shall
include all "equipment" as defined in the UCC.

"Fixtures" means all present and future fixtures, goods, inventory,
machinery and Equipment, including but not limited to fittings,
appliances, furniture, apparatus, chattels, building materials
and articles of personal property of every kind and character,
together with any renewals, replacements and substitutions
thereof, and additions and accessions thereto, which now or in
the future become affixed to or attached to or placed upon or
used in any way in connection with the Houston FBO (as defined
in the Agreement), together with all right, title and interest
of the Secured Party in and to any and all deposits made under
any conditional bill of sale, chattel mortgage or security
interest to which any Fixtures are or shall be subject, and all
deposits made thereunder, together with the benefit of any
payments now or hereafter made thereon.  In addition, the term
"Fixtures" includes all right, title and interest of Debtor as
lessee under any and all leases relating to any Fixtures,
together with any options to purchase the Fixtures which are
subject to such leases and together with the benefit of any
payments at any time made on such leases.

 "General Intangibles" means any present or future personal property of
Debtor (including things in action) other than tangible personal
property, goods, Accounts, Accounts Receivable, Chattel Paper,
Documents, Equipment, Instruments, and money, including but not
limited to leases, rents generated from all real property owned
or leased by Debtor, tax refunds and rights to receive tax
refunds, certificates and policies of insurance and insurance
proceeds, patents and patent applications, copyrights, licenses,
federal and state trademarks, and goodwill associated therewith,
trade names, service marks and names, logos, goodwill, customer
lists, causes of action, judgments, rights of indemnification,
contribution and subrogation, rights against suppliers or
manufacturers, royalties, computer programs, tapes and software,
designs, blueprints, plans and know how.  Without limiting the
foregoing, General Intangibles shall include all "general
intangibles" as defined in the UCC.

 "Instruments" means negotiable instruments (as defined in Section 3-104
of the UCC) or certificated securities (as defined in Section 8-
102 of the UCC) or any other writings which evidence a right to
the payment of money and are not themselves security agreements
or leases and are of the type which are in the ordinary course
of business transferred by delivery with any necessary
endorsement or assignment.  Without limiting the foregoing,
Instruments shall include all "instruments" as defined in the
UCC.

 "Inventory" means any and all present and future goods, merchandise and
other personal property, including, without limitation, goods in
transit, of Debtor, which are or may at any time be held for
sale or lease, furnished or to be furnished under any contract
of service, or held as raw materials, work in process, finished
goods, supplies or materials which are used or consumed in
connection with Debtor's business, and any present and future
property of Debtor, the sale or other disposition of which has
given rise to an Account Receivable and which has been returned
to or repossessed or stopped in transit by Debtor, and the
products of any such goods, merchandise and other personal
property.  Without limiting the foregoing, Inventory shall
include all "inventory" as defined in the UCC.

 "Proceeds" means all proceeds of Accounts, Accounts Receivable, Chattel
Paper, Documents, Equipment, General Intangibles, Instruments
and Inventory, including but not limited to the following:

 a.
      All returned or repossessed goods arising from, or relating
      to, any sale or other disposition of any of the foregoing;

 b.
      All components, accessories, additions, attachments,
      appurtenances and improvements, pertaining or attached to
      any of the foregoing;

 c.
      All substitutions, renewals, and replacements of or to any
      of the foregoing;

 d.
      All books, records, computer software, disks or tapes of or
      relating to any of the foregoing; and

 e.
      All cash and non-cash proceeds and products, whether
      immediate or remote, of or relating to any of the foregoing.

      Without limiting the above, Proceeds shall include all
"proceeds" as defined in the UCC.


 2.   Grant of Security Interest.  To secure the prompt repayment of all
amounts due under the Agreement and the Notes and the observance
and performance by Debtor of all of the conditions, obligations,
covenants, promises and agreements contained in the Agreement,
the Notes, and any other instruments or documents executed and
delivered to the Secured Party in connection with the
transactions contemplated by the Agreement, Debtor hereby grants
to the Secured Party a first lien and continuing security
interest in and to all of its now owned and hereafter acquired
present and future personal property and Fixtures of every kind,
nature and description, wherever located, to the full extent of
Debtor's interest therein, including but not limited to
Accounts, Accounts Receivable, Chattel Paper, Documents,
Equipment, Fixtures, General Intangibles, Instruments,
Inventory, and Proceeds of any of the foregoing, and all books
and records (including, without limitation, customer lists,
credit files, computer programs, print-outs and other computer
materials and records) of Debtor pertaining to any of the
foregoing (hereinafter, collectively, the "Collateral").

      This security interest in the Collateral shall secure
payment of the Notes, and shall secure performance by Debtor of
its obligations under the Agreement, the Notes, this Security
Agreement and all other documents executed between Debtor and
the Secured Party (the "Transactional Documents") (all of which
obligations are referred to as the "Obligations").

3.   Additional Documentation.  At the Secured Party's request, Debtor shall
execute and deliver to the Secured Party, at any time hereafter,
all supplemental documentation that the Secured Party may
reasonably request to perfect the security interests granted the
Secured Party hereby, in form and substance acceptable to the
Secured Party, and pay the costs of any recording or filing of
the same.  Debtor agrees that a carbon, photographic, or other
reproduction of this Security Agreement or of a financing
statement is sufficient as a financing statement.  Debtor,
immediately on acquiring property for which separate perfection
is necessary, shall deliver to the Secured Party any and all
evidence of ownership of any such property (including, without
limitation, properly endorsed certificates of title and
applications for title and assignments of Interstate Commerce
Commission licenses) and shall take all such action as may be
necessary to perfect the Secured Party's security interest in
such property.

4.    Inspections.  After reasonable prior notice, the Secured Party (by any
of its officers, employees or agents) shall have the right, at
any time, and from time to time during Debtor's usual business
hours, to inspect the Collateral, all records related thereto
(and to make extracts from such records) and the premises upon
which any of the Collateral is located, to discuss Debtor's
affairs and finances with any accountant, account debtor or
creditor of Debtor and to verify the amount, quality, quantity,
value and condition of, or any other matter relating to, the
Collateral.

 5.    Financing Statements.  Debtor will take all necessary action to permit
the Secured Party immediately to perfect its first lien and
security in the Collateral, whether by filing UCC-1 financing
statements, by filing financing statements required by motor
vehicle titling authorities to perfect the Secured Party's
security interest in any motor vehicles which may be included in
the Equipment or, at the Secured Party's request, by showing the
Secured Party as holder of such security interest on the
certificate of title for such Equipment.  Such filings shall be
in form and substance reasonably required by the Secured Party,
and Debtor will pay all costs of recording and filing any
financing, continuation or termination statements with respect
to the security interest created by this Security Agreement,
together with costs and expenses of any lien search required by
the Secured Party.

 6.     Insurance.  Debtor will maintain insurance coverage on the Collateral
in accordance with the applicable provisions of the Agreement.

 7.    Representations and Warranties.  Debtor hereby represents and warrants
unto the Secured Party that, at the execution hereof and during
the term of this Security Agreement, and as long as any of the
Indebtedness under the Transactional Documents remains unpaid,
unless otherwise consented to in writing by the Secured Party:

 a.
      All of the representations and warranties contained in the
      Transactional Documents are true and correct.

 b.
      The security interest granted to the Secured Party in the
      Collateral shall constitute a first lien, and Debtor is and
      shall be lawfully possessed and the sole owner of the
      Collateral, and are authorized to pledge, sell, consign,
      assign, transfer and create a security interest in the same.

 c.
      The Collateral shall continue to be free from all pledges,
      liens, encumbrances and security interests or other claims
      in favor of others, of any kind or character, legal or
      equitable, except the first lien and security interest in
      favor of the Secured Party created by this Security
      Agreement, and that Debtor will warrant, and, at the Secured
      Party's request, defend the same from all claims and demands
      of all other persons.


d.
      The Collateral will only be used by Debtor in the operation
      of its business, including the operation of the Houston FBO,
      and will not be held for sale or leased to others, or
      otherwise disposed of by Debtor.
                                                                          
e.
      Any guarantee, security, property or right received by
      Debtor in connection with the Collateral shall be received
      by it as an agent of, and on behalf of, the Secured Party
      and will be kept separate from other property of Debtor,
      capable of identification, and will be delivered and paid
      immediately by Debtor to the Secured Party as additional
      security.

f.
      The offices or locations where Debtor keeps or will keep the
      Collateral and books and records concerning the Collateral
      are located only at (i) the Houston FBO, (ii) 4109 Frye
      Street, The Colony, Texas  75056, and 5858 Westheimer, Suite
      700, Houston, Texas  77057 c/o Michael S. Burg, Esq.  Such
      addresses or locations include and designate Debtor's
      registered office, principal place of business and other
      offices and places of business, and are the sole offices,
      residences and places of business of Debtor.  Debtor shall
      not establish any other such office or location without the
      Secured Party's prior written consent, which consent shall
      not be unreasonably withheld or delayed; provided, however,
      that in no event shall any such office or location be
      outside the United States of America or in any jurisdiction
      which has not adopted Article 9 of the Uniform Commercial
      Code; and provided, further, that in connection with any
      move permitted hereunder Debtor shall provide the Secured
      Party with reasonable written notice of such move (in no
      event later than thirty (30) days before such move), along
      with a list of all Uniform Commercial Code filings and other
      filings or recordings which are necessary to perfect a
      security interest in the Collateral, and a reasonable
      opportunity (in no event fewer than thirty (30) days) to
      perfect such interests in the jurisdiction to which the
      office or location is moved, such interests to be perfected
      at Debtor's cost and expense.

g.
      Except for the due and proper filing of financing statements
      on Form UCC-1, and filings with motor vehicle lien recording
      authorities, no further action is required to establish and
      perfect the first lien and security interest of the Secured
      Party in and to the Collateral.

8.     Affirmative Covenants.  Debtor hereby covenants and warrants unto the
Secured Party that at the execution hereof and during the term
of this Security Agreement, and as long as any of the
Indebtedness under the Transactional Documents remains unpaid,
unless otherwise consented to in writing by the Secured Party:

a.
      Debtor will comply with all of the affirmative covenants set
      forth in the Transactional Documents.

b.
      Debtor will, not later than thirty (30) days after acquiring
      additional Collateral, promptly advise the Secured Party of
      the type, description, nature, cost and quantity thereof. 
      Should Debtor at any time fail to advise the Secured Party
      of any such acquisition, such failure shall not affect,
      diminish, modify or limit the Secured Party's lien or
      security interest in all Collateral which Debtor may acquire
      from time to time hereafter.

c.
      Debtor will, at its own cost and expense, keep the
      Collateral in as good and substantial repair as the same is
      when acquired, reasonable wear and tear excepted.

d.
      Debtor will comply with all of the requirements of law in
      order to preserve and perfect the Secured Party's security
      interest in the Collateral.

e.
      Debtor will promptly (and in no event later than two (2)
      Business Days) advise the Secured Party, after discovery of
      any new facts which, under applicable law, would affect the
      priority of the security interest granted to the Secured
      Party by this Security Agreement.

f.
      Debtor will provide the Secured Party, promptly following
      request therefor, timely evidence of the existence of all
      policies of insurance required by the Secured Party to be
      maintained as provided for herein and evidence that the
      Secured Party is named thereon as a loss payee, as its
      interest may appear.

g.
      Debtor will notify the Secured Party immediately of any
      information which Debtor have or may receive with regard to
      the Collateral which might in any way materially and
      adversely affect the value of same or the rights or remedies
      of the Secured Party in respect thereof.

9.        Negative Covenants.  Debtor hereby covenants and warrants unto the
Secured Party that, at the execution hereof and during the term
of this Security Agreement, and as long as any of the
Indebtedness under the Transactional Documents remains unpaid,
Debtor shall not, without the prior written consent of the
Secured Party:

a.
      Fail to comply with any of the negative covenants set forth
      in the Transactional Documents.

b.
      Pledge, assign or encumber the Collateral to any entity
      other than the Secured Party or create, suffer or permit to
      be created any lien thereon, whether such lien is superior
      or inferior to that of the Secured Party.

c.
      Sell, lease or have removed from the locations listed in
      Section 7(f) hereof, any Collateral or other assets except
      in the ordinary course of business.

10.    Event of Default.  Any Event of Default under any other Transactional
Documents, shall constitute an Event of Default hereunder.  

11.   Remedies.  On an Event of Default, and at any time thereafter prior to
its cure, Secured Party may declare all obligations secured
hereby, although otherwise unmatured and contingent, to be
immediately due and payable, without notice or demand
whatsoever.  Secured Party shall have, in addition to any other
rights and remedies contained in the Agreement and any other
document executed in connection with the Agreement, all the
rights and remedies of a secured party under the applicable
Uniform Commercial Code or other applicable law, all of which
rights and remedies shall be cumulative and nonexclusive, to the
extent permitted by law.

      On an Event of Default, and at any time thereafter prior to
its cure, Secured Party has the right (i) to enter upon the
premises of Debtor without any obligation to pay rent to Debtor,
through self-help and without judicial process, without first
obtaining a final judgment or giving Debtor notice and
opportunity for a hearing on the validity of Secured Party's
claim, or any other place or places where the Collateral is
located and kept, without such entry constituting a breach of
the peace, and to remove the Collateral therefrom to the
premises of Secured Party or any agent of Secured Party, for
such time as Secured Party may desire, effectively to collect or
liquidate the Collateral, or (ii) to require Debtor to assemble
the Collateral and make it available to Secured Party, at
Debtor's expense, at a place to be designated, in Secured
Party's sole discretion, and Debtor waives all claims of damages
due to or arising from or connected with any such taking.

      On an Event of Default, and at any time thereafter prior to
its cure, Secured Party has the right (i) to lease, sell or
otherwise dispose of all or any Collateral in its then
condition, or after any further manufacturing or processing
thereof, at public or private sale or sales, with such notice as
may be required by law (it being agreed by Debtor that, in the
absence of any contrary requirement of law, five (5) days' prior
notice of a public or private sale of Collateral shall be deemed
reasonable notice), in lots or in bulk, for cash or on credit,
all as Secured Party, in its sole discretion, may deem
advisable; (ii) to adjourn such sales from time to time with or
without notice; and (iii) to conduct such sales on Debtor's
premises or elsewhere and use Debtor's premises without charge
for such sales for such time or times as Secured Party may see
fit.  Secured Party is hereby granted a license or other right
to use, without charge, Debtor's labels, patents, copyrights,
rights of use of any name, trade secrets, trade names,
trademarks and advertising matter, or any property of a similar
nature, as it pertains to the Collateral, in advertising for
sale and selling any Collateral, and Debtor's rights under all
licenses and all franchise agreements shall inure to Secured
Party's benefit.  Secured Party shall have the right to sell,
lease or otherwise dispose of any Collateral, or any part
thereof, for cash, credit or any combination thereof, and
Secured Party may purchase all or any part of the Collateral at
public or, to the extent permitted by law, private, sale and, in
lieu of actual payment of such purchase price, may set off the
amount of such price against Debtor's obligations to Secured
Party.  The proceeds realized from the sale of any Collateral
shall be applied, first, to the reasonable costs, expenses and
attorneys' fees incurred by Secured Party for collection and for
acquisition, completion, protection, removal, storage, sale and
delivery of the Collateral; second, to interest due upon any of
Debtor's obligations to Secured Party; and, third, to the
principal of Debtor's obligations to Secured Party.  If any
deficiency shall arise, Debtor shall remain liable to Secured
Party therefor.

      Secured Party shall also have the right to notify all
account debtors to pay all amounts due after an Event of Default
directly to Secured Party at the address set forth in Secured
Party's notice to such account debtors.

      In any exercise of the rights of Secured Party under this
Security Agreement, any combination or all of the Collateral may
be offered for sale for one total price, and the proceeds of any
such sale accounted for in one account without distinction
between the items of security or without assignment to them of
any proportion of such proceeds, Debtor hereby waiving the
application of any doctrine of marshalling.

      Any notice required to be given by Secured Party of a sale,
lease or other disposition of the Collateral or any other
intended action by Secured Party, given at least five (5) days
prior to such proposed action, shall constitute commercially
reasonable and fair notice thereof to Debtor.

      All remedies hereunder are cumulative and not alternative. 
The remedies set forth herein are in addition to all other
remedies available to Secured Party at law and in equity.

12.  Attorney-in-Fact.  Debtor hereby appoints the Secured Party as Debtor's
attorney-in-fact to do any and every act which Debtor is
obligated by this Security Agreement to do, and exercise all
rights of Debtor in the Collateral and to do all other things
necessary or desirable to preserve and protect the Collateral
and to protect the Secured Party's interest in said Collateral. 
Anyone to whom the Secured Party represents its authority and
capacity to act as attorney-in-fact for Debtor shall be entitled
to rely on the Secured Party's sole representation of such
authority (without any further evidence thereof), and Debtor
agrees to hold harmless anyone taking any action in reliance on
the Secured Party's authority as Debtor's attorney-in-fact.

13.     Termination.  On the payment in full of all of Debtor's Indebtedness
under the Transactional Documents, this Security Agreement shall
terminate, except that all representations and warranties of
Debtor contained herein shall survive.

14.     Notices.  All notices, requests, demands, directions and other commu-
nications required or permitted under the provisions of this
Security Agreement, or otherwise with respect hereto, shall be
in writing and shall be:  (i) mailed by first class registered
or certified mail, return receipt requested, postage prepaid; or
(ii) sent by next day business courier (such as Federal Express
or the like); or (iii) personally delivered; or (iv) transmitted
by fax, telegram or telex (with a hard copy to follow within
twenty-four (24) hours by first class registered or certified
mail, return receipt requested, postage prepaid, or by next day
business courier [such as Federal Express or the like], or by
personal delivery), as follows:

if to the Debtor, to:

      TigerAir, Inc.
      c/o Wallace E. Congdon
      4109 Frye Street
      The Colony, Texas  75056
      Facsimile:  (214) 370-0630        

with a copy to:

      Michael S. Burg, Esq.
      5858 Westheimer, Suite 700
      Houston, Texas  77057
      Facsimile:  (713) 974-2351        


if to the Secured Party, to:

      Aero Services International, Inc.
      660 Newton-Yardley Road
      Newton, Pennsylvania  18940
      Attention:  James Affleck
      Facsimile:  (215) 968-6010        

with a copy to:

      Eckert Seamans Cherin & Mellott
      One South Market Square Building
      213 Market Street, P. O. Box 1248
      Harrisburg, PA  17108-1248
      Attention:  Christopher M. Cicconi, Esquire
      Facsimile:  (717) 237-6019

or to such other address(es) or to the attention of such other
person(s) and officer(s) as the addressee of any such notice
shall have previously furnished to the sender in writing.  Each
notice or communication which shall be transmitted in the manner
described above, or which shall be delivered to a telegraph
company, shall be deemed sufficiently given, served, sent, or
received for all purposes at such time as it is sent to the
addressee (with return receipt, delivery receipt [or with
respect to a telex the answer back, or a fax the activity
report] being deemed conclusive evidence of such mailing,
transmission or delivery), or at such time as delivery is
refused by the addressee on presentation.  

 15.  Modification or Amendment.  This Security Agreement may not be changed,
amended or modified in any way nor may any right or remedy with
respect hereto be waived or released, except by an agreement in
writing signed by the party against whom enforcement of any
change, amendment, modification, waiver or release is sought.

 16.     Rights, Remedies and Powers.  Each and every right, remedy and power
granted to the Secured Party hereunder (i) shall be cumulative
and in addition to any other right, remedy or power held by the
Secured Party or now or hereafter existing in equity, at law, by
statute or otherwise, or available to the Secured Party under
the Transactional Documents or any other document executed in
connection with the Indebtedness under the Transactional
Documents, and (ii) may be exercised independently and as often
and in such order as the Secured Party may deem expedient.  No
failure on the part of the Secured Party to exercise, and no
delay in exercising, any right hereunder shall operate as a
waiver of such right; nor shall any single or partial exercise
of any right hereunder, or under the Transactional Documents
preclude any other or further exercise of such right or the
exercise of any other right.

17.     Successors and Assigns.  This Security Agreement shall be binding on
and inure to the benefit of the Secured Party and Debtor and its
successors and assigns, except that Debtor may not assign or
transfer any of its rights under this Security Agreement without
the prior written consent of the Secured Party.

18.         Illegality.  In the event that any one or more of the provisions
contained in this Security Agreement should be invalid, illegal
or unenforceable in any respect, then the validity, legality and
enforceability of the remaining provisions contained herein
shall not in any way be affected or impaired thereby.

19.          Controlling Law.  This Security Agreement shall be construed in
accordance with and governed by the substantive law of the
Commonwealth of Pennsylvania, including its statutes of
limitation but without regard to its rules governing conflict of
laws.

 20.     Consent to Jurisdiction.  Debtor hereby consents to the jurisdiction
and venue of the federal and state courts located in, or having
jurisdiction over, Bucks, Pennsylvania, in any action brought by
or against Debtor, on, mentioning, related to or connected with
this Security Agreement.

 21.   Waiver of Jury Trial.  Debtor hereby knowingly waives the right to any
jury trial in any action, proceeding, or counterclaim arising
out of or in any way connected with this Security Agreement.

 22.    Section Headings.  Section headings are inserted for convenience only
and shall not affect any construction or interpretation of this
Security Agreement.

23.        Counterparts.  This Security Agreement may be executed in several
counterparts, each of which will be deemed to be an original,
and in each case such counterparts will constitute one and the
same instrument.

      IN WITNESS WHEREOF, the parties hereto have caused this
Security Agreement to be executed in their respective names as
of the date hereinabove written.


      DEBTOR:
     TIGERAIR, INC.


Allison L. Blumer                                   By: W. E. Congdon 
                          
Assistant Secretary                                 Its:President        
                             



   SECURED PARTY:
 AERO SERVICES INTERNATIONAL, INC.


Christopher Cicconi                               By: Paul R. Slack   
Secretary                                         Its:Assistant Secretary 
                        

STATE OF TEXAS   :
                 : SS
COUNTY OF HARRIS :


 On this, the 8th day of November, 1995, before me, the undersigned officer, 
personally appeared WALLACE E. CONGDON, who acknowledged himself to be the 
President of TIGERAIR, INC., a Texas corporation, and that he as such
President, being authorized to do so, executed the foregoing instrument
for the purposes therein contained by signing the name of TIGERAIR, INC. as
President.

     IN WITNESS WHEREOF, I hereunto set my hand and official seal.



      Allison L. Blumer           
      Notary Public