<PAGE>   1
                                                                 EXHIBIT 10.10


                          COMMERCIAL SECURITY AGREEMENT
                        (FIBT Form 000-70034 (Rev. 9/86))


                              Dated March 27, 1998



<TABLE>
<CAPTION>
Debtor(s)                                 Secured Party
<S>                                       <C>
CONDOR HOLDINGS, INC.                     WELLS FARGO BANK (TEXAS),
11545 Pagemill Road                       NATIONAL ASSOCIATION
Dallas, Texas  75243                      1445 Ross Avenue
(HEREINAFTER REFERRED TO AS "DEBTOR"      Dallas, Texas 75202
WHETHER ONE OR MORE)                      (HEREINAFTER REFERRED TO AS "SECURED
                                          PARTY")


</TABLE>

     FOR VALUE RECEIVED, the receipt and sufficiency of which is hereby
acknowledged, Debtor grants to Secured Party the security interest (and the
pledges and assignments as applicable) hereinafter set forth and agrees with
Secured Party as follows:

         a.         OBLIGATIONS SECURED. The security interest and pledges and
               assignments as applicable granted hereby are to secure punctual
               payment and performance of the following: (i) that certain
               Guaranty Agreement of even date herewith executed by Debtor in
               favor of Secured Party, and any and all extensions, renewals,
               modifications and rearrangements thereof; and (ii) any and all
               other indebtedness, liabilities and obligations whatsoever and of
               whatever nature of Debtor to Secured Party whether direct or
               indirect, absolute or contingent, primary or secondary, due or to
               become due and whether now existing or hereafter arising and
               howsoever evidenced or acquired, whether joint or several, or
               joint and several (all of which are herein separately and
               collectively referred to as the "Obligations"). Debtor
               acknowledges that the security interest (and pledges and
               assignments as applicable) hereby granted shall secure all future
               advances from Secured Party to Debtor, as well as any and all
               other indebtedness, liabilities and obligations of Debtor to
               Secured Party whether now in existence or hereafter arising.

         b.         USE OF COLLATERAL. Debtor represents, warrants and 
               covenants that the Collateral will be used by the Debtor 
               primarily for business use, unless otherwise specified as 
               follows:


______ Personal, family or household purposes;
______ Farming operations.



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         c.         DESCRIPTION OF COLLATERAL. Debtor hereby grants to Secured 
               Party a security interest in (and hereby pledges and assigns as
               applicable) and agrees that Secured Party shall continue to have
               a security interest in (and a pledge and assignment as
               applicable), the following property, to-wit: 

(DEBTOR TO INITIAL APPROPRIATE BLANKS)

      [X]  ALL ACCOUNTS. A security interest in all accounts now owned or
           existing as well as any and all that may hereafter arise or be
           acquired by Debtor, and all the proceeds and products thereof,
           including without limitation, all notes, drafts, acceptances,
           instruments and chattel paper arising therefrom, and all returned or
           repossessed goods arising from or relating to any such accounts, or
           other proceeds of any sale or other disposition of inventory.

      [X]  ALL INVENTORY.  A security interest in all of Debtor's inventory, 
           including all goods, merchandise, raw materials, goods in process,
           finished goods and other tangible personal property, wheresoever
           located, now owned or hereafter acquired and held for sale or lease
           or furnished or to be furnished under contracts for service or used
           or consumed in Debtor's business and all additions and accessions
           thereto and contracts with respect thereto and all documents of title
           evidencing or representing any part thereof, and all products and
           proceeds thereof, including, without limitation, all of such which is
           now or hereafter located at the following locations: (give locations)

           1.  1933 N.W. 21st Terrace
               Miami, Florida  33142

           2.  11545 Pagemill Road
               Dallas, Texas  75243

           3.  The additional locations described on Schedule 1 hereto.

      [X]  ALL EQUIPMENT. A security interest in all equipment of every
           nature and description whatsoever now owned or hereafter
           acquired by Debtor including all appurtenances and additions thereto
           and substitutions therefor, wheresoever located, including all tools,
           parts and accessories used in connection therewith.

      [X]  GENERAL INTANGIBLES. A security interest in all general
           intangibles and other personal property now owned or hereafter
           acquired by Debtor other than goods, accounts, chattel paper,
           documents and instruments.

      [X]  CHATTEL PAPER. A security interest in all of Debtor's interest
           under chattel paper, lease agreements and other instruments or
           documents, whether now existing or owned by Debtor or hereafter
           arising or acquired by Debtor, evidencing both a debt and security
           interest in or lease of specific goods.



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<PAGE>   3

      [X]  INSTRUMENTS. A pledge and assignment of and security interest
           in all of Debtor's now owned or existing as well as hereafter
           acquired or arising instruments and documents.

      [ ]  OTHER.  A security interest in all of Debtor's interest, now owned 
           or hereafter acquired, in and to the property described below: (give 
           description)

      The term "Collateral" as used in this Agreement shall mean and include,
and the security interest (and pledge and assignment as applicable) shall cover,
all of the foregoing property, whether now owned or hereafter acquired, as well
as any accessions, additions and attachments thereto and the proceeds and
products thereof, including without limitation, all cash, general intangibles,
accounts, inventory, equipment, fixtures, farm products, notes, drafts,
acceptances, securities, instruments, chattel paper, insurance proceeds payable
because of loss or damage, or other property, benefits or rights arising
therefrom, and in and to all returned or repossessed goods arising from or
relating to any of the property described herein or other proceeds of any sale
or other disposition of such property.

      As additional security for the punctual payment and performance of the
Obligations, and as part of the Collateral, Debtor hereby grants to Secured
Party a security interest in, and a pledge and assignment of, any and all money,
property, deposit accounts, accounts, securities, documents, chattel paper,
claims, demands, instruments, items or deposits of the Debtor, and each of them,
or to which any of them is a party, now held or hereafter coming within Secured
Party's custody or control, including, without limitation, all certificates of
deposit and other depository accounts, whether such have matured or the exercise
of Secured Party's rights results in loss of interest or principal or other
penalty on such deposits, but excluding deposits subject to tax penalties if
assigned. Without prior notice to or demand upon the Debtor, Secured Party may
exercise its rights granted above at any time when a default has occurred or
Secured Party deems itself insecure. Secured Party's rights and remedies under
this paragraph shall be in addition to and cumulative of any other rights or
remedies at law and equity, including, without limitation, any rights of set-off
to which Secured Party may be entitled.

         d.           REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR.
               Debtor represents and warrants as follows:

               i.           OWNERSHIP; NO ENCUMBRANCES. Except for the
                      security interest (and pledges and assignments as
                      applicable) granted hereby, the Debtor is, and as to any
                      property acquired after the date hereof which is included
                      within the Collateral, Debtor will be, the owner of all
                      such Collateral free and clear from all charges, liens,
                      security interests, adverse claims and encumbrances of any
                      and every nature whatsoever.

               ii.          NO FINANCING STATEMENTS. There is no financing 
                      statement or similar filing now on file in any public
                      office covering any part of the Collateral, and Debtor
                      will not execute and there will not be



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                      on file in any public office any financing statement or
                      similar filing except the financing statements filed or to
                      be filed in favor of Secured Party.

               iii.         ACCURACY OF INFORMATION. All information furnished 
                      to Secured Party concerning Debtor, the Collateral and the
                      Obligations, or otherwise for the purpose of obtaining or
                      maintaining credit, is or will be at the time the same is
                      furnished, accurate and complete in all material respects.

               iv.         AUTHORITY.  Debtor has full right and authority to 
                      execute and perform this Agreement and to create the
                      security interest (and pledges and assignment as
                      applicable) created by this Agreement. The making and
                      performance by Debtor of this Agreement will not violate
                      any articles of incorporation, bylaws or similar document
                      respecting Debtor, any provision of law, any order of
                      court or governmental agency, or any indenture or other
                      agreement to which Debtor is a party, or by which Debtor
                      or any of Debtor's property is bound, or be in conflict
                      with, result in a breach of or constitute (with due notice
                      and/or lapse of time) a default under any such indenture
                      or other agreement, or result in the creation or
                      imposition of any charge, lien, security interest, claim
                      or encumbrance of any and every nature whatsoever upon the
                      Collateral, except as contemplated by this Agreement.

               v.          ADDRESSES. The address of Debtor designated at the 
                      beginning of this Agreement is Debtor's place of business
                      if Debtor has only one place of business; Debtor's chief
                      executive office if Debtor has more than one place of
                      business; or Debtor's residence if Debtor has no place of
                      business. Debtor agrees not to change such address without
                      advance written notice to Secured Party.

         e.           GENERAL COVENANTS.  Debtor covenants and agrees as 
               follows:

               i.          OPERATION OF THE COLLATERAL.  Debtor agrees to 
                      maintain and use the Collateral solely in the conduct of
                      its own business, in a careful and proper manner, and in
                      conformity with all applicable permits or licenses. Debtor
                      shall comply in all respects with all applicable statutes,
                      laws, ordinances and regulations. Debtor shall not use the
                      Collateral in any unlawful manner or for any unlawful
                      purposes, or in any manner or for any purpose that would
                      expose the Collateral to unusual risk, or to penalty,
                      forfeiture or capture, or that would render inoperative
                      any insurance in connection with the Collateral.



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<PAGE>   5

               ii.         CONDITION. Debtor shall maintain, service and repair 
                      the Collateral so as to keep it in good operating
                      condition. Debtor shall replace within a reasonable time
                      all parts that may be worn out, lost, destroyed or
                      otherwise rendered unfit for use, with appropriate
                      replacement parts. Debtor shall obtain and maintain in
                      good standing at all times all applicable permits,
                      licenses, registrations and certificates respecting the
                      Collateral.

               iii.        ASSESSMENTS. Debtor shall promptly pay when due all 
                      taxes, assessments, license fees, registration fees, and
                      governmental charges levied or assessed against Debtor or
                      with respect to the Collateral or any part thereof.

               iv.         NO ENCUMBRANCES. Debtor agrees not to suffer or 
                      permit any charge, lien, security interest, adverse claim
                      or encumbrance of any and every nature whatsoever against
                      the Collateral or any part thereof.

               v.          NO REMOVAL. Except as otherwise provided in this 
                      Agreement, Debtor shall not remove the Collateral from the
                      county or counties designated at the beginning of this
                      Agreement without Secured Party's prior written consent.

               vi.         NO TRANSFER. Except as otherwise provided in this 
                      Agreement with respect to inventory, Debtor shall not,
                      without the prior written consent of Secured Party, sell,
                      assign, transfer, lease, charter, encumber, hypothecate or
                      dispose of the Collateral, or any part thereof, or
                      interest therein, or offer to do any of the foregoing.

               vii.        NOTICES AND REPORTS.  Debtor shall promptly notify 
                      Secured Party in writing of any change in the name,
                      identity or structure of Debtor, any charge, lien,
                      security interest, claim or encumbrance asserted against
                      the Collateral, any litigation against Debtor or the
                      Collateral, any theft, loss, injury or similar incident
                      involving the Collateral, and any other material matter
                      adversely affecting Debtor or the Collateral. Debtor shall
                      furnish such other reports, information and data regarding
                      Debtor's financial condition and operations, the
                      Collateral and such other matters as Secured Party may
                      request from time to time.

               viii.       LANDLORD'S WAIVERS. Debtor shall furnish to Secured 
                      Party, if requested, a landlord's waiver of all liens with
                      respect to any Collateral covered by this Agreement that
                      is or may be located upon




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                      leased premises, such landlord's waivers to be in such
                      form and upon such terms as are acceptable to Secured
                      Party.

              ix.          ADDITIONAL FILINGS. Debtor agrees to execute
                      and deliver such financing statement or statements, or
                      amendments thereof or supplements thereto, or other
                      documents as Secured Party may from time to time require
                      in order to comply with the Texas Uniform Commercial Code
                      (or other applicable state law of the jurisdiction where
                      any of the Collateral is located) and to preserve and
                      protect the Secured Party's rights to the Collateral.

              x.           PROTECTION OF COLLATERAL.  Secured Party, at its 
                      option, whether before or after default, but without any
                      obligation whatsoever to do so, may (a) discharge taxes,
                      claims, charges, liens, security interests, assessments or
                      other encumbrances of any and every nature whatsoever at
                      any time levied, placed upon or asserted against the
                      Collateral, (b) place and pay for insurance on the
                      Collateral, including insurance that only protects Secured
                      Party's interest, (c) pay for the repair, improvement,
                      testing, maintenance and preservation of the Collateral,
                      (d) pay any filing, recording, registration, licensing or
                      certification fees or other fees and charges related to
                      the Collateral, or (e) take any other action to preserve
                      and protect the Collateral and Secured Party's rights and
                      remedies under this Agreement as Secured Party may deem
                      necessary or appropriate. Debtor agrees that Secured Party
                      shall have no duty or obligation whatsoever to take any of
                      the foregoing action. Debtor agrees to promptly reimburse
                      Secured Party upon demand for any payment made or any
                      expense incurred by the Secured Party pursuant to this
                      authorization. These payments and expenditures, together
                      with interest thereon from date incurred until paid by
                      Debtor at the maximum contract rate allowed under
                      applicable laws, which Debtor agrees to pay, shall
                      constitute additional Obligations and shall be secured by
                      and entitled to the benefits of this Agreement.

              xi.          INSPECTION. Debtor shall at all reasonable times 
                      allow Secured Party by or through any of its officers,
                      agents, attorneys or accountants, to examine the
                      Collateral, wherever located, and to examine and make
                      extracts from Debtor's books and records.

              xii.         FURTHER ASSURANCES. Debtor shall do, make, procure, 
                      execute and deliver all such additional and further acts,
                      things, deeds, interests and assurances as Secured Party
                      may require from time to time to protect, assure and
                      enforce Secured Party's rights and remedies.



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              xiii.        INSURANCE.  Debtor shall have and maintain insurance 
                      at all time with respect to all tangible Collateral
                      insuring against risks of fire (including so-called
                      extended coverage), theft and other risks as Secured Party
                      may require, containing such terms, in such form and
                      amounts and written by such companies as may be
                      satisfactory to Secured Party, all of such insurance to
                      contain loss payable clauses in favor of Secured Party as
                      its interest may appear. All policies of insurance shall
                      provide for ten (10) days' written minimum cancellation
                      notice to Secured Party and at the request of Secured
                      Party shall be delivered to and held by it. Secured Party
                      is hereby authorized to act as attorney for Debtor in
                      obtaining, adjusting, settling and canceling such
                      insurance and endorsing any drafts or instruments. Secured
                      Party shall be authorized to apply the proceeds from any
                      insurance to the Obligations secured hereby whether or not
                      such Obligations are then due and payable. Debtor
                      specifically authorizes Secured Party to disclose
                      information from the policies of insurance to prospective
                      insurers regarding the Collateral.

              xiv.         ADDITIONAL COLLATERAL.  If Secured Party should at 
                      any time be of the opinion that the Collateral is
                      impaired, not sufficient or has declined or may decline in
                      value, or should Secured Party deem payment of the
                      Obligations to be insecure, then Secured Party may call
                      for additional security satisfactory to Secured Party, and
                      Debtor promises to furnish such additional security
                      forthwith. The call for additional security may be oral,
                      by telegram, or United States mail addressed to Debtor,
                      and shall not affect any other subsequent right of Secured
                      Party to exercise the same.

         f.           ADDITIONAL PROVISIONS REGARDING ACCOUNTS.  The following 
              provisions shall apply to all accounts included within the 
              Collateral:

              i.           DEFINITIONS.  The term "account", as used in this
                      Agreement, shall have the same meaning as set forth in the
                      Uniform Commercial Code of Texas in effect as of the date
                      of execution hereof, and as set forth in any amendment to
                      the Uniform Commercial Code of Texas to become effective
                      after the date of execution hereof, and also shall include
                      all present and future notes, instruments, documents,
                      general intangibles, drafts, acceptances and chattel paper
                      of Debtor, and the proceeds thereof.

              ii.          ADDITIONAL WARRANTIES.  As of the time any account
                      becomes subject to the security interest (or pledge of 
                      assignment as



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                      applicable) granted hereby, Debtor shall be deemed further
                      to have warranted as to each and all of such accounts as
                      follows: (a) each account and all papers and documents
                      relating thereto are genuine and in all respects what they
                      purport to be; (b) each account is valid and subsisting
                      and arises out of a bona fide sale of goods sold and
                      delivered to, or out of and for services theretofore
                      actually rendered by the Debtor to, the account debtor
                      named in the account; (c) the amount of the account
                      represented as owing is the correct amount actually and
                      unconditionally owing except for normal cash discounts and
                      is not subject to any set-offs, credits, defenses or
                      counter- charges; and (d) Debtor is the owner thereof free
                      and clear of any charges, liens, security interests,
                      adverse claims and encumbrances of any and every nature
                      whatsoever.

              iii.         COLLECTION OF ACCOUNTS.  Secured Party shall have 
                      the right in its own name or in the name of the Debtor,
                      whether before or after default, to require Debtor
                      forthwith to transmit all proceeds of collection of
                      accounts to Secured Party, to notify any and all account
                      debtors to make payments of the accounts directly to
                      Secured Party, to demand, collect, receive, receipt for,
                      sue for, compound and give acquittal for, any and all
                      amounts due or to become due on the accounts and to
                      endorse the name of the Debtor on all commercial paper
                      given in payment or part payment thereof, and in Secured
                      Party's discretion to file any claim or take any other
                      action or proceeding that Secured Party may deem necessary
                      or appropriate to protect and preserve and realize upon
                      the accounts and related Collateral. Unless and until
                      Secured Party elects to collect accounts, and the
                      privilege of Debtor to collect accounts is revoked by
                      Secured Party in writing, Debtor shall continue to collect
                      accounts, account for same to Secured Party, and shall not
                      commingle the proceeds of collection of accounts with any
                      funds of the Debtor. In order to assure collection of
                      accounts in which Secured Party has a security interest
                      (or pledge or assignment of as applicable) hereunder,
                      Secured Party may notify the post office authorities to
                      change the address for delivery of mail addressed to
                      Debtor to such address as Secured Party may designate, and
                      to open and dispose of such mail and receive the
                      collections of accounts included herewith. Secured Party
                      shall have no duty or obligation whatsoever to collect any
                      account, or to take any other action to preserve or
                      protect the Collateral; however, should Secured Party
                      elect to collect any account or take possession of any
                      Collateral, Debtor releases Secured Party from any claim
                      or claims for loss or damage arising from any act or
                      omission in connection therewith.



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              iv.          IDENTIFICATION AND ASSIGNMENT OF ACCOUNTS.  Upon 
                      Secured Party's request, whether before or after default,
                      Debtor shall take such action and execute and deliver such
                      documents as Secured Party may reasonably request in order
                      to identify, confirm, mark, segregate and assign accounts
                      and to evidence Secured Party's interest in same. Without
                      limitation of the foregoing, Debtor, upon request, agrees
                      to assign accounts to Secured Party, identify and mark
                      accounts as being subject to the security interest (or
                      pledge or assignment as applicable) granted hereby, mark
                      Debtor's books and records to reflect such assignments,
                      and forthwith to transmit to Secured Party in the form as
                      received by Debtor any and all proceeds of collection of
                      such accounts.

              v.           ACCOUNT REPORTS.  Upon Secured Party's request, 
                      Debtor will deliver to Secured Party, prior to the tenth
                      (10th) day of each month, or on such other frequency as
                      Secured Party may request, a written report in form and
                      content satisfactory to Secured Party, showing a listing
                      and aging of accounts and such other information as
                      Secured Party may request from time to time. Debtor shall
                      immediately notify Secured Party of the assertion by any
                      account debtor of any set-off, defense or claim regarding
                      an account or any other matter adversely affecting an
                      account.

              vi.          SEGREGATION OF RETURNED GOODS.  Returned or 
                      repossessed goods arising from or relating to any accounts
                      included within the Collateral shall if requested by
                      Secured Party be held separate and apart from any other
                      property. Debtor shall as often as requested by Secured
                      Party, but not less often than weekly even though no
                      special request has been made, report to Secured Party the
                      appropriate identifying information with respect to any
                      such returned or repossessed goods relating to accounts
                      included in assignments or identifications made pursuant
                      hereto.

         g.           ADDITIONAL PROVISIONS REGARDING INVENTORY. The following 
              provisions shall apply to all inventory included within the 
              Collateral:

              i.           INVENTORY REPORTS.  Upon request by Secured Party, 
                      Debtor will deliver to Secured Party, prior to the tenth
                      (10th) day of each month, or on such other frequency as
                      Secured Party may request, a written report in form and
                      content satisfactory to Secured Party, with respect to the
                      preceding month or other applicable period, showing
                      Debtor's opening inventory, inventory acquired, inventory
                      sold, inventory returned, inventory used in Debtor's
                      business, closing inventory, any other inventory not
                      within the preceding



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                      categories, and such other information as Secured Party
                      may request from time to time. Debtor shall immediately
                      notify Secured Party of any matter adversely affecting the
                      inventory, including, without limitation, any event
                      causing loss or depreciation in the value of the inventory
                      and the amount of such possible loss or depreciation.

              ii.          LOCATION OF INVENTORY.  Debtor will promptly notify
                      Secured Party in writing of any addition to, change in or
                      discontinuance of its place(s) of business as shown in
                      this agreement, the places at which inventory is located
                      as shown herein, the location of its chief executive
                      office and the location of the office where it keeps its
                      records as set forth herein. All Collateral will be
                      located at the place(s) of business shown at the beginning
                      of this agreement as modified by any written notice(s)
                      given pursuant hereto, and all Collateral shall be in
                      possession of Debtor unless Secured Party is otherwise
                      notified by Debtor in writing.

              iii.         USE OF INVENTORY.  Unless and until the privilege of 
                      Debtor to use inventory in the ordinary course of Debtor's
                      business is revoked by Secured Party in the event of
                      default or if Secured Party deems itself insecure, Debtor
                      may use the inventory in any manner not inconsistent with
                      this Agreement, may sell that part of the Collateral
                      consisting of inventory provided that all such sales are
                      in the ordinary course of business, and may use and
                      consume any raw materials or supplies that are necessary
                      in order to carry on Debtor's business. A sale in the
                      ordinary course of business does not include a transfer in
                      partial or total satisfaction of a debt.

              iv.          ACCOUNTS AS PROCEEDS. All accounts that are proceeds 
                      of the inventory included within the Collateral shall be
                      subject to all of the terms and provisions hereof
                      pertaining to accounts.

              v.           PROTECTION OF INVENTORY. Debtor shall take all 
                      action necessary to protect and preserve the inventory.

         h.           ADDITIONAL PROVISIONS REGARDING SECURITIES AND SIMILAR 
              COLLATERAL. The following provisions shall apply to all 
              securities and similar property included within the Collateral:

              i.           ADDITIONAL WARRANTIES. As to each and all 
                      securities and  similar property included within the
                      Collateral (including securities hereafter acquired that
                      are part of the Collateral), Debtor further represents
                      and warrants, as of the time of delivery of same to
                      Secured Party, as follows: (a) such securities are
                      genuine, validly issued and outstanding, fully paid and
                      nonassessable, and are not



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                      issued in violation of the preemptive rights of any person
                      or of any agreement by which the issuer or obligor thereof
                      or Debtor is bound; (b) such securities are not subject to
                      any interest, option or right of any third person; (c)
                      such securities are in compliance with applicable law
                      concerning form, content and manner of preparation and
                      execution; and (d) Debtor acquired and holds the
                      securities in compliance with all applicable laws and
                      regulations.

              ii.          DIVIDENDS AND PROCEEDS.  Any and all payments, 
                      dividends, other distributions (including stock redemption
                      proceeds), or other securities in respect of or in
                      exchange for the Collateral, whether by way of dividends,
                      stock dividends, recapitalizations, mergers,
                      consolidations, stock splits, combinations or exchanges of
                      shares or otherwise, received by Debtor shall be held by
                      Debtor in trust for Secured Party and Debtor shall
                      immediately deliver same to Secured Party to be held as
                      part of the Collateral. Debtor may retain ordinary cash
                      dividends unless and until Secured Party requests that
                      same be paid and delivered to Secured Party (which Secured
                      Party may request either before or after default).

              iii.         COLLECTIONS.  Secured Party shall have the right at 
                      any time and from time to time (whether before or after
                      default) to notify and direct the issuer or obligor to
                      make all payments, dividends and distributions regarding
                      the Collateral directly to Secured Party. Secured Party
                      shall have the authority to demand of the issuer or
                      obligor, and to receive and receipt for, any and all
                      payments, dividends and other distributions payable in
                      respect thereof, regardless of the medium in which paid
                      and whether they are ordinary or extraordinary. Each
                      issuer and obligor making payment to Secured Party
                      hereunder shall be fully protected in relying on the
                      written statement of Secured Party that it then holds a
                      security interest which entitles it to receive such
                      payment, and the receipt by Secured Party for such payment
                      shall be full acquittance therefor to the one making such
                      payment.

              iv.          VOTING RIGHTS.  Upon default, or if Secured Party 
                      deems itself insecure, Secured Party shall have the right,
                      at its discretion, to transfer to or register in the name
                      of Secured Party or any nominee of Secured Party any of
                      the Collateral, and/or to exercise any or all voting
                      rights as to any or all of the Collateral. For such
                      purposes, Debtor hereby names, constitutes and appoints
                      the President or any Vice President of Secured Party as
                      Debtor's proxy in the Debtor's name, place and stead to
                      vote any and all of the securities, as such proxy may
                      elect, for and in the name, place and stead of Debtor, as
                      to all matters coming before shareholders, such



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                      proxy to be irrevocable and deemed coupled with an
                      interest. The rights, powers and authority of said proxy
                      shall remain in full force and effect, and shall not be
                      rescinded, revoked, terminated, amended or otherwise
                      modified, until all Obligations have been fully satisfied.

              v.           NO DUTY.  Secured Party shall never be liable for 
                      its  failure to give notice to Debtor of default in the
                      payment of or upon the Collateral. Secured Party shall
                      have no duty to fix or preserve rights against prior
                      parties to the Collateral and shall never be liable for
                      its failure to use diligence to collect any amount
                      payable in respect to the Collateral, but shall be liable
                      only to account to Debtor for what it may actually
                      collect or receive thereon. Without limiting the
                      foregoing, it is specifically understood and agreed that
                      Secured Party shall have no responsibility for
                      ascertaining any maturities, calls, conversions,
                      exchanges, offers, tenders, or similar matters relating
                      to any of the Collateral or for informing Debtor with
                      respect to any of such matters (irrespective of whether
                      Secured Party actually has, or may be deemed to have,
                      knowledge thereof). The foregoing provisions of this
                      paragraph shall be fully applicable to all securities or
                      similar property held in pledge hereunder, irrespective
                      of whether Secured Party may have exercised any right to
                      have such securities or similar property registered in
                      its name or in the name of a nominee.

              vi.          FURTHER ASSURANCES. Debtor agrees to execute such 
                      stock powers, endorse such instruments, or execute such
                      additional pledge agreements or other documents as may be
                      required by the Secured Party in order effectively to
                      grant to Secured Party the security interest in (and
                      pledge and assignment of) the Collateral and to enforce
                      and exercise Secured Party's rights regarding same.

              vii.         SECURITIES LAWS.  Debtor hereby agrees to cooperate 
                      fully with Secured Party in order to permit Secured Party
                      to sell, at foreclosure or other private sale, the
                      Collateral pledged hereunder. Specifically, Debtor agrees
                      to fully comply with the securities laws of the United
                      States and of the State of Texas and to take such action
                      as may be necessary to permit Secured Party to sell or
                      otherwise transfer the securities pledged hereunder in
                      compliance with such laws. Without limiting the foregoing,
                      Debtor, at its own expense, upon request by Secured Party,
                      agrees to effect and obtain such registrations, filings,
                      statements, rulings, consents, and other matters as
                      Secured Party may request.



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<PAGE>   13

              viii.        POWER OF ATTORNEY.  Debtor hereby makes, constitutes 
                      and appoints Secured Party or its nominee, its true and
                      lawful attorney in fact and in its name, place, and stead,
                      and on its behalf, and for its use and benefit to
                      complete, execute and file with the United States
                      Securities and Exchange Commission one or more notices of
                      proposed sale of securities pursuant to Rule 144 under the
                      Securities Act of 1933 and/or any similar filings or
                      notices with any applicable state agencies, and said
                      attorney in fact shall have full power and authority to
                      do, take and perform all and every act and thing
                      whatsoever requisite, proper or necessary to be done, in
                      the exercise of the rights and powers herein granted, as
                      fully to all intents and purposes as Debtor might or could
                      do if personally present. This power shall be irrevocable
                      and deemed coupled with an interest. The rights, powers
                      and authority of said attorney in fact herein granted
                      shall commence and be in full force and effect from the
                      date of this agreement, and such rights, powers and
                      authority shall remain in full force and effect, and this
                      power of attorney shall not be rescinded, revoked,
                      terminated, amended or otherwise modified, until all
                      Obligations have been fully satisfied.

              ix.          PRIVATE SALES.  Because of the Securities Act of 
                      1933, as amended, or any other laws or regulations, there
                      may be legal restrictions or limitations affecting Secured
                      Party in any attempts to dispose of certain portions of
                      the Collateral in the enforcement of its rights and
                      remedies hereunder. For these reasons Secured Party is
                      hereby authorized by Debtor, but not obligated, in the
                      event any default hereunder, to sell all or any part of
                      the Collateral at private sale, subject to investment
                      letter or in any other manner which will not require the
                      Collateral, or any part thereof, to be registered in
                      accordance with the securities Act of 1933, as amended, or
                      the rules and regulations promulgated thereunder, or any
                      other law or regulation. Secured Party is also hereby
                      authorized by Debtor, but not obligated, to take such
                      actions, give such notices, obtain such rulings and
                      consents, and do such other things as Secured Party may
                      deem appropriate in the event of a sale or disposition of
                      any of the Collateral. Debtor clearly understands that
                      Secured Party may in its discretion approach a restricted
                      number of potential purchasers and that a sale under such
                      circumstances may yield a lower price for the Collateral
                      or any part or parts thereof than would otherwise be
                      obtainable if same were registered and sold in the open
                      market, and Debtor agrees that such private sales shall
                      constitute a commercially reasonable method of disposing
                      of the Collateral.

         i.           ADDITIONAL PROVISIONS REGARDING CERTIFICATES OF DEPOSIT 
              AND SIMILAR COLLATERAL.  The following



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<PAGE>   14

              provisions shall apply to certificates of deposit and
              similar property included within the Collateral:

              i.           COLLECTION OF DEPOSITS. Debtor agrees that Secured 
                      Party may, at any time (whether before or after default)
                      and in its sole discretion, surrender for payment and
                      obtain payment of any portion of the Collateral, whether
                      such have matured or the exercise of Secured Party's
                      rights results in loss of interest or principal or other
                      penalty on such deposits, and, in connection therewith,
                      cause payment to be made directly to Secured Party.

              ii.          NOTICE TO THIRD PARTY ISSUER.  With regard to any 
                      certificates of deposit or similar Collateral for which
                      Secured Party is not the issuer, Debtor agrees to notify
                      the issuer or obligor of the interests hereby granted to
                      Secured Party and to obtain from such issuer or obligor
                      acknowledgment of the interests in favor of Secured Party
                      and the issuer's or obligor's agreement to waive in favor
                      of Secured Party any and all rights of set-off or similar
                      rights or remedies to which such issuer or obligor may be
                      entitled, and, in connection therewith, to execute and
                      cause the issuer or obligor to execute, any and all
                      acknowledgments, waivers and other agreements in such form
                      and upon such terms as Secured Party may request.

              iii.         PROCEEDS. Any and all replacement or renewal 
                      certificates, instruments, or other benefits or proceeds
                      related to the Collateral that are received by Debtor
                      shall be held by Debtor in trust for Secured Party and
                      immediately delivered to Secured Party to be held as part
                      of the Collateral.

              iv.          NO DUTY.  Secured Party shall never be liable for 
                      its failure to give notice to Debtor of default in the
                      payment of or upon the Collateral. Secured Party shall
                      have no duty to fix or preserve rights against prior
                      parties to the Collateral and shall never be liable for
                      its failure to use diligence to collect any amount payable
                      in respect to the Collateral, but shall be liable only to
                      account to Debtor for what it may actually collect or
                      receive thereon. Without limiting the foregoing, it is
                      specifically understood and agreed that Secured Party
                      shall have no responsibility for ascertaining any
                      maturities or similar matters relating to any of the
                      Collateral or for informing Debtor with respect to any of
                      such matters (irrespective of whether Secured Party
                      actually has, or may be deemed to have, knowledge
                      thereof).



                                       14
<PAGE>   15

         j.                EVENTS OF DEFAULT.  Debtor shall be in default 
                      hereunder upon the happening of any of the following
                      events or conditions: (i) non- payment when due (whether
                      by acceleration of maturity or otherwise) of any payment
                      of principal, interest or other amount due on any
                      Obligation; (ii) the occurrence of any event which under
                      the terms of any evidence of indebtedness, indenture, loan
                      agreement, security agreement or similar instrument
                      permits the acceleration of maturity of any obligation of
                      Debtor or BearCom Operating, L.P. (whether to Secured
                      Party or to others); (iii) any representation or warranty
                      made by Debtor to Secured Party in connection with this
                      Agreement, the Collateral or the Obligations, or in any
                      statements or certificates, proves incorrect in any
                      material respect as of the date of the making or the
                      issuance thereof; (iv) default occurs in the observance or
                      performance of, or if Debtor fails to furnish adequate
                      evidence of performance of, any provision of this
                      Agreement or of any note, assignment, transfer, other
                      agreement, document or instrument delivered by Debtor to
                      Secured Party in connection with this Agreement, the
                      Collateral or the Obligations; (v) death, dissolution,
                      liquidation, termination of existence, insolvency,
                      business failure or winding-up of Debtor or any maker,
                      endorser, guarantor, surety or other party liable in any
                      capacity for any of the Obligations; (vi) the commission
                      of an act of bankruptcy by, or the application for
                      appointment of a receiver or any other legal custodian for
                      any part of the property of, assignment for the benefit of
                      creditors by, or the commencement of any proceedings under
                      any bankruptcy, arrangement, reorganization, insolvency or
                      similar laws for the relief of debtors by or against, the
                      Debtor or any maker, endorser, guarantor, surety or other
                      party primarily or secondarily liable for any of the
                      Obligations; (vii) the Collateral becomes, in the judgment
                      of Secured Party, impaired, unsatisfactory or insufficient
                      in character or value; or (viii) the filing of any levy,
                      attachment, execution, garnishment or other process
                      against the Debtor or any of the Collateral or any maker,
                      endorser, guarantor, surety, or other party liable in any
                      capacity for any of the Obligations.

         k.                REMEDIES. Upon the occurrence of an event of default,
                      or if Secured Party deems payment of the Obligations to be
                      insecure, Secured Party, at its option, shall be entitled
                      to exercise any one or more of the following remedies (all
                      of which are cumulative):

                      i.        DECLARE OBLIGATIONS DUE. Secured Party, at its 
                           option, may declare the Obligations or any part
                           thereof immediately due and payable, without demand,
                           notice of intention to accelerate, notice of
                           acceleration, notice of non-payment, presentment,
                           protest, notice of dishonor, or any other notice
                           whatsoever, all of which are hereby waived by Debtor
                           and any maker, endorser, guarantor, surety or other
                           party liable in any capacity for any of the
                           Obligations.



                                       15
<PAGE>   16

                      ii.       REMEDIES.  Secured Party shall have all of the 
                           rights and remedies provided for in this Agreement
                           and in any other agreements executed by Debtor, the
                           rights and remedies of the Uniform Commercial Code of
                           Texas, and any and all of the rights and remedies at
                           law and in equity, all of which shall be. deemed
                           cumulative. Without limiting the foregoing, Debtor
                           agrees that Secured Party shall have the right to:
                           (a) require Debtor to assemble the Collateral and
                           make it available to Secured Party at a place
                           designated by Secured Party that is reasonably
                           convenient to both parties, which Debtor agrees to
                           do; (b) peaceably take possession of the Collateral
                           and remove same, with or without judicial process;
                           (c) without removal, render equipment included within
                           the Collateral unusable, and dispose of the
                           Collateral on the Debtor's premises; (d) sell, lease
                           or otherwise dispose of the Collateral, at one or
                           more locations, by public or private proceedings, for
                           cash or credit, without assumption of credit risk;
                           and/or (e) whether before or after default, collect
                           and receipt for, compound, compromise, and settle,
                           and give releases, discharges and acquittances with
                           respect to, any and all amounts owed by any person or
                           entity with respect to the Collateral. Unless the
                           Collateral is perishable or threatens to decline
                           speedily in value or is of a type customarily sold on
                           a recognized market, Secured Party will send Debtor
                           reasonable notice of the time and place of any public
                           sale or of the time after which any private sale or
                           other disposition will be made. Any requirement of
                           reasonable notice to Debtor shall be met if such
                           notice is mailed, postage prepaid, to Debtor at the
                           address of Debtor designated at the beginning of this
                           Agreement, at least five (5) days before the day of
                           any public sale or at least five (5) days before the
                           time after which any private sale or other
                           disposition will be made.

                     iii.       EXPENSES.  Debtor shall be liable for and 
                           agrees  to pay the reasonable expenses incurred by
                           Secured Party in enforcing its rights and remedies,
                           in retaking, holding, testing, repairing, improving,
                           selling, leasing or disposing of the Collateral, or
                           like expenses, including, without limitation,
                           attorneys' fees and legal expenses incurred by
                           Secured Party. These expenses, together with
                           interest thereon from date incurred until paid by
                           Debtor at the maximum contract rate allowed under
                           applicable laws, which Debtor agrees to pay, shall
                           constitute additional Obligations and shall be
                           secured by and entitled to the benefits of this
                           Agreement.

                     iv.        PROCEEDS; SURPLUS; DEFICIENCIES. Proceeds
                           received by Secured Party from disposition of the
                           Collateral shall be applied toward Secured Party's
                           expenses and other Obligations in such



                                       16
<PAGE>   17

                           order or manner as Secured Party may elect. Debtor
                           shall be entitled to any surplus if one results after
                           lawful application of the proceeds. Debtor shall
                           remain liable for any deficiency.

                     v.         REMEDIES CUMULATIVE. The rights and remedies 
                           of Secured Party are cumulative and the exercise of
                           any one or more of the rights or remedies shall not
                           be deemed an election of rights or remedies or a
                           waiver of any other right or remedy. Secured Party
                           may remedy any default and may waive any default
                           without waiving the default remedied or without
                           waiving any other prior or subsequent default.

            l.             OTHER AGREEMENTS.

                     i.         SAVINGS CLAUSE.  Notwithstanding any provision 
                           to the contrary herein, or in any of the documents
                           evidencing the Obligations or otherwise relating
                           thereto, no such provision shall require the payment
                           or permit the collection of interest in excess of the
                           maximum permitted by applicable usury laws. If any
                           such excessive interest is so provided for, then in
                           such event (i) the provisions of this paragraph shall
                           govern and control, (ii) neither the Debtor nor his
                           heirs, legal representatives, successors or assigns
                           or any other party liable for the payment thereof,
                           shall be obligated to pay the amount of such interest
                           to the extent that is in excess of the maximum amount
                           permitted by law, (iii) any such excess interest that
                           may have been collected shall be, at the option of
                           the holder of the instrument evidencing the
                           Obligations, either applied as a credit against the
                           then unpaid principal amount thereof or refunded to
                           the maker thereof, and (iv) the effective rate of
                           interest shall be automatically reduced to the
                           maximum lawful rate under applicable usury laws as
                           now or hereafter construed by the courts having
                           jurisdiction.

                     ii.        JOINT AND SEVERAL RESPONSIBILITY. If this
                           Security Agreement is executed by more than one
                           Debtor, the obligations of all such Debtors shall be
                           joint and several.

                     iii.       WAIVERS. Debtor and any maker, endorser, 
                           guarantor, surety or other party liable in any
                           capacity respecting the Obligations hereby waive
                           demand, notice of intention to accelerate, notice of
                           acceleration, notice of non-payment, presentment,
                           protest, notice of dishonor and any other similar
                           notice whatsoever.

                     iv.        SEVERABILITY. Any provision hereof found to
                           be invalid by courts having jurisdiction shall be
                           invalid only with respect to such




                                       17
<PAGE>   18

                           provision (and then only to the extent necessary to
                           avoid such invalidity). The offending provision shall
                           be modified to the maximum extent possible to confer
                           upon Secured Party the benefits intended thereby.
                           Such provision as modified and the remaining
                           provisions hereof shall be construed and enforced to
                           the same effect as if such offending provision (or
                           portion thereof) had not been contained herein, to
                           the maximum extent possible.

                     v.         USE OF COPIES. Any carbon, photographic or other
                           reproduction of any financing statement signed by
                           Debtor is sufficient as a financing statement for all
                           purposes, including without limitation, filing in any
                           state as may be permitted by the provisions of the
                           Uniform Commercial Code of such state.

                     vi.        RELATIONSHIP TO OTHER AGREEMENTS.  This Security
                           Agreement and the security interests (and pledges and
                           assignments as applicable) herein granted are in
                           addition to (and not in substitution, novation or
                           discharge of) any and all prior or contemporaneous
                           security agreements, security interests, pledges,
                           assignments, liens, rights, titles or other interests
                           in favor of Secured Party or assigned to Secured
                           Party by others in connection with the Obligations.
                           All rights and remedies of Secured Party in all such
                           agreements are cumulative, but in the event of actual
                           conflict in terms and conditions, the terms and
                           conditions of the latest security agreement shall
                           govern and control.

                    vii.        NOTICES. Any notice or demand given by Secured 
                           Party to Debtor in connection with this Agreement,
                           the Collateral or the Obligations, shall be deemed
                           given and effective upon deposit in the United States
                           mail, postage prepaid, addressed to Debtor at the
                           address of Debtor designated at the beginning of this
                           Agreement. Actual notice to Debtor shall always be
                           effective no matter how given or received.

                    viii.       HEADINGS AND GENDER. Paragraph headings in
                           this Agreement are for convenience only and shall be
                           given no meaning or significance in interpreting this
                           Agreement. All words used herein shall be construed
                           to be of such gender or number as the circumstances
                           require.

                    ix.         AMENDMENTS. Neither this Agreement nor any
                           of its provisions may be changed, amended, modified,
                           waived or discharged orally, but only by an
                           instrument in writing signed by the party against
                           whom enforcement of the change, amendment,
                           modification, waiver or discharge is sought.



                                       18
<PAGE>   19

                    x.          CONTINUING AGREEMENT.  The security interest 
                           (and pledges and assignments as applicable) hereby
                           granted and all of the terms and provisions in this
                           Agreement shall be deemed a continuing agreement and
                           shall continue in full force and effect until
                           terminated in writing. Any such revocation or
                           termination shall only be effective if explicitly
                           confirmed in a signed writing issued by Secured Party
                           to such effect and shall in no way impair or affect
                           any transactions entered into or rights created or
                           Obligations incurred or arising prior to such
                           revocation or termination as to which this Agreement
                           shall be fully operative until same are repaid and
                           discharged in full. Unless otherwise required by
                           applicable law, Secured Party shall be under no
                           obligation to issue a termination statement or
                           similar documents unless Debtor requests same in
                           writing and, provided further, that all Obligations
                           have been repaid and discharged in full and there are
                           no commitments to make advances, incur any
                           Obligations or otherwise give value.

                    xi.         BINDING EFFECT. The provisions of this Security 
                           Agreement shall be binding upon the heirs, personal
                           representatives, successors and assigns of Debtor and
                           the rights, powers and remedies of Secured Party
                           hereunder shall inure to the benefit of the
                           successors and assigns of Secured Party.

                    xii.        GOVERNING LAW.  This Security Agreement shall 
                           be governed by the law of the State of Texas and
                           applicable federal law.

                    xiii.       AGREEMENT FOR BINDING ARBITRATION. DEBTOR 
                           AGREES TO BE BOUND BY THE TERMS AND PROVISIONS OF THE
                           ARBITRATION PROGRAM (DATED 9/23/94) WHICH IS
                           INCORPORATED BY REFERENCE HEREIN AND IS ACKNOWLEDGED
                           AS RECEIVED BY DEBTOR PURSUANT TO WHICH ANY AND ALL
                           DISPUTES SHALL BE RESOLVED BY MANDATORY BINDING
                           ARBITRATION UPON THE REQUEST OF ANY PARTY.



                                       19
<PAGE>   20

EXECUTED as of this 27th day of March, 1998.

                                       "DEBTOR"

                                       CONDOR HOLDINGS, INC.


                                       By:
                                            --------------------------------
                                            John P. Watson
                                            Authorized Officer





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