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                                                                   Exhibit 10.10

                               SECURITY AGREEMENT

                  THIS SECURITY AGREEMENT (this "AGREEMENT"), dated as of
October 3, 2000, by FALCON ENTERTAINMENT CORP., a Delaware corporation ( the
"COMPANY" ), in favor of JAMES FALLACARO and CORINNE FALLACARO (together, the
"HOLDERS").

                                    RECITALS:

                  WHEREAS, the Company has executed a Secured Promissory Note
(the "NOTE") of even date herewith in favor of Holders;

                  WHEREAS, the obligations of the Company under the Note are
intended to be secured by certain Collateral (defined below) of the Company, as
provided herein.

                  NOW, THEREFORE, for other good and valuable consideration,
receipt of which is hereby acknowledged, the parties agree as follows:

                               TERMS OF AGREEMENT:

                  Section 1.        DEFINITIONS; INTERPRETATION.

                  (a) Unless otherwise  expressly provided herein,  when used in
this  Agreement  the  following  capitalized  terms  shall  have  the  following
meanings:

                  "Code" shall mean the Uniform Commercial Code as the same may,
from time to time, be in effect in the State of Delaware;  PROVIDED, HOWEVER, in
the event that,  by reason of  mandatory  provisions  of law,  any or all of the
attachment, perfection or priority of the security interest in any Collateral is
governed by the Uniform  Commercial  Code as in effect in a  jurisdiction  other
than the State of Delaware,  the term "Code"  shall mean the Uniform  Commercial
Code as in effect in such other  jurisdiction  for  purposes  of the  provisions
hereof relating to such  attachment,  perfection or priority and for purposes of
definitions related to such provisions.

                  "Collateral"  shall include all assets of the Company and each
of its affiliates and subsidiaries,  including without limitation the following,
all whether now owned or hereafter acquired or arising:  (i) accounts,  accounts
receivable,  contract rights,  chattel paper, notes receivable,  instruments and
documents; (ii) goods of every nature, including without limitation,  inventory,
stock-in-trade,  raw materials, work in process, items held for sale or lease or
furnished or to be furnished  under  contracts of sale or lease,  goods that are
returned, reclaimed or repossessed,  together with materials used or consumed in
the  Company's  business;  (iii)  equipment,   including,   without  limitation,
machinery,  vehicles, furniture and fixtures; (iv) general intangibles, of every
kind and  description,  including,  but not limited to, all  existing and future
customer lists,  choses in action,  claims (including  without limitation claims
for indemnification or breach of warranty),  books, records,  patents and patent
applications,  copyrights,  trademarks,  trade names, domain names, tradestyles,
trademark applications, goodwill, blueprints, drawings, designs and plans, trade
secrets,  contracts,  licenses, license agreements,  formulae, tax and any other
types of refunds,  returned and unearned insurance  premiums,  rights and claims
under

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insurance  policies,  and computer  information,  software,  source codes,
object codes, records and data; (v) all cash and cash equivalents;  and (vi) all
cash and non-cash proceeds (including without limitation, insurance proceeds) of
all of the  foregoing  property,  all products  thereof and , all  additions and
accessions thereto, substitutions therefor and replacements thereof.

                  "Event of  Default"  shall mean any  failure to make a payment
when due under the Note or any  failure to perform or observe  any  obligations,
covenants or agreements under this Agreement.

                  "Obligations"  shall mean all the unpaid  principal amount of,
and accrued interest on, the Note, now existing or hereafter incurred.

                  "Proceeds"  shall have the  meaning  assigned  to it under the
Code and, in any event,  shall  include,  but not be limited to, (i) any and all
proceeds  of any  insurance,  indemnity,  warranty  or  guaranty  payable to the
Company  from time to time with respect to any of the  Collateral,  (ii) any and
all  payments  (in any form  whatsoever)  made or due and payable to the Company
from  time  to  time  in   connection   with  any   requisition,   confiscation,
condemnation,  seizure or forfeiture of all or any part of the Collateral by any
governmental body, authority, bureau or agency (or any person acting under color
of governmental authority) and (iii) any and all other amounts from time to time
paid or payable under or in connection with any of the Collateral.

                  (b) Where  applicable and except as otherwise  defined herein,
terms used in this  Agreement  shall have the  meanings  assigned to them in the
Code.

                  (c) In this Agreement,  (i) the meaning of defined terms shall
be  equally  applicable  to both the  singular  and  plural  forms of the  terms
defined;  and (ii) the captions and  headings are for  convenience  of reference
only and shall not affect the construction of this Agreement.

                  Section 2. GRANT OF SECURITY  INTEREST.  As  security  for the
prompt and complete  payment and performance  when due of all of the Obligations
of the  Company,  the  Company  hereby  pledges and grants to Holders a security
interest in the Collateral.  This Agreement  shall create a continuing  security
interest in the  Collateral  which shall  remain in effect until  terminated  in
accordance with Section 10 hereof.

                  Section 3.  COVENANTS.  The Company  covenants and agrees with
Holders that from and after the date of this  Security  Agreement  and until the
Obligations are fully satisfied:

                  (a) At any  time  and from  time to  time,  upon  the  written
request of Holders,  and at the sole  expense of the  Company,  the Company will
promptly and duly execute and deliver any and all such further  instruments  and
documents and take such further action as Holders may reasonably  deem desirable
in obtaining the full benefits of this Security  Agreement and of the rights and
powers  herein  granted,  including,  without  limitation,  the  filing  of  any
financing or  continuation  statements  under the Code.  The Company also hereby
authorizes Holders to file any such financing or continuation  statement without
the signature of the Company to the extent permitted by applicable law.

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                  (b) The Company will comply in all material respects, with all
acts,  rules,  regulations,  orders,  decrees and directions of any governmental
authority,  applicable to the Collateral or any part thereof or to the operation
of the Company's business;  provided,  however, that the Company may contest any
act, regulation, order, decree or direction in any reasonable manner which shall
not in the sole opinion of Holders adversely affect Holders' rights or the first
priority of its security interest in the Company.

                  (c) The  Company  will not,  without  its Board of  Directors'
approval,  create,  permit or suffer to exist,  and will  defend the  Collateral
against and take such other action as is necessary to remove, any lien or right,
in or to the  Collateral  (other than those  created  hereunder) or the Proceeds
thereof,  other than (i) liens of current taxes not yet due and payable and (ii)
liens and  encumbrances  which do not in any case  materially  detract  from the
value of the Collateral.

                  Section 4. REMEDIES ON DEFAULT.

                  (a) If any Event of  Default  shall  occur and be  continuing,
Holders may exercise, in addition to all other rights and remedies granted to it
in this Security  Agreement and in any other  instrument or agreement  securing,
evidencing  or relating to the  Obligations,  all rights and remedies of secured
parties under the Code.  Without  limiting the generality of the foregoing,  the
Company  expressly  agrees  that in any such event  Holders,  without  demand of
performance  or other  demand,  advertisement  or notice of any kind (except the
notice  specified  below of time and place of public or private sale) to or upon
the Company or any other person (all and each of which  demands,  advertisements
and/or notices are hereby expressly  waived),  may forthwith  collect,  receive,
appropriate  and realize upon the  Collateral,  or any part thereof,  and/or may
forthwith sell, lease,  assign,  give options to purchase,  or sell or otherwise
dispose of and  deliver  said  Collateral  (or  contract  to do so), or any part
thereof,  in one or more parcels at public or private sale or sales, for cash or
on credit or for future delivery without  assumption of any credit risk. Holders
shall  provide ten (10) days prior notice of the time and place of any public or
private sale. Holders shall have the right, to the extent permitted by law, upon
any such public sale or sales, and, upon such private sale or sales, to purchase
the whole or any part of said Collateral so sold, free of any right or equity of
redemption in the Company.

                  (b) If any Event of Default shall occur and be continuing, the
Company  expressly  agrees that Holders shall have the right at any time, and in
their sole  discretion,  to notify any persons  obligated to the Company to make
payment directly to Holders of any and all amounts due or to become due thereon.

                  (c) The  Company  also agrees to pay all  reasonable  costs of
Holders,  including  reasonable  attorneys'  fees,  incurred with respect to the
collection of any of the  Obligations  and the  enforcement of any of its rights
hereunder.

                  (d) Except as otherwise  provided  herein,  the Company hereby
waives  presentment,  demand,  protest or any notice (to the extent permitted by
applicable law) of any kind in connection with this Agreement or any Collateral.

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                  Section 5. SEVERABILITY. Any provision of this Agreement which
is  prohibited  or  unenforceable   in  any  jurisdiction   shall,  as  to  such
jurisdiction,   be   ineffective   to  the   extent  of  such   prohibition   or
unenforceability  without invalidating the remaining provisions hereof, and such
prohibition  or  unenforceability  in any  jurisdiction  shall not invalidate or
render unenforceable such provision in any other jurisdiction.

                  Section 6. NO WAIVER;  CUMULATIVE REMEDIES.  Holders shall not
by any act, delay, omission or otherwise,  be deemed to have waived any of their
rights or remedies hereunder; and no waiver shall be valid unless in writing and
signed by a Holder,  and then only to the extent  therein set forth. A waiver by
either Holder of any right or remedy  hereunder on any one occasion shall not be
construed as a bar to any right or remedy which Holders would  otherwise have on
any future occasion.

                  Section  7.  NOTICES.  All  notices  or  other  communications
hereunder  shall be in writing and mailed,  sent or delivered to the  respective
parties  hereto at or to the  applicable  address  set forth in the Note,  or as
shall  otherwise  be  designated  by any party in a written  notice to the other
parties hereto. All such notices and other communications shall be effective (i)
if delivered by hand, when delivered;  or (ii) if sent by mail, upon the earlier
of the date of receipt or five business  days after  deposit in the mail,  first
class.

                  Section  8.  ENTIRE  AGREEMENT;   AMENDMENT.   This  Agreement
contains  the entire  agreement  of the Company and Holders  with respect to the
subject matter hereof and shall not be amended  except by the written  agreement
of the Company and Holders.

                  Section  9.  SUCCESSORS  AND  ASSIGNS;   GOVERNING  LAW.  This
Agreement and all obligations of the Company hereunder shall be binding upon the
successors and assigns of the Company,  and shall,  together with the rights and
remedies  of Holders  hereunder,  inure to the  benefit of  Holders,  all future
Holders of the Note, and their respective successors and assigns. This Agreement
shall be governed by, and construed and interpreted in accordance with, the laws
of the State of Delaware, excluding any choice of law provisions.

                  Section 10. TERMINATION.  Upon payment and performance in full
of all  obligations,  this  Agreement  shall  terminate  and secured party shall
promptly   execute  and  deliver  to  Company  such  documents  and  instruments
reasonably requested by Company as shall be necessary to evidence termination of
all security interests given by Company to Holders hereunder.

                      [SIGNATURES APPEAR ON FOLLOWING PAGE]


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         IN WITNESS WHEREOF, the undersigned has duly executed this Security
Agreement as of the day and year first above written.

                                                    FALCON ENTERTAINMENT CORP.


                                                    By: /S/ ANTHONY ESCAMILLA
                                                        -----------------------
                                                        Anthony Escamilla
                                                        Executive Vice President


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