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                                    EXHIBIT 10.11

                                  SECURITY AGREEMENT


    AGREEMENT made this 23rd day of December, 1996, between INTRANET SOLUTIONS,
INC., a Minnesota corporation, as debtor (herein called "DEBTOR") and CIRCLE F
VENTURES, LLC (herein called "LENDER"), as secured party.

    For good and valuable consideration, Debtor hereby agrees for the benefit
of Lender as follows:

1.01     Debtor hereby grants Lender a security interest (the "SECURITY
         INTEREST") in the property described below, as security for the payment
         and performance of the Promissory Note of even date in the amount of
         $750,000 (the "NOTE").  The Security Interest shall attach to the
         following property of Debtor (the "COLLATERAL"), and all products and
         proceeds thereof:

              All accounts, instruments, documents, chattel paper, general
              intangibles, contract rights, securities and certificates of
              deposit of Debtor and all funds of Debtor on deposit,
              whether now existing or hereafter arising; all inventory of
              Debtor, whether now owned or hereafter acquired; and all
              equipment and fixtures of Debtor, whether now owned or
              hereafter acquired.

1.02     Debtor represents, warrants and agrees that:

         (a)  Debtor has full authority and power to enter into this Security
              Agreement.

         (b)  Other than liens on the Collateral and proceeds thereof in favor
              of Diversified Business Credit, Inc. and on certain equipment and
              proceeds thereof in favor of Access Graphics, Inc. and other
              currently existing lenders or lessors (the "PRIOR LENDERS"),
              Debtor has absolute title to each item of Collateral and all
              proceeds thereof, free and clear of all interests, liens,
              attachments, encumbrances and security interests.

         (c)  Debtor agrees to keep the Collateral in good order and repair, and
              will not waste or destroy the Collateral.

         (d)  Debtor will promptly pay when due all taxes and assessments upon
              the Collateral, which are or may become liens against the
              Collateral.

         (e)  Debtor will keep the Collateral insured at all times against loss
              by fire and other hazards as to which, in the judgment of the
              Lender, insurance protection is reasonably necessary, by a company
              or companies satisfactory to Lender and in amounts sufficient to
              protect Lender against loss or damage to the collateral and


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              will pay the premiums therefor.

         (f)  Debtor from time to time will execute and deliver any and all
              security agreements, financing statements and other agreements and
              writings which Lender may reasonably request in order to secure,
              protect, perfect or enforce the Security Interest or the rights of
              Lender under this Agreement.

1.03     Each of the following occurrences shall constitute an Event of Default
         hereunder (an "Event of Default"):  (i) Debtor shall fail to pay the
         Note when due; (ii) breach of any representation, warranty or covenant
         made by Debtor hereunder; or (iii) insolvency or bankruptcy of Debtor,
         inability of Debtor to pay its debts as they mature, Debtor's
         assignment for the benefit of creditors or the institution of any
         proceeding based on any of the foregoing.  Debtor shall pay all costs
         and expenses, including attorneys' fees, of Lender in connection with
         Debtor's default under this Security Agreement, the Note or any action
         to enforce Lender's rights hereunder or thereunder.

1.04     Upon the occurrence of any Event of Default under Section 1.03 and at
         any time thereafter, Lender may exercise one or more of the following
         rights and remedies:  (i) declare any unmatured portion of the Note to
         be immediately due and payable, and the same shall thereupon be
         immediately due and payable, without presentment or other notice or
         demand; (ii) subject to the rights of the Prior Lenders, exercise and
         enforce any and all rights and remedies available upon default to a
         secured party under the Uniform Commercial Code as enacted by the State
         of Minnesota.  If notice to Debtor of any intended disposition of
         Collateral or any other intended action is required by law in a
         particular instance, such notice shall be deemed commercially
         reasonable if given (in the manner specified in Section 1.05) at least
         ten (10) calendar days prior to the date of intended disposition or
         other action; (iii) exercise or enforce any and all other rights or
         remedies available by law or agreement against the Collateral, against
         Debtor, or against any other person or property.

1.05     This Agreement can be waived, modified, amended, terminated or
         discharged, and the Security Interest can be released, only explicitly
         in a writing signed by Lender.  Mere delay or failure to act shall not
         preclude the exercise or enforcement of any rights or remedies
         available to Lender. All notices to be given to Debtor shall be deemed
         sufficiently given if delivered or mailed by registered, certified or
         ordinary mail, postage prepaid, to Debtor at its address set forth
         above or at its most recent address shown on Lender's records.

1.06     This Agreement, and the Security Interest granted hereby, shall be
         binding upon Debtor, its successors and assigns, and shall inure to the
         benefit of and be enforceable by Lender and its successors and assigns,
         and shall be effective when executed by Debtor and delivered to Lender
         whether or not this Agreement is executed by Lender. Except to the
         extent otherwise required by law, this Agreement and the transaction
         evidenced hereby shall be governed by the laws of the state of
         Minnesota.  If any provision or application of this Agreement is held
         unlawful or unenforceable in any respect, such illegality or
         unenforceability shall not affect other provisions or applications
         which can be given 


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         effect, and this Agreement shall be construed as if the unlawful or
         unenforceable provision or application had never been contained herein
         or prescribed hereby. 

         IN WITNESS WHEREOF, this Security Agreement has been duly executed 
and delivered by the proper officers thereunto duly authorized on the day and 
year first above written.

DEBTOR:                      INTRANET SOLUTIONS, INC.



                             By  /s/Robert F. Olson
                                ----------------------------------
                             Its: Chief Executive Officer
                                 ---------------------------------


LENDER:                      CIRCLE F VENTURES, LLC



                             By  /s/Hayden R. Fleming
                               -----------------------------------
                             Its: President
                                 ---------------------------------



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