SECURITY AGREEMENT


         THIS SECURITY  AGREEMENT (this  "Agreement") is made as of this 3rd day
of February,  2000, by and between STV GROUP,  INCORPORATED and STV INCORPORATED
and its  SUBSIDIARIES  listed  on the  attached  Schedule  A  (individually  and
collectively,  the  "Grantor"),  with  an  address  at  205  West  Welsh  Drive,
Douglassville,  Pennsylvania  19518  and PNC  BANK,  NATIONAL  ASSOCIATION  (the
"Bank"),  with an  address at 1600  Market  Street,  Philadelphia,  Pennsylvania
19103.

         Under the terms  hereof,  the Bank  desires to obtain  and the  Grantor
desires to grant the Bank security for all of the  Obligations  (as  hereinafter
defined).

         NOW,  THEREFORE,  the  Grantor  and the Bank,  intending  to be legally
bound, hereby agree as follows:

         1.  Definitions.

                  (a)  "Collateral"  shall include all personal  property of the
Grantor, including the following, all whether now owned or hereafter acquired or
arising and  wherever  located:  (i)  accounts,  accounts  receivable,  contract
rights,  chattel paper, notes receivable,  securities  entitlements,  securities
accounts,  investment property,  depository accounts,  instruments and documents
(including warehouse receipts); (ii) goods of every nature, including 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  Grantor's  business;  (iii)  equipment,   including  machinery,   vehicles,
furniture and fixtures; (iv) general intangibles, of every kind and description,
including  all  existing and future  customer  lists,  choses in action,  claims
(including claims for  indemnification or breach of warranty),  books,  records,
patents   and   patent   applications,   copyrights,   trademarks,   tradenames,
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 insurance  policies,  and computer  information,  software,  source
codes,  object codes,  records and data;  (v) all property of the Grantor now or
hereafter in the Bank's  possession or in transit to or from,  under the custody
or control of or on deposit with, the Bank or any affiliate  thereof,  including
deposit and other accounts;  (vi) all cash and cash  equivalents;  and (vii) all
cash  and  non-cash  proceeds  (including  insurance  proceeds)  of  all  of the
foregoing  property,  all  products  thereof and all  additions  and  accessions
thereto,  substitutions  therefor and replacements thereof. The Collateral shall
also include any and all other tangible or intangible property that is described
as being  part of the  Collateral  pursuant  to one or more  Riders to  Security
Agreement  that may be attached  hereto or  delivered  in  connection  herewith,
including the Rider to Security  Agreement -  Copyrights,  the Rider to Security
Agreement - Patents,  the Rider to Security Agreement - Trademarks and the Rider
to Security Agreement - Cash Collateral Account.


<PAGE>


                  (b) "Loan Documents" means this Agreement, that certain Letter
Agreement  dated  February 3, 2000,  that certain  Reimbursement  Agreement  for
Standby  Letter(s)  of Credit  dated  February  3,  2000,  and any and all notes
evidencing the Obligations,  as any of them may be amended, modified or restated
after the date  hereof.  Any  capitalized  terms used herein,  unless  otherwise
defined herein shall have the meanings given them in the Loan Documents.

                  (c) "Obligations"  shall include all loans,  advances,  debts,
liabilities,  obligations,  covenants  and duties  owing from the Grantor to the
Bank or to any other  direct or indirect  subsidiary  of PNC Bank Corp.,  of any
kind or nature, present or future (including any interest accruing thereon after
maturity, or after the filing of any petition in bankruptcy, or the commencement
of any insolvency,  reorganization  or like proceeding  relating to the Grantor,
whether or not a claim for post-filing or  post-petition  interest is allowed in
such  proceeding),  whether  or not  evidenced  by any note,  guaranty  or other
instrument, whether arising under any agreement, instrument or document, whether
or not for the payment of money,  whether  arising by reason of an  extension of
credit, opening of a letter of credit, loan, equipment lease or guarantee, under
any interest or currency swap, future,  option or other interest rate protection
or similar agreement,  or in any other manner, whether arising out of overdrafts
on deposit or other  accounts or electronic  funds  transfers  (whether  through
automated  clearing houses or otherwise) or out of the Bank's  non-receipt of or
inability to collect funds or otherwise not being made whole in connection  with
depository  transfer  check or other  similar  arrangements,  whether  direct or
indirect (including those acquired by assignment or participation),  absolute or
contingent,  joint or several,  due or to become due,  now existing or hereafter
arising, and any amendments, extensions, renewals or increases and all costs and
expenses of the Bank incurred in the documentation,  negotiation,  modification,
enforcement,  collection or otherwise in connection  with any of the  foregoing,
including reasonable attorneys' fees and expenses.

                  (d) "UCC" means the Uniform  Commercial  Code,  as adopted and
enacted  and as in  effect  from time to time in the  State  whose  law  governs
pursuant  to  the  Section  of  this  Agreement  entitled   "Governing  Law  and
Jurisdiction."  Terms used herein which are defined in the UCC and not otherwise
defined herein shall have the respective  meanings ascribed to such terms in the
UCC.

         2. Grant of Security Interest. To secure the Obligations,  the Grantor,
as debtor, hereby assigns and grants to the Bank, as secured party, a continuing
lien on and security interest in the Collateral.

         3. Change in Name or Locations.  The Grantor  hereby agrees that if the
location of the  Collateral  changes  from the  locations  listed on Exhibit "A"
hereto  and made part  hereof,  or if the  Grantor  changes  its name or form or
jurisdiction of organization,  or establishes a name in which it may do business
that is not listed as a  tradename  on Exhibit  "A"  hereto,  the  Grantor  will
immediately  notify  the  Bank in  writing  of the  additions  or  changes.  The
Grantor's  chief executive  office,  form of  organization  and  jurisdiction of
organization are also shown on Exhibit "A" hereto.


                                      -2-
<PAGE>


         4. Representations and Warranties. The Grantor represents, warrants and
covenants  to  the  Bank  that:  (a)  the  Grantor  has  good,   marketable  and
indefeasible  title to the  Collateral,  has not made any  prior  sale,  pledge,
encumbrance,  assignment or other disposition of any of the Collateral,  and the
Collateral is free from all encumbrances and rights of setoff of any kind except
the lien in favor of the Bank created by this  Agreement  and except any account
debtor's  right to withhold a  percentage  of its payment as a retainage  in the
ordinary  course of  business  pursuant  to the  agreement  giving  rise to such
account  ("Retainages");  (b) except as herein  provided,  the Grantor  will not
hereafter  without the Bank's prior  written  consent  sell,  pledge,  encumber,
assign or  otherwise  dispose  of any of the  Collateral  or permit any right of
setoff  (other  than  Retainages),  lien or security  interest to exist  thereon
except to the Bank;  (c) the  Grantor  will  defend the  Collateral  against all
claims and demands of all persons at any time  claiming the same or any interest
therein; (d) each account and general intangible,  if included in the definition
of Collateral,  is genuine and  enforceable in accordance with its terms and the
Grantor will defend the same against all claims,  demands,  setoffs  (other than
valid  Retainages) and  counterclaims at any time asserted;  and (e) at the time
any  account or general  intangible  becomes  subject  to this  Agreement,  such
account or general  intangible  will be a good and valid account  representing a
bona fide sale of goods or services by the Grantor and such goods will have been
shipped  to the  respective  account  debtors  or the  services  will  have been
performed for the  respective  account  debtors,  and no such account or general
intangible  will be subject to any claim for credit,  allowance or adjustment by
any  account  debtor  or  any  setoff,  defense  or  counterclaim,   other  than
Retainages.

         5. Grantor's Covenants. The Grantor covenants that it shall:

                  (a) from time to time and at all  reasonable  times  allow the
Bank, by or through any of its officers,  agents, attorneys, or accountants,  to
examine or inspect the Collateral, notify account debtors of the Bank's security
interest in accounts (if included in the  definition of  Collateral)  and obtain
valuations  and audits of the  Collateral,  at the Grantor's  expense,  wherever
located.  The  Grantor  shall do,  obtain,  make,  execute  and deliver all such
additional and further acts,  things,  deeds,  assurances and instruments as the
Bank may require to vest in and assure to the Bank its rights  hereunder  and in
or  to  the  Collateral,  and  the  proceeds  thereof,  including  waivers  from
landlords, warehousemen and mortgagees;

                  (b) keep the  Collateral in good order and repair at all times
and immediately  notify the Bank of any event causing a material loss or decline
in value of the Collateral,  whether or not covered by insurance, and the amount
of such loss or depreciation;

                  (c) only use or permit the Collateral to be used in accordance
with all applicable  federal,  state, county and municipal laws and regulations;
and

                  (d) have and  maintain  insurance at all times with respect to
all Collateral against risks of fire (including  so-called  extended  coverage),
theft,  sprinkler  leakage,  and  other  risks  (including  risk of flood if any
Collateral  is  maintained at a location in a flood hazard zone) as the Bank may
require,  in such form,  in such  amount,  for such  period and  written by such
companies as may be satisfactory to the Bank in its sole  discretion.  Each such
casualty insurance policy


                                      -3-
<PAGE>


shall  contain a standard  Lender's  Loss Payable  Clause issued in favor of the
Bank under which all losses  thereunder  shall be paid to the Bank as the Bank's
interest may appear.  Such policies shall  expressly  provide that the requisite
insurance  cannot be altered or canceled without at least thirty (30) days prior
written notice to the Bank and shall insure the Bank  notwithstanding the act or
neglect of the Grantor.  Upon the Bank's  demand,  the Grantor shall furnish the
Bank with  duplicate  original  policies of insurance or such other  evidence of
insurance as the Bank may require.  In the event of failure to provide insurance
as herein provided,  the Bank may, at its option,  obtain such insurance and the
Grantor  shall  pay to the  Bank,  on  demand,  the cost  thereof.  Proceeds  of
insurance may be applied by the Bank to reduce the  Obligations  or to repair or
replace Collateral, all in the Bank's sole discretion.

         6. Negative Pledge; No Transfer.  The Grantor will not sell or offer to
sell or  otherwise  transfer  or  grant  or allow  the  imposition  of a lien or
security  interest  upon the  Collateral  (except  for  sales of  inventory  and
collections of accounts in the Grantor's ordinary course of business) or use any
portion thereof in any manner inconsistent with this Agreement or with the terms
and conditions of any policy of insurance thereon.

         7.  Covenants for Accounts.  If accounts are included in the definition
of Collateral:

                  (a) The Grantor will, on the Bank's demand,  make notations on
its books and records showing the Bank's security interest and make available to
the Bank  shipping and delivery  receipts  evidencing  the shipment of the goods
that gave rise to an  account,  completion  certificates  or other  proof of the
satisfactory performance of services that gave rise to an account, a copy of the
invoice for each account and copies of any written  contract or order from which
an account  arose.  The  Grantor  shall  promptly  notify the Bank if an account
becomes  evidenced  or secured by an  instrument  or chattel  paper and upon the
Bank's  request,  will promptly  deliver any such instrument or chattel paper to
the Bank,  including any letter of credit  delivered to the Grantor to support a
shipment of inventory by the Grantor.

                  (b) The  Grantor  will  promptly  advise the Bank  whenever an
account  debtor refuses to retain or returns any goods from the sale of which an
account  arose  and will  comply  with any  instructions  that the Bank may give
regarding the sale or other disposition of such returns.  From time to time with
such frequency as the Bank may request,  the Grantor will report to the Bank all
credits given to account debtors on all accounts.

                  (c) Upon request of the Bank,  Grantor will immediately notify
the Bank if any account  arises out of contracts  with the United  States or any
department,  agency or instrumentality thereof, and will execute any instruments
and take any steps required by the Bank so that all monies due and to become due
under such contract  shall be assigned to the Bank and notice of the  assignment
given to and  acknowledged  by the  appropriate  government  agency or authority
under the Federal Assignment of Claims Act.

                  (d) At any time after the  occurrence  of an Event of Default,
and  without  notice to the  Grantor,  the Bank may direct any  persons  who are
indebted  to the  Grantor on any  Collateral  consisting  of accounts or general
intangibles to make payment directly to the Bank of the


                                      -4-
<PAGE>


amounts due. The Bank is authorized to give receipts to such account debtors for
any such  payments  and the account  debtors  will be  protected  in making such
payments  to the  Bank.  Upon the  Bank's  written  request,  the  Grantor  will
establish with the Bank and maintain a lockbox account ("Lockbox") with the Bank
and a depository account(s) ("Cash Collateral Account") with the Bank subject to
the  provisions of this  subparagraph  and such other related  agreements as the
Bank may  require,  and the Grantor  shall  notify its account  debtors to remit
payments  directly to the Lockbox.  Thereafter,  funds  collected in the Lockbox
shall be  transferred  to the Cash  Collateral  Account,  and  funds in the Cash
Collateral  Account  shall  be  applied  by  the  Bank,  daily,  to  reduce  the
outstanding Obligations.

         8. Further  Assurances.  At the Bank's  request,  the Grantor will join
with the Bank in  executing  one or more  financing,  continuation  or amendment
statements pursuant to the UCC in form satisfactory to the Bank and will pay the
cost of preparing and filing the same in all  jurisdictions in which such filing
is deemed by the Bank to be necessary or desirable in order to perfect, preserve
and protect its  security  interests.  The Grantor  authorizes  the Bank to file
financing, continuation or amendment statements pursuant to the UCC with respect
to all or any part of the  Collateral  without the  Grantor's  signature,  where
permitted by law. A carbon, photographic or other copy of this Agreement or of a
UCC  financing  statement  may  be  filed  as  and in  lieu  of a UCC  financing
statement. At the Bank's request, the Grantor will execute, in form satisfactory
to the Bank,  a Rider to Security  Agreement  -  Copyrights  (if any  Collateral
consists  of  registered  or  unregistered  copyrights),  a  Rider  to  Security
Agreement  -  Patents  (if  any   Collateral   consists  of  patents  or  patent
applications),  a Rider to Security  Agreement - Trademarks  (if any  Collateral
consists of trademarks,  tradenames,  tradestyles or trademark applications). If
any Collateral  consists of depository  accounts not maintained with the Bank or
one of its  affiliates,  or any securities  entitlement,  securities  account or
other investment property,  then at the Bank's request the Grantor will execute,
and will cause the depository institution or securities  intermediary upon whose
books and records  the  ownership  interest  of the  Grantor in such  Collateral
appears,  such Pledge  Agreements,  Notification and Control Agreements or other
agreements  as the Bank deems  necessary  in order to perfect  and  protect  its
security  interest  in  such  Collateral,  in  each  case  in a form  reasonably
satisfactory to the Bank.

         9. Events of Default.  The Grantor shall,  at the Bank's option,  be in
default under this Agreement  upon the happening of any of the following  events
or  conditions  (each,  an "Event of  Default"):  (a) any Event of  Default  (as
defined in any of the Obligations); (b) any default under any of the Obligations
that does not have a defined  set of  "Events of  Default"  and the lapse of any
notice or cure period provided in such Obligations with respect to such default;
(c) demand by the Bank under any of the Obligations  that have a demand feature;
(d) the  failure by the  Grantor to perform  any of its  obligations  under this
Agreement;  (e)  falsity,  inaccuracy  or material  breach by the Grantor of any
written  warranty,  representation or statement made or furnished to the Bank by
or on behalf of the Grantor;  (f) an uninsured material loss, theft,  damage, or
destruction to any of the Collateral,  or the entry of any judgment  against the
Grantor or any lien against or the making of any levy,  seizure or attachment of
or on the  Collateral;  (g) the  failure of the Bank to have a  perfected  first
priority security interest in the Collateral;  or (h) any indication or evidence
received  by the Bank that the  Grantor may have  directly  or  indirectly  been
engaged


                                      -5-
<PAGE>


in any type of activity  which,  in the Bank's  discretion,  might result in the
forfeiture of any property of the Grantor to any governmental  entity,  federal,
state or local.

         10.  Remedies.  Upon the occurrence of any such Event of Default and at
any time  thereafter,  the Bank  may  declare  all  Obligations  secured  hereby
immediately due and payable and shall have, in addition to any remedies provided
herein or by any  applicable  law or in equity,  all the  remedies  of a secured
party under the UCC. The Bank's  remedies  include,  but are not limited to, the
right to (a)  peaceably by its own means or with judicial  assistance  enter the
Grantor's premises and take possession of the Collateral without prior notice to
the  Grantor  or the  opportunity  for a  hearing,  (b)  render  the  Collateral
unusable,  (c) dispose of the Collateral on the Grantor's premises,  (d) require
the Grantor to assemble  the  Collateral  and make it available to the Bank at a
place designated by the Bank, and (e) notify the United States Postal Service to
send the  Grantor's  mail to the Bank.  Unless the  Collateral  is perishable or
threatens  to decline  speedily in value or is of a type  customarily  sold on a
recognized  market, the Bank will give the Grantor reasonable notice of the time
and place of any public sale thereof or of the time after which any private sale
or any other intended  disposition  thereof is to be made. The  requirements  of
commercially  reasonable  notice  shall  be met if  such  notice  is sent to the
Grantor  at  least  ten  (10)  days  before  the  time of the  intended  sale or
disposition.  Expenses of retaking,  holding, preparing for sale, selling or the
like shall include the Bank's  reasonable  attorney's  fees and legal  expenses,
incurred  or  expended  by the Bank to  enforce  any  payment  due it under this
Agreement either as against the Grantor, or in the prosecution or defense of any
action,  or concerning any matter growing out of or connection  with the subject
matter of this  Agreement  and the  Collateral  pledged  hereunder.  The Grantor
waives  all  relief  from all  appraisement  or  exemption  laws now in force or
hereafter enacted.

         11. Power of Attorney.  The Grantor  does hereby make,  constitute  and
appoint  any  officer  or  agent of the Bank as the  Grantor's  true and  lawful
attorney-in-fact,  with power to (a)  endorse  the name of the Grantor or any of
the Grantor's officers or agents upon any notes,  checks,  drafts, money orders,
or other  instruments  of  payment or  Collateral  that may come into the Bank's
possession in full or part payment of any Obligations;  (b) so long as any Event
of Default has  occurred  and is  continuing,  sue for,  compromise,  settle and
release all claims and disputes with respect to, the  Collateral;  and (c) sign,
for the Grantor, financing, continuation or amendment statements pursuant to the
UCC, or supplemental intellectual property security agreements;  granting to the
Grantor's said attorney full power to do any and all things necessary to be done
in and about the premises as fully and effectually as the Grantor might or could
do. The Grantor  hereby  ratifies all that said  attorney  shall  lawfully do or
cause to be done by virtue  hereof.  This power of attorney  is coupled  with an
interest, and is irrevocable.

         12. Payment of Expenses. At its option, with notice to the Grantor, the
Bank may discharge taxes,  liens,  security interests or such other encumbrances
as may  attach  to  the  Collateral,  may  pay  for  required  insurance  on the
Collateral  and may  pay for the  maintenance,  appraisal  or  reappraisal,  and
preservation of the Collateral,  as determined by the Bank to be necessary.  The
Grantor will reimburse the Bank on demand for any payment so made or any expense
incurred by the Bank pursuant to the foregoing authorization, and the Collateral
also will secure any advances or payments so made or expenses so incurred by the
Bank.


                                      -6-
<PAGE>


         13. Notices. All notices, demands,  requests,  consents,  approvals and
other communications required or permitted hereunder must be in writing and will
be effective  upon receipt.  Such notices and other  communications  may be hand
delivered,  sent by facsimile  transmission  with confirmation of delivery and a
copy  sent by  first-class  mail,  or sent by  nationally  recognized  overnight
courier  service,  to a party's address set forth above or to such other address
as any party may give to the other in writing for such purpose.

         14.  Preservation of Rights. No delay or omission on the Bank's part to
exercise  any right or power  arising  hereunder  will  impair any such right or
power or be considered a waiver of any such right or power,  nor will the Bank's
action or  inaction  impair  any such  right or power.  The  Bank's  rights  and
remedies  hereunder  are  cumulative  and not  exclusive  of any other rights or
remedies which the Bank may have under other agreements, at law or in equity.

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

         16.  Changes in Writing.  No  modification,  amendment or waiver of any
provision  of  this  Agreement  nor  consent  to any  departure  by the  Grantor
therefrom  will be effective  unless made in a writing  signed by the Bank,  and
then such waiver or consent shall be effective only in the specific instance and
for the  purpose for which  given.  No notice to or demand on the Grantor in any
case will  entitle the  Grantor to any other or further  notice or demand in the
same, similar or other circumstance.

         17.  Entire  Agreement.  This  Agreement  (including  the documents and
instruments  referred to herein) constitutes the entire agreement and supersedes
all other prior agreements and  understandings,  both written and oral,  between
the parties with respect to the subject matter hereof.

         18.  Counterparts.  This  Agreement  may be  signed  in any  number  of
counterpart copies and by the parties hereto on separate  counterparts,  but all
such  copies  shall  constitute  one and the  same  instrument.  Delivery  of an
executed   counterpart   of  signature  page  to  this  Agreement  by  facsimile
transmission shall be effective as delivery of a manually executed  counterpart.
Any party so executing this Agreement by facsimile  transmission  shall promptly
deliver a manually  executed  counterpart,  provided  that any  failure to do so
shall  not  affect  the  validity  of  the  counterpart  executed  by  facsimile
transmission.

         19.  Successors  and Assigns.  This  Agreement will be binding upon and
inure to the benefit of the Grantor and the Bank and their respective successors
and assigns;  provided,  however, that the Grantor may not assign this Agreement
in whole or in part without the Bank's prior written consent and the Bank at any
time may assign this Agreement in whole or in part.


                                      -7-
<PAGE>


         20. Interpretation.  In this Agreement, unless the Bank and the Grantor
otherwise agree in writing,  the singular includes the plural and the plural the
singular;  words  importing any gender include the other genders;  references to
statutes   are  to  be  construed  as   including   all   statutory   provisions
consolidating,  amending or  replacing  the statute  referred  to; the word "or"
shall be deemed to  include  "and/or",  the words  "including",  "includes"  and
"include"  shall be deemed to be  followed  by the words  "without  limitation";
references to articles,  sections (or  subdivisions of sections) or exhibits are
to those of this Agreement unless otherwise indicated.  Section headings in this
Agreement  are  included  for  convenience  of  reference  only  and  shall  not
constitute a part of this Agreement for any other purpose.  If this Agreement is
executed by more than one Grantor,  the  obligations of such persons or entities
will be joint and several.

         21.  Indemnity.  The Grantor  agrees to indemnify each of the Bank, its
directors,  officers and employees  and each legal entity,  if any, who controls
the Bank (the "Indemnified Parties") and to hold each Indemnified Party harmless
from and against any and all claims, damages,  losses,  liabilities and expenses
(including  all fees and charges of internal or external  counsel  with whom any
Indemnified  Party may consult and all  expenses of  litigation  or  preparation
therefor) which any Indemnified Party may incur or which may be asserted against
any Indemnified  Party as a result of the execution of or performance under this
Agreement;  provided,  however, that the foregoing indemnity agreement shall not
apply to claims, damages,  losses,  liabilities and expenses solely attributable
to an Indemnified Party's gross negligence or willful misconduct.  The indemnity
agreement  contained  in this  Section  shall  survive the  termination  of this
Agreement. The Grantor may participate at its expense in the defense of any such
claim.

         22. Governing Law and  Jurisdiction.  This Agreement has been delivered
to and accepted by the Bank and will be deemed to be made in the Commonwealth of
Pennsylvania.  THIS AGREEMENT WILL BE INTERPRETED AND THE RIGHTS AND LIABILITIES
OF THE PARTIES HERETO DETERMINED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH
OF  PENNSYLVANIA,  EXCEPT  THAT THE LAWS OF THE STATE  WHERE ANY  COLLATERAL  IS
LOCATED (IF DIFFERENT FROM THE  COMMONWEALTH OF  PENNSYLVANIA)  SHALL GOVERN THE
CREATION,  PERFECTION  AND  FORECLOSURE  OF THE LIENS CREATED  HEREUNDER ON SUCH
PROPERTY OR ANY INTEREST THEREIN. The Grantor hereby irrevocably consents to the
exclusive  jurisdiction  of any state or federal court in the county or judicial
district  where the Bank's  office  indicated  above is located;  provided  that
nothing  contained in this  Agreement  will  prevent the Bank from  bringing any
action,  enforcing  any award or judgment or exercising  any rights  against the
Grantor  individually,  against  any  security  or against  any  property of the
Grantor   within  any  other   county,   state  or  other  foreign  or  domestic
jurisdiction.  The Bank and the Grantor agree that the venue  provided  above is
the most convenient forum for both the Bank and the Grantor.  The Grantor waives
any objection to venue and any objection based on a more convenient forum in any
action instituted under this Agreement.

         23. WAIVER OF JURY TRIAL.  EACH OF THE GRANTOR AND THE BANK IRREVOCABLY
WAIVES  ANY AND  ALL  RIGHT  IT MAY  HAVE  TO A  TRIAL  BY  JURY IN ANY  ACTION,
PROCEEDING  OR CLAIM OF ANY NATURE  RELATING TO THIS  AGREEMENT,  ANY  DOCUMENTS
EXECUTED IN CONNECTION  WITH THIS AGREEMENT OR ANY  TRANSACTION  CONTEMPLATED IN
ANY OF SUCH


                                      -8-
<PAGE>


DOCUMENTS.  THE GRANTOR AND THE BANK  ACKNOWLEDGE  THAT THE FOREGOING  WAIVER IS
KNOWING AND VOLUNTARY.

         24.  Additional  Provisions.  The following  shall be excluded from the
definition of Collateral: N/A.

The following additional  provisions are made a part of this Security Agreement:
None.


WITNESS the due execution  hereof as a document under seal, as of the date first
written above.

                                               BORROWER:

WITNESS/ATTEST:                                STV GROUP, INCORPORATED

/s/ Lori Jo Berk                               By:  /s/ Peter W. Knipe    (SEAL)
Print Name:  Lori Jo Berk                      Print Name:  Peter W. Knipe
Title:  Admin. Asst.                           Title:  CFO


WITNESS/ATTEST:                                STV INCORPORATED

/s/ Lori Jo Berk                               By:  /s/ Peter W. Knipe    (SEAL)
Print Name:  Lori Jo Berk                      Print Name:  Peter W. Knipe
Title:  Admin. Asst.                           Title:  CFO


WITNESS/ATTEST:                                STV CONSTRUCTION SERVICES, INC.

/s/ Lori Jo Berk                               By:  /s/ Peter W. Knipe    (SEAL)
Print Name:  Lori Jo Berk                      Print Name:  Peter W. Knipe
Title:  Admin. Asst.                           Title:  CFO


WITNESS/ATTEST:                                STV INTERNATIONAL, INC.

/s/ Lori Jo Berk                               By:  /s/ Peter W. Knipe    (SEAL)
Print Name:  Lori Jo Berk                      Print Name:  Peter W. Knipe
Title:  Admin. Asst.                           Title:  CFO


                [SIGNATURES ARE CONTINUED ON THE FOLLOWING PAGE]


                                      -9-
<PAGE>


WITNESS/ATTEST:                                STV/ENVIRONMENTAL, INC.

/s/ Lori Jo Berk                               By:  /s/ Peter W. Knipe    (SEAL)
Print Name:  Lori Jo Berk                      Print Name:  Peter W. Knipe
Title:  Admin. Asst.                           Title:  CFO


WITNESS/ATTEST:                                STV SURVEYING, INC.

/s/ Lori Jo Berk                               By:  /s/ Peter W. Knipe    (SEAL)
Print Name:  Lori Jo Berk                      Print Name:  Peter W. Knipe
Title:  Admin. Asst.                           Title:  CFO


WITNESS/ATTEST:                                STV CONSTRUCTION, INC.

/s/ Lori Jo Berk                               By:  /s/ Peter W. Knipe    (SEAL)
Print Name:  Lori Jo Berk                      Print Name:  Peter W. Knipe
Title:  Admin. Asst.                           Title:  CFO


WITNESS/ATTEST:                                STV ARCHITECTS, INC.

/s/ Lori Jo Berk                               By:  /s/ Peter W. Knipe    (SEAL)
Print Name:  Lori Jo Berk                      Print Name:  Peter W. Knipe
Title:  Admin. Asst.                           Title:  Secretary


WITNESS/ATTEST:                                STV SILVER & ZISKIND ARCHITECTS,
                                               P.C.

/s/ Lori Jo Berk                               By:  /s/ Peter W. Knipe    (SEAL)
Print Name:  Lori Jo Berk                      Print Name:  Peter W. Knipe
Title:  Admin. Asst.                           Title:  Secretary


WITNESS/ATTEST:                                STV ARCHITECTS, P.C.

/s/ Lori Jo Berk                               By:  /s/ Michael D. Garz   (SEAL)
Print Name:  Lori Jo Berk                      Print Name:  Michael D. Garz
Title:  Admin. Asst.                           Title:  President


                                      -10-
<PAGE>
                                   SCHEDULE A

         STV Construction Services, Inc.

         STV International, Inc.

         STV/Environmental, Inc.

         STV Surveying, Inc.

         STV Construction, Inc.

         STV Architects, Inc.

         STV Silver & Ziskind Architects, P.C.

         STV Architects, P.C.


                                      -11-
<PAGE>
                                  EXHIBIT "A"
                             TO SECURITY AGREEMENT

Grantor's form of organization and jurisdiction of organization, if not a
natural person:

STV Group, Incorporated, a Pennsylvania corporation
STV Incorporated, a New York corporation
STV Construction Services, Inc., a Pennsylvania corporation
STV International, Inc., a Pennsylvania corporation
STV/Environmental, Inc., a Pennsylvania corporation
STV Surveying, Inc., a Delaware corporation
STV Construction, Inc., a Pennsylvania corporation
STV Architects, Inc., a Pennsylvania corporation
STV/Silver & Ziskind Architects, P.C., a New York professional corporation
STV Architects, P.C., a New York professional corporation

Address of Grantor's chief executive office, including the County:

All Grantors:  205 West Welsh Drive
               Douglasville, Pennsylvania 19518
               Berks County

Address of books and records, if different:

               Same.

Addresses of other Collateral locations, including Counties and name and address
of landlord or owner if location is not owned by the Grantor:

     STV Group
     ---------

          225 Park Avenue South
          New York, NY 10003

     STV Incorporated
     ----------------

          80 Ferry Boulevard
          Stratford, CT 06615

          230 Congress Street, 9th Floor
          Boston, MA 02110


                                      -12-
<PAGE>

          225 Park Avenue South
          New York, NY 10003

          75 Montgomery Street
          Jersey City, NJ 07302

          21 Governor's Court
          Baltimore, MD 21244

          2105 West County Line Road
          Jackson, NJ 08527

          44427 Airport Road, Suite 120
          California, MD

          Four Gateway Center, Suite 325
          Pittsburgh, PA 15222

          820 Bear Tavern Road, Suite 105
          Trenton, NJ 08628

          70 West Madison Street, Suite 2840
          Chicago, IL 60602

          2040 West Wisconsin Avenue, Suite 563
          Milwaukee, WI 53233

          1055 Wilshire Boulevard
          Los Angeles, CA 90017

          425 Market Street, Suite 2835
          San Francisco, CA 94105

          1101 Market Street, Suite 1410
          Philadelphia, PA 19107

          One Main Place, 1201 Main Street, Suite 1512
          Dallas, TX 75202

          727 North First Street, Suite 21


                                      -13-