SECURITY AGREEMENT

     SECURITY  AGREEMENT  (as  amended,  restated,  supplemented  or  otherwise
modified from time to time and including all attachments, exhibits and schedules
hereto,  the  "Agreement"),  dated  as  of  April  19,  2002,  made  by  APPIANT
               ---------
TECHNOLOGIES,  INC.,  a  Delaware  corporation  (the  "Grantor") in favor of the
parties  set  forth  on Schedule B hereto (collectively, the "Secured Parties").

     WHEREAS,  the  Grantor has issued separate debentures dated the date hereof
to  each  of  the  Secured Parties (the "Debentures") in the aggregate principal
amount evidenced by such Debentures pursuant to a Debenture and Warrant Purchase
Agreement by and among the Grantor and the Secured Parties dated the date hereof
(the  "Debenture  and  Warrant  Purchase  Agreement");  and

     WHEREAS, it is a condition precedent to the Secured Parties making the loan
evidenced  by the Debentures to the Grantor that the Grantor execute and deliver
to  the  Secured  Parties  a  security  agreement providing for the grant to the
Secured Parties of a continuing security interest in the accounts receivable and
personal property of the Grantor, all in substantially the form hereof to secure
all  Obligations  (hereinafter  defined);

     NOW,  THEREFORE,  the  parties  agree  as  follows:

                             ARTICLE I.  DEFINITIONS

     Section  1.1.     Definition  of  Terms Used Herein.  All capitalized terms
                       ----------------------------------
used  herein  and  not  defined  herein  have  the  respective meanings provided
therefor  in the Debenture and Warrant Purchase Agreement.  All terms defined in
the Uniform Commercial Code (hereinafter defined) as in effect from time to time
and  used herein and not otherwise defined herein (whether or not such terms are
capitalized)  have  the  same  definitions  herein  as  specified  therein.

     Section  1.2.     Definition of Certain Terms Used Herein.  As used herein,
                       ---------------------------------------
the  following  terms  have  the  following  meanings:

     "Collateral"  means  all  accounts  receivable and all personal and fixture
      ----------
property of every kind and nature, including, without limitation, all furniture,
fixtures,  equipment,  raw  materials,  inventory,  or  other  goods,  accounts,
contract rights, rights to the payment of money, insurance refund claims and all
other  insurance  claims  and  proceeds,  tort claims, chattel paper, documents,
instruments,  securities and other investment property, deposit accounts, rights
to  proceeds of letters of credit and all general intangibles including, without
limitation,  all  tax  refund  claims,  license  fees, patents, patent licenses,
patent  applications,  trademarks,  trademark  licenses, trademark applications,
trade  names,  copyrights, copyright licenses, copyright applications, rights to
sue  and  recover  for  past infringement of patents, trademarks and copyrights,
computer  programs,  computer  software,  engineering  drawings,  service marks,
customer  lists,  goodwill, and all licenses, permits, agreements of any kind or
nature pursuant to which the Grantor possesses, uses or has authority to possess
or  use  property  (whether tangible or intangible) of others or others possess,
use  or  have  authority  to  possess  or  use  property  (whether  tangible  or


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                                                                               2


intangible)  of  the  Grantor,  and  all  recorded  data  of any kind or nature,
regardless  of  the medium of recording including, without limitation, all books
and  records,  software, writings, plans, specifications and schematics; and all
proceeds  and  products  of  each  of  the  foregoing.

     "Debentures"  has the meaning assigned to such term in the first recital of
      ----------
this  Agreement.

     "Default" means any event or circumstance which, with the giving of notice,
      -------
the  lapse  of time, or both, would (if not cured, waived, or otherwise remedied
during  such  time)  constitute  an  Event  of  Default.

     "Event  of  Default" has the meaning specified in the Debenture and Warrant
      ------------------
Purchase  Agreement.

     "Indemnitees"  has  the  meaning  specified  in  Section  7.5(b).
      -----------

     "Lien"  means: (i) any interest in property securing an obligation owed to,
      ----
or  a  claim  by,  a  Person  other than the owner of the property, whether such
interest  is  based  on  the  common  law, statute, or contract, and including a
security  interest,  charge,  claim,  or  lien  arising from a mortgage, deed of
trust,  encumbrance,  pledge,  hypothecation,  assignment,  deposit arrangement,
agreement,  security  agreement,  conditional  sale or trust receipt or a lease,
consignment  or  bailment for security purposes; (ii) to the extent not included
under  clause  (i),  any  reservation,  exception,  encroachment,  easement,
       -----------
right-of-way,  covenant,  condition, restriction, lease or other title exception
or  encumbrance  affecting property; and (iii) any contingent or other agreement
to  provide  any  of  the  foregoing.

     "Obligations"  means  all indebtedness, liabilities, obligations, covenants
      -----------
and  duties  of  the  Grantor  to  the Secured Parties of every kind, nature and
description,  direct  or  indirect,  absolute  or  contingent,  due  or not due,
contractual or tortious, liquidated or unliquidated, arising by operation of law
or  otherwise, now existing of hereafter arising under or in connection with the
Debenture  and  Warrant  Purchase  Agreement  or  this  Agreement.

     "Registered  Organization"  means an entity formed by filing a registration
      ------------------------
document  with  a  United  States Governmental Authority, such as a corporation,
limited  partnership  or  limited  liability  company.

     "Revised  Article  9"  has  the  meaning  specified  in  Section  7.14.
      -------------------

     "Security  Interest"  has  the  meaning  specified  in  Section 2.1 of this
      ------------------
Agreement.

     "Uniform  Commercial  Code"  means the Uniform Commercial Code from time to
      -------------------------
time  in  effect  in  the  State  of  New  York.

                         ARTICLE II.  SECURITY INTEREST

     Section  2.1.     Security  Interest.  As  security  for  the  payment  and
                       ------------------
performance,  in  full  of  the  Obligations,


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                                                                               3


and  any extensions, renewals, modifications or refinancings of the Obligations,
the  Grantor  hereby  bargains,  sells,  conveys, assigns, sets over, mortgages,
pledges, hypothecates and transfers to the Secured Parties, and hereby grants to
the  Secured Parties, its successors and assigns, a security interest in, all of
such  Grantor's  right,  title and interest in, to and under the Collateral (the
"Security  Interest").

     Section  2.2.     No  Assumption  of  Liability.  The  Security Interest is
                       -----------------------------
granted as security only and shall not subject the Secured Parties to, or in any
way  alter or modify, any obligation or liability of the Grantor with respect to
or  arising  out  of  the  Collateral.

                  ARTICLE III.  REPRESENTATIONS AND WARRANTIES

     The  Grantor  represents  and  warrants  to  the  Secured  Parties  that:

     Section  3.1.     Title  and  Authority.  The  Grantor  has  good and valid
                       ---------------------
rights  in and title to the Collateral with respect to which it has purported to
grant a security interest hereunder and has full power and authority to grant to
the  Secured  Parties  the Security Interest and to execute, deliver and perform
its  obligations  in  accordance  with  the terms of this Agreement, without the
consent or approval of any other Person other than any consent or approval which
has  been  obtained.

     Section  3.2.     Filings;  Actions  to Achieve Perfection.  Fully executed
                       ----------------------------------------
Uniform  Commercial  Code  financing  statements  (including fixture filings, as
applicable) or other appropriate filings, recordings or registrations containing
a  description  of the Collateral have been delivered to the Secured Parties for
filing  in  each United States governmental, municipal or other office specified
in  Schedule A, which are all the filings, recordings and registrations that are
    ----------
necessary  to  publish  notice of and protect the validity of and to establish a
legal,  valid and perfected security interest in favor of the Secured Parties in
respect  of  all  Collateral  in which the Security Interest may be perfected by
filing,  recording  or  registration  in  the  United  States  (or any political
subdivision  thereof)  and  its  territories  and possessions, and no further or
subsequent  filing,  refiling,  recording,  rerecording,  registration  or
reregistration  is  necessary in any such jurisdiction, except as provided under
applicable  law  with  respect  to the filing of continuation statements or with
respect  to the filing of amendments or new filings to reflect the change of the
Grantor's  name,  location, identity or corporate structure.  The Grantor's name
is listed in the preamble of this Agreement identically to how it appears on its
certificate  of  incorporation  or  other  organizational  documents.

     legal  and  valid  security  interest  in  all  the Collateral securing the
payment  and  performance  of  the  Obligations, (b) subject only to the filings
described  in Section 3.2 above, a perfected security interest in all Collateral
in  which  a  security  interest  may  be  perfected  by  filing,  recording  or
registration  in  the  United  States pursuant to the Uniform Commercial Code or
other applicable law in the United States (or any political subdivision thereof)
and  its  territories  and possessions or any other country, state or nation (or
any political subdivision thereof).  The Security Interest is and shall be prior
to  any  other  Lien  on  any  of  the  Collateral.


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                                                                               4


     Section 3.4.     Absence of Other Liens.  The Grantor's Collateral is owned
                      ----------------------
by  the  Grantor free and clear of any Lien.  Without limiting the foregoing and
except as set forth on Schedule 3.4 to this Agreement, the Grantor has not filed
                       ------------
or  consented to any filing described in Schedule A in favor of any Person other
                                         ----------
than the Secured Parties, nor permitted the granting or assignment of a security
interest  or  permitted perfection of any security interest in the Collateral in
favor  of  any  Person  other  than  the  Secured Parties.  The Grantor's having
possession of all instruments and cash constituting Collateral from time to time
and  the filing of financing statements in the offices referred to in Schedule A
                                                                      ----------
hereto  results  in  the  perfection  of  such security interest.  Such security
interest  is,  or  in  the case of Collateral in which the Grantor obtain rights
after  the  date hereof, will be, a perfected, first priority security interest.
Such notices, filings and all other action necessary or desirable to perfect and
protect  such  security  interest  have  been  duly  taken.

     Section  3.5.     Valid and Binding Obligation.  This Agreement constitutes
                       ----------------------------
the  legal, valid and binding obligation of the Grantor, enforceable against the
Grantor  in  accordance  with  its  terms,  except  (i) as limited by applicable
bankruptcy,  insolvency,  reorganization,  moratorium, and other laws of general
application  affecting  enforcement  of  creditors'  rights  generally,  (ii) as
limited by laws relating to the availability of specific performance, injunctive
relief, or other equitable remedies, and (iii) to the extent the indemnification
provisions  contained  in this Agreement may be limited by applicable federal or
state  securities  laws.

                             ARTICLE IV.  COVENANTS

     Section 4.1.     Change of Name; Location of Collateral; Place of Business,
                      ----------------------------------------------------------
State  of  Formation  or  Organization.
---------------------------------------

          (a)     The  Grantor  shall  notify  the  Secured  Parties  in writing
     promptly  of any change (i) in its corporate name or in any trade name used
     to  identify  it  in the conduct of its business or in the ownership of its
     properties,  (ii)  in  the  location  of  its  chief  executive office, its
     principal  place  of  business,  any  office in which it maintains books or
     records  relating to Collateral owned by it (including the establishment of
     any  such  new  office  or  facility),  (iii)  in its identity or corporate
     structure  such  that a filed filing made under the Uniform Commercial Code
     becomes  misleading  or (iv) in its Federal Taxpayer Identification Number.
     In  extension  of the foregoing, the Grantor shall not effect or permit any
     change  referred  to in the preceding sentence unless all filings have been
     made  under  the  Uniform Commercial Code or otherwise that are required in
     order  for  the  Secured  Parties  to  continue at all times following such
     change  to  have  a  valid,  legal  and  perfected  first priority security
     interest  in  all  the  Collateral.

          (b)     Without  limiting  Section  4.1(a),  without the prior written
     consent  of  the  Secured  Parties  in each instance, the Grantor shall not
     change  its  (i) principal residence, if it is an individual, (ii) place of
     business,  if  it  has  only  one place of business and is not a Registered
     Organization,  (iii)  principal  place of business, if it has more than one
     place  of  business  and is not a Registered Organization, or (iv) state of
     incorporation,  formation  or  organization,  if  it  is  a  Registered
     Organization.


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                                                                               5


     Section  4.2.     Records.  The Grantor shall maintain, at its own cost and
                       --------
expense, such complete and accurate records with respect to the Collateral owned
by  it  as  is consistent with its current practices and in accordance with such
prudent  and  standard  practices  used  in  industries  that are the same as or
similar  to  those  in which the Grantor is engaged, but in any event to include
complete  accounting  records indicating all payments and proceeds received with
respect to any part of the Collateral, and, at such time or times as the Secured
Parties  may  reasonably request, promptly to prepare and deliver to the Secured
Parties  a  duly certified schedule or schedules in form and detail satisfactory
to  the Secured Parties showing the identity, amount and location of any and all
Collateral.

     Section  4.3.     Periodic  Certification; Notice of Changes.  In the event
                       ------------------------------------------
there  should  at  any  time  be  any  change in the information represented and
warranted  herein  or in the documents and instruments executed and delivered in
connection herewith, the Grantor shall immediately notify the Secured Parties in
writing  of  such  change  (this notice requirement shall be in extension of and
shall  not  limit  or  relieve  the  Grantor  of any other covenants hereunder).

     Section  4.4.     Protection  of  Security.  The  Grantor shall, at its own
                       -------------------------
cost  and  expense,  take  any  and all actions necessary to defend title to the
Collateral  against  all  persons  and  to  defend  the Security Interest of the
Secured  Parties  in  the  Collateral and the priority thereof against any Lien.

     Section 4.5.     Inspection and Verification.  The Secured Parties and such
                      ---------------------------
persons  as the Secured Parties may reasonably designate shall have the right to
inspect  the  Collateral,  all records related thereto (and to make extracts and
copies  from  such records) and the premises upon which any of the Collateral is
located,  to  discuss the Grantor's affairs with the officers of the Grantor and
its  independent  accountants  and  to  verify  under  reasonable procedures the
validity,  amount,  quality,  quantity,  value,  condition and status of, or any
other  matter  relating to, the Collateral, including, in the case of collateral
in the possession of any third Person, by contacting any account debtor or third
Person possessing such Collateral for the purpose of making such a verification.
Out-of-pocket  expenses in connection with any inspections by representatives of
the  Secured Parties shall be (a) the obligations of the Grantor with respect to
any  inspection during the continuance of a Default or an Event of Default or in
which  a  Default  or an Event of Default is discovered or (b) the obligation of
the  Secured  Parties  in  any  other  case.

     Section  4.6.     Taxes;  Encumbrances.  At its option, the Secured Parties
                       ---------------------
may  discharge, Liens at any time levied or placed on the Collateral and may pay
for the maintenance and preservation of the Collateral to the extent the Grantor
fails to do so and the Grantor shall reimburse the Secured Parties on demand for
any  payment made or any expense incurred by the Secured Parties pursuant to the
foregoing  authorization;  provided, however, that nothing in this Section shall
be  interpreted as excusing the Grantor from the performance of, or imposing any
obligation  on  the  Secured  Parties to cure or perform, any covenants or other
obligation  of  the


<PAGE>
                                                                               6



Grantor with respect to any Lien or maintenance or preservation of Collateral as
set  forth  herein.

     Section  4.7.     Use and Disposition of Collateral.  The Grantor shall not
                       ---------------------------------
make  or  permit  to  be  made  an  assignment,  pledge  or hypothecation of any
Collateral  or  shall  grant  any  other Lien in respect of the Collateral.  The
Grantor  shall  not make or permit to be made any transfer of any Collateral and
the  Grantor  shall remain at all times in possession of the Collateral owned by
it.

     Section  4.8.     Insurance/Notice  of Loss.  Within a reasonable period of
                       --------------------------
time  following  the  date of this Agreement, Grantor, at its own expense, shall
maintain or cause to be maintained insurance covering physical loss or damage to
the  Collateral.  In  extension  of  the  foregoing and without limitation, such
insurance  shall be payable to each of the Secured Parties as loss payee under a
"standard"  loss  payee  clause,  and  each  Secured Party shall be listed as an
"additional  insured"  on Grantor's general liability insurance.  Such insurance
shall  not  be  terminated,  cancelled  or not renewed for any reason, including
non-payment  of  insurance  premiums, unless the insurer shall have provided the
Secured  Parties  at  least  30  days prior written notice.  Grantor irrevocably
makes,  constitutes  and  appoints  Intercoastal  Financial  Services  Corp.
("Intercoastal")  (and  all  officers,  employees  or  agents  designated  by
  ------------
Intercoastal) as its true and lawful agent and attorney-in-fact for the purpose,
during the continuance of an Event of Default, of making, settling and adjusting
claims  in respect of Collateral under policies of insurance, endorsing the name
of  Grantor  on  any  check,  draft, instrument or other item of payment for the
proceeds  of  such  policies  of insurance and for making all determinations and
decisions  with respect thereto.  In the event that Grantor at any time or times
shall  fail  to  obtain  or  maintain  any of the policies of insurance required
hereby  or  to  pay  any  premium in whole or part relating thereto, the Secured
Parties may, without waiving or releasing any obligation or liability of Grantor
hereunder or any Event of Default, in their sole discretion, obtain and maintain
such  policies of insurance and pay such premium and take any other actions with
respect  thereto  as  the Secured Parties deem advisable.  All sums disbursed by
the Secured Parties in connection and in accordance with this Section, including
reasonable  attorneys'  fees,  court  costs, expenses and other charges relating
thereto,  shall  be  payable  upon demand, by Grantor to the Secured Parties and
shall  be  additional Obligations secured hereby.  Grantor shall promptly notify
the  Secured  Parties if any material portion of the Collateral owned or held by
Grantor  is  damaged  or  destroyed.  The  proceeds of any casualty insurance in
respect  of  any  casualty loss of any of the Collateral shall (i) so long as no
Default  or  Event  of  Default  has occurred and is continuing, be disbursed to
Grantor for direct application by Grantor solely to the repair or replacement of
Grantor's property so damaged or destroyed, and (ii) in all other circumstances,
be  held  by  the  Secured  Parties as cash collateral for the Obligations.  The
Secured Parties may, at their sole option, disburse from time to time all or any
part of such proceeds so held as cash collateral, upon such terms and conditions
as  the  Secured Parties may reasonably prescribe, for direct application by the
Secured  Parties  solely  to  the repair or replacement of Grantor's property so
damaged  or  destroyed, or Grantor may apply all or any part of such proceeds to
the  Obligations.

     Section  4.9.     Legend.  Grantor  shall  legend,  in  form  and  manner
                       ------
satisfactory  to  the  Secured  Parties, its accounts and its books, records and
documents  evidencing or pertaining thereto with an appropriate reference to the
fact  that  such accounts have been assigned to the Secured Parties and that the
Secured  Parties  have  a  security  interest  therein.

                ARTICLE V.  FURTHER ASSURANCES; POWER OF ATTORNEY

     Section  5.1.     Further  Assurances.  Grantor  shall, at its own expense,
                       -------------------
execute,  acknowledge,  deliver  and  cause  to  be  duly filed all such further
instruments  and  documents  and


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                                                                               7


take  all  such  actions as the Secured Parties may from time to time reasonably
request  to  better  assure, preserve, protect and perfect the Security Interest
and  the  rights  and remedies created hereby, including the payment of any fees
and  taxes  required  in  connection  with  the  execution  and delivery of this
Agreement, the granting of the Security Interest and the filing of any financing
statements (including fixture filings) or other documents in connection herewith
or  therewith.  If  any  amount  payable  under or in connection with any of the
Collateral  shall  be  or  become  evidenced  by  any  promissory  note or other
instrument,  such  note or instrument shall be immediately pledged and delivered
to  the  Secured  Parties, duly endorsed in a manner satisfactory to the Secured
Parties.

     Section  5.2.     Power  of  Attorney.
                       --------------------

          (a)     Grantor  hereby  irrevocably  (as  a  power  coupled  with  an
interest)  constitutes and appoints Intercoastal (and all officers, employees or
agents  designated  by  Intercoastal),  its  attorney-in-fact with full power of
substitution,  for  the  benefit  of  the  Secured  Parties,

               (i)   to take all appropriate action and to execute all documents
     and  instruments  that  may  be  necessary  or  desirable to accomplish the
     purposes  of  this  Agreement,  and  without limiting the generality of the
     foregoing,  Grantor  hereby  grants the power to file one or more financing
     statements  (including  fixture  filings), continuation statements, filings
     with  the  United  States  Patent  and  Trademark  Office  or United States
     Copyright  Office  (or  any  successor  office or any similar office in any
     other  country)  or  other  documents  for  the  purpose  of  perfecting,
     confirming,  continuing,  enforcing  or  protecting  the  Security Interest
     granted by Grantor, without the signature of Grantor, and naming Grantor as
     debtor  and  the  Secured  Parties  as  secured  parties;  and

               (ii)   upon the occurrence and during the continuance of an Event
     of  Default  (i)  to  receive,  endorse,  assign and/or deliver any and all
     Debentures, acceptances, checks, drafts, money orders or other evidences of
     payment  relating  to  the  Collateral or any part thereof; (ii) to demand,
     collect,  receive  payment  of,  give  receipt  for and give discharges and
     releases of all or any of the Collateral; (iii) to sign the name of Grantor
     on any invoice or bill of lading relating to any of the Collateral; (iv) to
     send  verifications  of  accounts to any account debtor or any other Person
     liable  for  an  account;  (v) to commence and prosecute any and all suits,
     actions  or  proceedings  at  law  or  in  equity in any court of competent
     jurisdiction  to  collect  or  otherwise  realize  on  all  or  any  of the
     Collateral  or  to enforce any rights in respect of any Collateral; (vi) to
     settle,  compromise,  compound,  adjust  or  defend  any  actions, suits or
     proceeding  relating  to  all  or  any of the Collateral; and (vii) to use,
     sell,  assign,  transfer,  pledge,  make  any  agreement with respect to or
     otherwise  deal with all or any of the Collateral, and to do all other acts
     and  things necessary to carry out the purposes of this Agreement, as fully
     and completely as though the Secured Parties were the absolute owner of the
     Collateral  for  all  purposes;  provided,  however,  that  nothing  herein
     contained shall be construed as requiring or obligating the Secured Parties
     to  make  any  commitment  or  to  make  any  inquiry  as  to the nature or
     sufficiency  of  any payment received by the Secured Parties, or to present
     or  file  any  claim  or  notice, or to take any action with respect to the
     Collateral  or  any  part  thereof  or  the  moneys due or to become due in
     respect  thereof  or  any  property  covered  thereby,  and

<PAGE>
     no  action taken or omitted to be taken by the Secured Parties with respect
     to  the  Collateral  or  any  part  thereof shall give rise to any defense,
     counterclaim  or  offset  in  favor  of  Grantor  or to any claim or action
     against  the  Secured  Parties.

               (b)     The  provisions of this Article shall in no event relieve
Grantor  of  any  of its obligations hereunder with respect to the Collateral or
any  part  thereof or impose any obligation on the Secured Parties to proceed in
any  particular manner with respect to the Collateral or any part thereof, or in
any  way limit the exercise by the Secured Parties of any other or further right
which it may have on the date of this Agreement or hereafter, whether hereunder,
by  law  or  otherwise.

                              ARTICLE VI.  REMEDIES

     Section  6.1.     Remedies  upon  Default.
                       ------------------------

          (a)     Upon  the occurrence and during the continuance of an Event of
     Default,  Grantor  agrees  to  deliver  each  item of its Collateral to the
     Secured  Parties on demand, and it is agreed that the Secured Parties shall
     have  the  right to take any of or all the following actions at the same or
     different  times:  with  or without legal process and with or without prior
     notice  or demand for performance, to take possession of the Collateral and
     without  liability  for trespass to enter any premises where the Collateral
     may  be  located  for  the  purpose of taking possession of or removing the
     Collateral,  exercise  Grantor's  right  to  bill  and  receive payment for
     completed work and, generally, to exercise any and all rights afforded to a
     secured  party  under  the Uniform Commercial Code or other applicable law.
     Without  limiting  the generality of the foregoing, Grantor agrees that the
     Secured Parties shall have the right, subject to the mandatory requirements
     of  applicable  law, to sell or otherwise dispose of all or any part of the
     Collateral,  at  public  or private sale or at any broker's board or on any
     securities  exchange,  for  cash, upon credit or for future delivery as the
     Secured  Parties  shall  deem  appropriate.  The  Secured  Parties shall be
     authorized at any such sale (if it deems it advisable to do so) to restrict
     the  prospective  bidders  or  purchasers to persons who will represent and
     agree  that  they  are  purchasing the Collateral for their own account for
     investment  and  not  with  a view to the distribution or sale thereof, and
     upon consummation of any such sale the Secured Parties shall have the right
     to  assign, transfer and deliver to the purchaser or purchasers thereof the
     Collateral  so  sold.  Each  such purchaser at any such sale shall hold the
     property  sold  absolutely,  free  from  any  claim or right on the part of
     Grantor,  and  Grantor  hereby  waives (to the extent permitted by law) all
     rights  of  redemption,  stay and appraisal which Grantor now has or may at
     any  time  in the future have under any rule of law or statute now existing
     or  hereafter  enacted.

          (b)     The  Secured Parties shall give Grantor ten (10) days' written
     notice  (which  Grantor  agrees  is reasonable notice within the meaning of
     Section  9-504(3)  of  the Uniform Commercial Code) of the Secured Parties'
     intention  to  make  any  sale of Collateral. Such notice, in the case of a
     public  sale, shall state the time and place for such sale and, in the case
     of  a sale at a broker's board or on a securities exchange, shall state the
     board or exchange at which such sale is to be made and the day on which the


<PAGE>
                                                                               9


     Collateral,  or  portion  thereof,  will  first be offered for sale at such
     board or exchange. Any such public sale shall be held at such time or times
     within  ordinary  business hours and at such place or places as the Secured
     Parties  may fix and state in the notice (if any) of such sale. At any such
     sale, the Collateral, or portion thereof, to be sold may be sold in one lot
     as an entirety or in separate parcels, as the Secured Parties may (in their
     sole  and  absolute discretion) determine. The Secured Parties shall not be
     obligated  to  make any sale of any Collateral if it shall determine not to
     do  so, regardless of the fact that notice of sale of such Collateral shall
     have  been  given.  The Secured Parties may, without notice or publication,
     adjourn  any  public or private sale or cause the same to be adjourned from
     time to time by announcement at the time and place fixed for sale, and such
     sale  may,  without  further notice, be made at the time and place to which
     the  same  was  so  adjourned.  In  case any sale of all or any part of the
     Collateral is made on credit or for future delivery, the Collateral so sold
     may  be retained by the Secured Parties until the sale price is paid by the
     purchaser  or  purchasers  thereof, but the Secured Parties shall not incur
     any  liability  in case any such purchaser or purchasers shall fail to take
     up  and  pay  for  the Collateral so sold and, in case of any such failure,
     such  Collateral  may be sold again upon like notice. At any public (or, to
     the  extent  permitted by law, private) sale made pursuant to this Section,
     the  Secured Parties may bid for or purchase, free (to the extent permitted
     by  law)  from any right of redemption, stay, valuation or appraisal on the
     part  of  Grantor (all said rights being also hereby waived and released to
     the  extent  permitted  by law), the Collateral or any part thereof offered
     for  sale  and  may make payment on account thereof by using any claim then
     due and payable to the Secured Parties from Grantor as a credit against the
     purchase price, and the Secured Parties may, upon compliance with the terms
     of  sale,  hold,  retain  and  dispose  of  such  property  without further
     accountability  to  Grantor  therefor.  For  purposes  hereof,  a  written
     agreement  to  purchase  the  Collateral  or  any  portion thereof shall be
     treated  as  a sale thereof; the Secured Parties shall be free to carry out
     such  sale  pursuant to such agreement and Grantor shall not be entitled to
     the  return  of  the  Collateral  or  any  portion thereof subject thereto,
     notwithstanding  the fact that after the Secured Parties shall have entered
     into  such  an agreement all Events of Default shall have been remedied and
     the  Obligations paid in full. As an alternative to exercising the power of
     sale herein conferred upon it, the Secured Parties may proceed by a suit or
     suits  at  law  or  in  equity  to foreclose this Agreement and to sell the
     Collateral  or  any  portion  thereof pursuant to a judgment or decree of a
     court  or  courts having competent jurisdiction or pursuant to a proceeding
     by  a  court-appointed  receiver.

     Section  6.2.     Application of Proceeds.  The Secured Parties shall apply
                       -----------------------
the  proceeds  of  any  collection  or  sale  of  the Collateral, as well as any
Collateral  consisting  of  cash,  as  follows:

          (a)     FIRST,  to  the  payment of all costs and expenses incurred by
the  Secured  Parties in connection with such collection or sale or otherwise in
connection  with  this  Agreement or any of the Obligations, including all court
costs  and  the fees and expenses of its agents and legal counsel, and any other
costs  or  expenses  incurred  in  connection  with the exercise of any right or
remedy  hereunder,  under  the Debenture and Warrant Purchase Agreement or under
the  Debentures;


<PAGE>
                                                                              10


          (b)     SECOND,  to  the  payment  in  full  of  the  Obligations; and

          (c)     THIRD, to Grantor, its successors or assigns, or to whomsoever
may  be  lawfully  entitled  to  receive  the  same,  or as a court of competent
jurisdiction  may  otherwise  direct.

     Subject  to  the  foregoing,  the  Secured  Parties  shall  have  absolute
discretion as to the time of application of such proceeds, moneys or balances in
accordance  with this Agreement.  Upon any sale of the Collateral by the Secured
Parties  (including  pursuant  to  a power of sale granted by statute or under a
judicial  proceeding),  the  receipt of any such proceeds, moneys or balances by
the  Secured  Parties  or  of  the officer making the sale shall be a sufficient
discharge  to  the  purchaser  or  purchasers of the Collateral so sold and such
purchaser  or purchasers shall not be obligated to see to the application of any
part  of  the purchase money paid over to the Secured Parties or such officer or
be  answerable  in  any  way  for  the  misapplication  thereof.

     Section  6.3.     Grant  of  License to Use Intellectual Property.  For the
                       -----------------------------------------------
purpose  of  enabling  the Secured Parties to exercise rights and remedies under
this  Article  at such time as the Secured Parties shall be lawfully entitled to
exercise  such rights and remedies, Grantor hereby grants to the Secured Parties
an irrevocable, non-exclusive license (exercisable without payment of royalty or
other  compensation  to  Grantor)  to  use,  license  or  sub-license any of the
Collateral  consisting  of intellectual property now owned or hereafter acquired
by  Grantor, and wherever the same may be located, and including in such license
reasonable  access  to  all  media  in  which  any  of the licensed items may be
recorded  or  stored  and  to  all  computer  software and programs used for the
compilation or printout thereof.  The use of such license by the Secured Parties
may be exercised, at the option of the Secured Parties, only upon the occurrence
and  during  the continuation of an Event of Default (after giving effect to any
applicable  cure  periods).

                           ARTICLE VII.  MISCELLANEOUS

     Section  7.1.     Notices.  All communications and notices hereunder to the
                       --------
Grantor  and  to  the  Secured  Parties  shall  (except  as  otherwise expressly
permitted  herein)  be  in  writing and delivered to the Grantor or the Lenders'
Representative,  as  the  case  may be, as provided in the Debenture and Warrant
Purchase  Agreement.

     Section  7.2.     Security  Interest  Absolute.  All  rights of the Secured
                       ----------------------------
Parties  hereunder,  the  Security  Interest  and  all  obligations  of  Grantor
hereunder  shall  be  absolute and unconditional irrespective of (a) any lack of
validity  or enforceability of the Debenture and Warrant Purchase Agreement, the
Debentures,  any  agreement  with respect to any of the Obligations or any other
agreement  or instrument relating to any of the foregoing, (b) any change in the
time,  manner or place of payment of, or in any other term of, all or any of the
Obligations, or any other amendment or waiver of or any consent to any departure
from  the  Debenture and Warrant Purchase Agreement, the Debentures or any other
agreement or instrument, (c) any exchange, release or non-perfection of any Lien
on  other  collateral, or any release or amendment or waiver of or consent under
or  departure  from  any  guarantee,  securing or guaranteeing all or any of the
Obligations,  or  (d)  any  other circumstance that might otherwise constitute a
defense  available  to, or a discharge of, Grantor in respect of the Obligations
or  this  Agreement.


<PAGE>
                                                                              11


     Section  7.3.     Survival  of  Agreement.  All  covenants,  agreements,
                       -----------------------
representations and warranties made by Grantor herein and in the certificates or
other  instruments  prepared or delivered in connection with or pursuant to this
Agreement  shall  be  considered to have been relied upon by the Secured Parties
and  shall  survive the making of the loan and the execution and delivery to the
Secured  Parties  of the Debentures, regardless of any investigation made by the
Secured  Parties or on their behalf; and shall continue in full force and effect
until  this  Agreement  shall  terminate.

     Section 7.4.     Binding Effect; Several Agreement; Successors and Assigns.
                      ---------------------------------------------------------
This  Agreement  shall  become effective as to Grantor when a counterpart hereof
executed  on  behalf of Grantor shall have been delivered to the Secured Parties
and  a  counterpart  hereof  shall  have  been executed on behalf of the Secured
Parties,  and  thereafter  shall be binding upon Grantor and the Secured Parties
and  their  respective successors and assigns, and shall inure to the benefit of
Grantor, the Secured Parties and their respective successors and assigns, except
that  Grantor  shall  not  have  the  right  to assign or transfer its rights or
obligations  hereunder or any interest herein or in the Collateral (and any such
assignment  or  transfer shall be void) except as expressly contemplated by this
Agreement,  the  Debenture  and  Warrant  Purchase  Agreement or the Debentures.


     Section  7.5.     Secured  Parties'  Fees  and  Expense;  Indemnification.
                       --------------------------------------------------------

          (a)     Grantor  agrees  to pay upon demand to the Secured Parties the
     amount  of  any and all reasonable expenses, including all reasonable fees,
     disbursements  and  other  charges  of  its  counsel  and of any experts or
     agents,  which  the  Secured  Parties  may incur in connection with (i) the
     administration  of this Agreement (including the customary fees and charges
     of the Secured Parties for any audits conducted by it or on its behalf with
     respect to the accounts inventory), (ii) the custody or preservation of, or
     the  sale  of,  collection  from  or  other  realization  upon  any  of the
     Collateral,  (iii)  the  exercise,  enforcement or protection of any of the
     rights  of  the Secured Parties hereunder or (iv) the failure of Grantor to
     perform  or  observe  any  of  the  provisions  hereof.

          (b)     Without  limitation  of  its indemnification obligations under
     the  Debenture  and Warrant Purchase Agreement, Grantor agrees to indemnify
     the Secured Parties and the agent, contractors and employees of each of the
     foregoing  (collectively, the "Indemnitees") against, and hold each of them
                                    -----------
     harmless from, any and all losses, claims, damages, liabilities and related
     expenses,  including  reasonable  fees,  disbursements and other charges of
     counsel, incurred by or asserted against any of them arising out of, in any
     way  connected  with,  or  as  a  result  of,  the  execution, delivery, or
     performance  of  this Agreement or any agreement or instrument contemplated
     hereby  or  any  claim,  litigation,  investigation  or proceeding relating
     hereto  or  to  the  Collateral,  whether  or not any Indemnitee is a party
     thereto;  provided  that such indemnity shall not, as to any Indemnitee, be
     available  to  the extent that such losses, claims, damages, liabilities or
     related  expenses  are  determined  by a court of competent jurisdiction by
     final and nonappealable judgment to have resulted from the gross negligence
     or  willful  misconduct  of  such  Indemnitee.


<PAGE>
                                                                              12


          (c)     Any  such  amounts  payable  as  provided  hereunder  shall be
     additional Obligations secured hereby. The provisions of this Section shall
     remain operative and in full force and effect regardless of the termination
     of  this  Agreement,  the  Debenture  and Warrant Purchase Agreement or the
     Debentures,  the  consummation of the transactions contemplated hereby, the
     repayment  of any of the Obligations, the invalidity or unenforceability of
     any term or provision of this Agreement, the Debenture and Warrant Purchase
     Agreement  or  the Debentures, or any investigation made by or on behalf of
     the Secured Parties. All amounts due under this Section shall be payable on
     written  demand  therefor.

     Section  7.6.     GOVERNING  LAW.  THIS  AGREEMENT  SHALL  BE  CONSTRUED IN
                       --------------
ACCORDANCE  WITH  AND  GOVERNED  BY  THE  LAWS  OF  THE  STATE  OF  NEW  YORK.

     Section  7.7.     Waivers;  Amendment.
                       --------------------

          (a)     No  failure  or delay of the Secured Parties in exercising any
power or right hereunder shall operate as a waiver thereof, nor shall any single
or  partial  exercise  of  any  such  right  or  power,  or  any  abandonment or
discontinuance  of steps to enforce such a right or power, preclude any other or
further  exercise  thereof  or  the  exercise  of any other right or power.  The
rights and remedies of the Secured Parties hereunder and under the Debenture and
Warrant Purchase Agreement are cumulative and are not exclusive of any rights or
remedies  that  they  would otherwise have.  No waiver of any provisions of this
Agreement,  the  Debenture  and  Warrant Purchase Agreement or the Debentures or
consent  to  any  departure by Grantor therefrom shall in any event be effective
unless  the same shall be permitted by paragraph (b) below, 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 Grantor in any case shall entitle
Grantor  to  any  other  or  further  notice  or  demand  in  similar  or  other
circumstances.

          (b)     Neither this Agreement nor any provision hereof may be waived,
amended  or  modified  except pursuant to an agreement or agreements, in writing
entered  into  by  the  Secured  Parties  and  Grantor.

     Section 7.8.     WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES, TO
                      --------------------
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
BY  JURY  IN  RESPECT  OF  ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF,
UNDER  OR  IN CONNECTION WITH THIS AGREEMENT, THE DEBENTURE AND WARRANT PURCHASE
AGREEMENT  OR  THE  DEBENTURES.  EACH  PARTY  HERETO  (A)  CERTIFIES  THAT  NO
REPRESENTATIVE,  AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR  OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO  ENFORCE  THE  FOREGOING  WAIVER  AND  (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT, THE DEBENTURE AND
WARRANT  PURCHASE  AGREEMENT  AND THE DEBENTURES, AS APPLICABLE, BY, AMONG OTHER
THINGS,  THE  MUTUAL  WAIVERS  AND  CERTIFICATIONS  IN  THIS  SECTION.


<PAGE>
                                                                              13


     Section  7.9.     Severability.  In  the  event  any  one  or  more  of the
                       ------------
provisions  contained  in  this  Agreement  should  be  held 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  (it  being  understood  that  the  invalidity of a particular
provision  in  a  particular  jurisdiction shall not in and of itself affect the
validity  of  such  provision  in  any  other  jurisdiction).  The parties shall
endeavor  in  good-faith  negotiations  to  replace  the  invalid,  illegal  or
unenforceable  provisions  with  valid  provisions  the economic effect of which
comes  as  close  as  possible  to that of the invalid, illegal or unenforceable
provisions.

     Section  7.10.     Counterparts.  This  Agreement may be executed in two or
                        ------------
more  counterparts,  each of which shall constitute an original but all of which
when  taken  together  shall  constitute  but one contract.  Each party shall be
entitled  to rely on a facsimile signature of any other party hereunder as if it
were  an  original.

     Section  7.11.     Jurisdiction;  Consent  to  Service  of  Process.
                        -------------------------------------------------

          (a)     Grantor  hereby  irrevocably  and unconditionally submits, for
     itself  and  its property, to the nonexclusive jurisdiction of any New York
     State court or Federal court of the United States of America sitting in New
     York  City,  and  any  appellate  court  from any thereof, in any action or
     proceeding  arising out of or relating to this Agreement, the Debenture and
     Warrant  Purchase  Agreement  or  the  Debentures,  or  for  recognition or
     enforcement  of  any  judgment,  and  each  of  the  parties  hereto hereby
     irrevocably  and  unconditionally  agrees that all claims in respect of any
     such  action  or  proceeding  may  be heard and determined in such New York
     State  or,  to  the extent permitted by law, in such Federal court. Each of
     the  parties  hereto  agrees  that  a  final judgment in any such action or
     proceeding  shall  be conclusive and may be enforced in other jurisdictions
     by  suit on the judgment or in any other manner provided by law. Nothing in
     this  Agreement  shall  affect  any  right  that  the  Secured  Parties may
     otherwise  have  to  bring  any  action  or  proceeding  relating  to  this
     Agreement,  the  Debenture and Warrant Purchase Agreement or the Debentures
     against  Grantor  or  its  properties  in  the  courts of any jurisdiction.

          (b)     Grantor  hereby irrevocably and unconditionally waives, to the
     fullest extent it may legally and effectively do so, any objection which it
     may  now  or  hereafter  have to the laying of venue of any suit, action or
     proceeding  arising out of or relating to this Agreement, the Debenture and
     Warrant  Purchase  Agreement  or  the  Debentures  in any New York State or
     Federal court. Each of the parties hereto hereby irrevocably waives, to the
     fullest  extent  permitted  by law, the defense of an inconvenient forum to
     the  maintenance  of  such  action  or  proceeding  in  any  such  court.

          (c)     Each  party  to this Agreement irrevocably consents to service
     of  process  in  the manner provided for notices in Section 7.1. Nothing in
     this  Agreement  will  affect  the  right of any party to this Agreement to
     process  in  any  other  manner  permitted  by  law.

     Section  7.12.     Termination.  This  Agreement  and the Security Interest
                        -----------
shall  terminate  when all the Obligations have been paid in full, at which time
the  Secured Parties shall execute and deliver to Grantor, at Grantor's expense,
all  Uniform  Commercial  Code  termination


<PAGE>
                                                                              14


statements  and  similar  documents  which  Grantor  shall reasonably request to
evidence such termination.  Any execution and delivery of termination statements
or  documents  pursuant to this Section shall be without recourse to or warranty
by  the  Secured  Parties.

     Section  7.13.     Prejudgment  Remedy  Waiver.  Grantor  acknowledges that
                        ---------------------------
this  Agreement, the Debenture and Warrant Purchase Agreement and the Debentures
evidence a commercial transaction and that it could, under certain circumstances
have  the right, to notice of and hearing on the right of the Secured Parties to
obtain  a  prejudgment  remedy, such as attachment, garnishment and/or replevin,
upon commencing any litigation against Grantor.  Notwithstanding, Grantor hereby
waives  all  rights to notice, judicial hearing or prior court order to which it
might  otherwise  have  the  right  under  any  state  or  federal  statute  or
constitution  in  connection  with  the  obtaining by the Secured Parties of any
prejudgment  remedy  by  reason  of  this  Agreement,  the Debenture and Warrant
Purchase  Agreement,  the  Debentures  or  by  reason  of the Obligations or any
renewals  or  extensions of the same.  Grantor also waives any and all objection
which it might otherwise assert, now or in the future, to the exercise or use by
the  Secured  Parties  of  any right of setoff, repossession or self help as may
presently  exist  under  statute  or  common  law.

     Section  7.14.     Concerning  Revised  Article 9 of the Uniform Commercial
                        --------------------------------------------------------
Code.  The  parties  acknowledge  and  agree to the following provisions of this
Agreement  in  anticipation  of  the  possible  application,  in  one  or  more
jurisdictions  to the transactions contemplated hereby, of the revised Article 9
  -
of the Uniform Commercial Code in the form or substantially in the form approved
in  1998  by  the  American  Law  Institute  and  the  National  Conference  of
Commissioners  on  Uniform  State  Law  ("Revised  Article  9").
                                          -------------------

          (a)     In  applying  the  law  of  any  jurisdiction in which Revised
Article  9 is in effect, the Collateral is all assets of Grantor, whether or not
within  the  scope  of  Revised  Article  9.  The Collateral shall also include,
without  limitation,  the  following  categories of assets as defined in Revised
Article  9:  goods  (including inventory, equipment and any accessions thereto),
instruments  (including  promissory  notes),  documents,  accounts  (including
health-care-insurance  receivables),  chattel  paper  (whether  tangible  or
electronic),  deposit  accounts,  letter-of-credit  rights  (whether  or not the
letter  of credit is evidenced by a writing), commercial tort claims, securities
and  all  other  investment  property,  general  intangibles  (including payment
intangibles  and  software),  supporting obligations and any and all proceeds of
any  thereof,  wherever  located,  whether now owned and hereafter acquired.  If
Grantor  shall at any time, whether or not Revised Article 9 is in effect in any
particular  jurisdiction, acquire a commercial tort claim, as defined in Revised
Article  9,  Grantor  shall  immediately notify the Secured Parties in a writing
signed  by Grantor of the brief details thereof and grant to the Secured Parties
in  such  writing  a  security interest therein and in the proceeds thereof, all
upon  the terms of this Agreement, with such writing to be in form and substance
satisfactory  to  the  Secured Parties.  The Secured Parties may at any time and
from  time  to  time,  pursuant  to  the provisions of Article V, file financing
statements,  continuation  statements  and  amendments thereto that describe the
Collateral as all assets of Grantor or words of similar effect and which contain
any  other  information  required  by  Part  5  of  Revised  Article  9  for the
sufficiency or filing office acceptance of any financing statement, continuation
statement  or  amendment, including whether Grantor is an organization, the type
of  organization  and  any organization identification number issued to Grantor.
Grantor  shall furnish any such information to the Secured Parties promptly upon
request.  Any  such


<PAGE>
                                                                              15


financing statements, continuation statements or amendments may be signed by the
Secured Parties on behalf of Grantor, as provided in Article V, and may be filed
at  any  time  in  any  jurisdiction whether or not Revised Article 9 is then in
effect  in  that  jurisdiction.

          (b)     Grantor  shall  at  any time and from time to time, whether or
not  Revised  Article  9  is in effect in any particular jurisdiction, take such
steps  as the Secured Parties may reasonably request for the Secured Parties (i)
to  obtain an acknowledgement, in form and substance satisfactory to the Secured
Parties,  of  any  bailee  having  possession  of any of the Collateral that the
bailee  holds  such Collateral for the Secured Parties, (ii) to obtain "control"
of  any  investment  property,  deposit  accounts,  letter-of-credit  rights  or
electronic  chattel  paper  (as such terms are defined in Revised Article 9 with
corresponding  provisions  in Sec.Sec. 9-104, 9-105, 9-106 and 9-107 relating to
what  constitutes  "control"  for such items of Collateral), with any agreements
establishing  control  to  be  in form and substance satisfactory to the Secured
Parties,  and (iii) otherwise to insure the continued perfection and priority of
the  Secured  Parties'  security  interest  in  any of the Collateral and of the
preservation  of  its  rights therein, whether in anticipation and following the
effectiveness  of  Revised  Article  9  in  any  jurisdiction.

          (c)     Nothing contained in this Section shall be construed to narrow
the  scope  of the security interest granted hereby in any of the  Collateral or
the  perfection  or  priority thereof or to impair or otherwise limit any of the
rights,  powers,  privileges or remedies of the Secured Parties hereunder except
as  (and  then only to the extent) specifically mandated by Revised Article 9 to
the  extent  then  applicable.

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

                              APPIANT TECHNOLOGIES, INC.


                              By:
                                  -----------------------------------
                                  Name:
                                  Title:



                              [INVESTOR]


                              By:
                                  -----------------------------------
                                  Name:
                                  Title:


<PAGE>