Exhibit 10.12

SECURITY AND PLEDGE AGREEMENT

SECURITY AND PLEDGE AGREEMENT, dated as of September 19, 2001 (the "Agreement"), by and between Douglas A. Sabella (the "Pledgor"), and Tumbleweed
Communications Corp., a Delaware corporation (the "Pledgee").

WHEREAS,
in consideration for the Pledgee's loan of Two Hundred and Fifty Thousand Dollars ($250,000.00) to the Pledgor, the Pledgor is delivering to the Pledgee a duly executed
promissory note, dated the date hereof (such note as it may be amended, modified or supplemented from time to time together with any replacement thereof, the "Note"), in the principal amount of Two
Hundred and Fifty Thousand Dollars ($250,000.00) in favor of the Pledgee; and

WHEREAS,
the Pledgor has agreed to pledge the Pledged Securities (as defined below) and the Proceeds (as defined below) to the Pledgee to secure the Pledgor's obligations under the Note.

NOW,
THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

1.Grant of Security Interest in Collateral.The Pledgor hereby grants to the Pledgee, as security for all
present and future obligations and liabilities of all kinds of the Pledgor to the Pledgee under the Note and this Agreement (collectively referred to as the "Obligations"), a first priority security
interest in the following described property (collectively referred to as the "Collateral"):



2.Pledgor's Covenants.



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3.Payment of Taxes, Charges, Liens and Assessments.The Pledgor agrees to pay, prior to delinquency, all taxes,
charges, liens and assessments against the Collateral and the Proceeds, and upon the failure of
the Pledgor to do so, the Pledgee, at its option, may pay any of them. Any such payments made by the Pledgee shall be obligations of the Pledgor to the Pledgee, due and payable immediately without
demand and shall be secured by the Collateral and the Proceeds, subject to all of the terms and conditions of this Agreement.

4.Powers of Pledgee.The Pledgor appoints the Pledgee his true attorney in fact to perform any of the following
powers, which are coupled with an interest, are irrevocable until termination of this Agreement and may be exercised from time to time by the Pledgee's officers and employees, or any of them, whether
or not the Pledgor is in default: (a) to perform any obligations of the Pledgor hereunder in the Pledgor's name or otherwise; (b) to give notice of Pledgee's right under the Collateral
to enforce the same; (c) to release security; (d) to resort to security; (e) to prepare, execute, file, record or deliver notes, assignments, schedules, designation statements,
financing statements, continuation statements, termination statements, statements of assignment, applications for registration or like papers to perfect, preserve or release the Pledgee's interest in
the Collateral; (f) after an Event of Default, to endorse, collect, deliver and receive payment under instruments for the payment of money constituting or relating to the Collateral;
(g) after an Event of Default, to preserve or release the interest evidenced by chattel paper to which the Pledgee is entitled hereunder and to endorse and deliver evidences of title incidental
thereto; (h) after an Event of Default, to exercise all rights, powers and remedies which the Pledgor would have, but for this Agreement, under all Collateral subject to this Agreement; and
(i) to do all acts and things and execute all documents in the name of the Pledgor otherwise, deemed by the Pledgee as necessary, proper and convenient in connection with the preservation,
perfection or enforcement of its rights hereunder.

5.Events of Default; Remedies.



6.No Waiver.The failure of the Pledgee to exercise any right or remedy under this Agreement or the Note, or
delay by the Pledgee in exercising same, will not operate as a waiver thereof. No waiver by the Pledgee will be effective unless and until it is in writing and signed by the Pledgee. No waiver of any
condition or performance will operate as a waiver of any subsequent condition or obligation. The
Pledgee shall have no obligation to resort to the Collateral or any other security which is or may become available to it.

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7.Consents to Sales of Pledged Capital Stock.In the event that the value of the Pledged Capital Stock exceeds
the value of the Obligations, and Pledgor desires to sell some or all of that portion of the Pledged Capital Stock which exceeds the value of the Obligations, Pledgor will petition the Board of
Directors of the Pledgee for its consent to permit such sale, which consent shall not unreasonably be withheld.

8.Miscellaneous.



Any
such notice shall be deemed to have been given, (i) if sent by mail, five (5) days after the date mailed, and (ii) if delivered personally, on the date of delivery.



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IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

|Date:    September 19, 2001 | PLEDGOR:                                                                               
|--------------------------- | ---------------------------------------------------------------------------------------
|                            | /s/DOUGLAS A. SABELLADouglas A. Sabella
Director, President and
Chief Operating Officer

| |  | PLEDGEE:                       
| |  | -------------------------------
| |  | Tumbleweed Communications Corp.
| |  | By:                            

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