SECURITY AGREEMENT

Exhibit 10.3

SECURITY AGREEMENT

THIS SECURITY AGREEMENT is entered into as of October 21, 2009, by and between STREAMLINE HEALTH SOLUTIONS, INC. , a Delaware corporation (the “Guarantor”) and FIFTH THIRD BANK , an Ohio banking corporation, the Lender under the Revolving Note (the “Secured Party”).

Section 1. Definitions :

1.1 Specific Definitions . The following definitions will apply:

“Accounts” means all accounts, accounts receivable, health-care-insurance receivables, credit card receivables, contract rights, tax refunds from federal, state and local governments, and all obligations in any form including but not limited to those arising out of the sale or lease of goods or the rendition of services by Guarantor; all guaranties, letters of credit and other security and supporting obligations for any of the above; all merchandise returned to or reclaimed by Guarantor; and all books and records (including computer programs, tapes and data processing software) evidencing an interest in or relating to the above; all winnings in a lottery or other game of chance operated by a governmental unit or person licensed to operate such game by a governmental unit and all rights to payment therefrom.

“Guarantor” means STREAMLINE HEALTH, INC . , an Ohio corporation

“Equipment” means all machinery, machine tools, equipment, fixtures, office equipment, furniture, furnishings, motors, motor vehicles, tools, dies, parts, jigs, goods (including, without limitation, each of the items of equipment set forth on any schedule which is either now or in the future attached to Secured Party’s copy of this Agreement), and all attachments, accessories, accessions, replacements, substitutions, additions and improvements thereto, and all supplies used or useful in connection therewith.

“Event of Default” means any “Event of Default” as defined in the Guaranty.

“Guaranty” means the Amended and Restated Continuing Guaranty Agreement dated as of the date hereof between Guarantor and Secured Party.

“General Intangibles” means all general intangibles, choses in action, causes of action, obligations or indebtedness owed to Guarantor from any source whatsoever, payment intangibles, software, and all other intangible personal property of every kind and nature (other than Accounts) including without limitation patents, trademarks, trade names, service marks, copyrights and applications for any of the above, and goodwill, trade secrets, licenses, franchises, rights under agreements, tax refund claims, and all books and records including all computer programs, disks, tapes, printouts, customer lists, credit files and other business and financial records, and the equipment containing any such information.

“Inventory” means any and all inventory, goods, supplies, wares, merchandises and other tangible personal property, including raw materials, work in process, supplies and components, and finished goods, whether held for sale or lease, or furnished or to be furnished under any contract for service, or used or consumed in business and also including products of and accessions to inventory, packing and shipping materials, and all documents of title, whether negotiable or non-negotiable, representing any of the foregoing.

“Investment Property” means any investment property, security, whether certificated or uncertificated, security entitlement, securities account, commodity contract or commodity account.

“Obligations” means all “Obligations” under and as defined in the Guaranty.

“Revolving Note” means the Amended and Restated Revolving Note dated as of October 21, 2009 executive by Borrower and payable to the Secured Party for itself and as agent for any affiliate of Fifth Third Bancorp.

“Uniform Commercial Code” and “UCC” means the Uniform Commercial Code as in effect in the State of Ohio and, to the extent the laws of any other state govern perfection, the effect of perfection and nonperfection, the Uniform Commercial Code as in effect in such state.

1.2 Other Definitions . Capitalized terms not defined herein have the meanings set forth in the Guaranty or, to the extent not defined therein, in the Revolving Note or, to the extent not defined therein, in the UCC.

Section 2. Security .

2.1 Security Interest of Secured Party . To induce Secured Party to make the Revolving Loans pursuant to the Revolving Note, and as security for all Obligations, Guarantor hereby assigns to Secured Party as collateral and grants to Secured Party a continuing pledge and security interest in the following property of Guarantor (the “Collateral”), whether now owned or existing or hereafter acquired or arising and regardless of where it is located:

(a) all Accounts;

(b) all Inventory;

(c) all Equipment, Goods and Fixtures;

(d) all General Intangibles;

(e) all Investment Property, Money and Deposit Accounts;

(f) all equity interests in Borrower, all documents, instruments, chattel paper, electronic chattel paper, securities, money, cash, letters of credit, letter of credit rights, promissory notes, warrants, dividends, distributions, Commercial Tort Claims, contracts, agreements, contract rights or other property, owned by Guarantor or in which Guarantor has an interest, which now or hereafter are at any time in the possession or control of Guarantor, Secured Party or in transit by mail or carrier to or in the possession of any third party acting on behalf of Secured Party, without regard to whether Secured Party received the same in pledge, for safekeeping, as agent for collection or transmission or otherwise or whether Secured Party had conditionally released the same, and the proceeds thereof, all rights to payment from all claims against Secured Party, and any deposit accounts of Guarantor and all amounts on deposit therein or credited thereto, including certificates of deposit, all demand, time, savings, passbook or other accounts;

(g) all books and records relating to the Collateral;

(h) all Supporting Obligations relating to the Collateral; and

(i) all proceeds and products of Collateral and all additions and accessions to, replacements of, insurance or condemnation proceeds of, and documents covering Collateral, all tort or other claims against third parties arising out of damage or destruction of Collateral, all property received wholly or partly in trade or exchange for Collateral, all fixtures, all leases of Collateral and all rents, revenues, issues, profits and proceeds arising from the sale, lease, license, encumbrance, collection, or any other temporary or permanent disposition, of the Collateral or any interest therein.

2.2 Representations in Schedule I . Guarantor represents and warrants that the representations and warranties in Schedule I attached hereto are true and correct in all material respects. Except as otherwise permitted hereunder, Guarantor will not change its name, change its jurisdiction of organization, transfer executive offices or maintain records with respect to Accounts at any location other than the present locations specified in that schedule.

2.3 Provisions Concerning Accounts and Other Collateral .

(a) Guarantor represents and warrants that each Account reflected in Guarantor’s books and records or hereafter created is, or at the time it arises will be, owned by Guarantor free and clear of all Liens in favor of any third party other than Permitted Liens, will be a bona fide existing obligation created by the final sale and delivery goods or the completed performance of services by Guarantor in the ordinary course of its business, will be for a liquidated amount maturing as stated in the supporting data covering such transaction, and will not be subject to any known deduction, offset, counterclaim, return privilege or other condition. Any discounts, credits and allowances relating to Accounts between Guarantor and its customers will be in accordance with the usual customary practices of Guarantor, as such practices exist as of the date hereof.

(b) Secured Party may at any time notify Debtors that Accounts have been assigned to Secured Party or of Secured Party’s security interest therein, and after default by Guarantor hereunder collect the same directly and all collection costs and expenses shall be due from Guarantor and shall constitute Obligations.

(c) If Guarantor becomes aware that a Debtor disputes liability or makes any claim with respect to an Account in excess of $10,000 or that a receivership petition or petition under any chapter of the federal bankruptcy act is filed by or against a Debtor, or that a Debtor dissolves, makes an assignment for the benefit of creditors, becomes insolvent, fails or goes out of business, or that any other event occurs which materially and adversely affects the value of any Account owed by a debtor, Guarantor will within two business days notify Secured Party of each such event. If an Event of Default has occurred and is continuing, Guarantor will not grant any discounts, credit or allowances to any Debtor and will not accept returns of merchandise without Secured Party’s consent. If an Event of Default has occurred and is continuing, Secured Party may settle disputes and claims directly with Debtors and apply the net amounts collected from such disputed Accounts to the Obligations, after expenses of collection.

(d) Guarantor appoints Secured Party as its attorney-in-fact to endorse Guarantor’s name on any checks, notes, acceptances, money orders, drafts or other forms of payment or security that may come into Secured Party’s possession; to sign Guarantor’s name on any invoice or bill of lading relating to any Accounts or Inventory, on drafts against Debtors, on schedules and assignments of Accounts or Inventory, on notices of assignment and other public records, on verifications of Accounts and on notices to Debtors; to notify post office authorities to change the address for delivery of Guarantor’s mail to an address designated by Secured Party, to receive and open all mail addressed to Guarantor and to retain all mail relating to Collateral and forward all other mail to Guarantor; to send requests for verification of Accounts to customers or Debtors, executing on its behalf any third party agreements or assignments to grant Secured Party control over the Collateral, including but not limited to third party agreements between Guarantor, Secured Party, and depository institutions, securities intermediaries, and issuers of letters of credit or other support obligations, which third party agreements direct the third party to accept direction from Secured Party regarding the maintenance and disposition of the Collateral and the products and proceeds thereof; provided that Secured Party will not exercise any right or power granted under the foregoing power-of-attorney unless an Event of Default has occurred and is continuing. Guarantor ratifies and approves all acts of Secured Party as attorney-in-fact. Secured Party as attorney-in-fact will not be liable for any acts or omissions, or for any error of judgment or mistake of fact or law except for bad faith. This power, being coupled with an interest, is irrevocable until all Obligations have been fully satisfied.

(e) If any Accounts will arise out of a contract with the United States of America or any department, agency, subdivision or instrumentality thereof, Guarantor will promptly notify Secured Party and upon the request of Secured Party, Guarantor will perfect Secured Party’s Lien in such Accounts under the provisions of the Federal laws on assignment of claims.

(f) Guarantor will promptly notify Secured Party of any Commercial Tort Claim (including a brief description thereof) and take such action as Secured Party may reasonably request (including amending any UCC financing statement) to perfect Secured Party’s Lien in such Collateral.

2.4 Provisions Concerning General Intangibles . Guarantor represents and warrants that Guarantor owns all of the General Intangibles in which Guarantor grants Secured Party a Lien, free and clear of any Liens other than Permitted Liens. Guarantor will preserve all material patents, trademarks, copyrights and the like which are necessary or useful for the conduct of its business.