NOVEON INC
EXHIBIT 10.14
<DOCUMENT>
<TYPE>EX-10.14
<SEQUENCE>6
<FILENAME>security.txt
<DESCRIPTION>EXHIBIT 10.14
<TEXT>
                                                              Exhibit 10.14

                             SECURITY AGREEMENT

          This Security  Agreement is made as of November 30, 2001, between
Noveon  Holdings,  Inc., a Delaware  corporation  ("Pledgee") and Steven J.
Demetriou ("Pledgor").

                                 Recitals
                                 --------

Pursuant to a Management Subscription  Agreement,  dated November 30, 2001,
by and between Pledgor and Pledgee (the "Subscription Agreement"),  Pledgor
has purchased  10,000 shares of Pledgee's  common stock (the "Shares") at a
price of $100.00 per share,  for a total purchase  price of  $1,000,000.00.
Pledgor  has  paid for the  Shares  with the  proceeds  of a loan  from the
Pledgee,  the terms of which are set forth in a  promissory  note,  of even
date herewith, in the principal amount of $1,000,000.00 made by the Pledgor
in favor of the  Pledgee  (as amended or  otherwise  modified  from time to
time, the "Note").

          NOW, THEREFORE, it is agreed as follows:

     1. Creation and Description of Security Interest.  In consideration of
the loan by Pledgee to Pledgor,  Pledgor  hereby pledges all of such Shares
(herein  sometimes   referred  to  as  the  "Collateral")   represented  by
certificate  number  127,  duly  endorsed in blank or with  executed  stock
powers,  and herewith delivers said certificate to Pledgee,  who shall hold
said  certificate  subject  to the terms and  conditions  of this  Security
Agreement.

          The Shares  (together with an executed blank stock assignment for
use in  transferring  all or a portion of the Shares to Pledgee  if, as and
when  required  pursuant to this Security  Agreement)  shall be held by the
Pledgee as security for the repayment of the Note and all obligations under
the Note (whether for principal,  interest or otherwise) and all extensions
or  renewals  thereof  and the  Pledgee  shall not  encumber,  transfer  or
otherwise  dispose of such Shares except in accordance  with the provisions
of this Security Agreement.

     2. Pledgor's Representations and Covenants. To induce Pledgee to enter
into this Security Agreement,  Pledgor represents and covenants to Pledgee,
its successors and assigns, as follows:

          a. Payment of Indebtedness. Pledgor will pay the principal sum of
the Note  secured  hereby,  together  with  interest  thereon and all other
obligations thereunder, at the time and in the manner provided in the Note.

          b. Encumbrances.  The Shares are free of all other  encumbrances,
defenses  and liens,  and  Pledgor  will not  further  encumber  the Shares
without the prior written consent of Pledgee.

          c. Margin  Regulations.  In the event that Pledgee's common stock
is now or later  becomes  margin-listed  by the Federal  Reserve  Board and
Pledgee is classified as a "lender"  within the meaning of the  regulations
under Part 207 of Title 12 of the Code of Federal Regulations  ("Regulation
G"),  Pledgor  agrees to cooperate with Pledgee in making any amendments to
the Note or  providing  any  additional  collateral  as may be necessary to
comply with such regulations.

     3.  Voting  Rights.  During the term of this pledge and so long as all
payments of  principal  and  interest are made as they become due under the
terms of the Note,  Pledgor  shall have the right to vote all of the Shares
pledged hereunder.

     4. Stock Adjustments.  In the event that during the term of the pledge
any  stock  dividend,  reclassification,  readjustment  or other  change is
declared or made in the capital structure of Pledgee,  all new, substituted
and  additional  shares  or other  securities  issued by reason of any such
change  shall be  delivered  to and held by the Pledgee  under the terms of
this Security Agreement in the same manner as the Shares originally pledged
hereunder.  Pledgor and Pledgee shall  cooperate and execute such documents
as are reasonable so as to provide for the addition to or  substitution  of
such  Collateral  and,  upon such addition or  substitution,  references to
"Shares" in this Security Agreement shall include all such new, substituted
or additional shares or other securities of Pledgor as a result thereof.

     5.  Options  and Rights.  In the event  that,  during the term of this
pledge,  subscription options or other rights or options shall be issued in
connection  with the pledged  Shares,  such rights and options shall be the
property of Pledgor and, if  exercised  by Pledgor,  all new stock or other
securities so acquired by Pledgor as it relates to the pledged  Shares then
held by Pledgee shall be immediately delivered to Pledgee, to be held under
the terms of this  Security  Agreement  in the same  manner  as the  Shares
pledged.

     6.  Default.  Pledgor shall be deemed to be in default of the Note and
of this  Security  Agreement  in the event (each such  event,  an "Event of
Default"):

          a.  Payment  of  principal  or  interest  on the  Note  shall  be
delinquent for a period of 10 days or more;

          b. Pledgor fails to perform any of the covenants set forth in the
Subscription Agreement or contained in this Security Agreement for a period
of 10 days after written notice thereof from Pledgee; or

          c.  Pledgor  shall  be  subject  to  any  proceeding   under  any
bankruptcy or insolvency laws.

          In the case of an Event of Default,  as set forth above,  Pledgee
shall  have the right to  accelerated  payment  of the Note upon  notice to
Pledgor without presentment or other formality and Pledgee shall thereafter
be entitled to pursue its remedies  under the New York  Uniform  Commercial
Code including without limitation its rights to collect any deficiency.  In
case of any  Event of  Default  described  in (c)  above,  the  Note  shall
automatically be accelerated without presentment or other formality.

     7. Release of  Collateral.  The within pledge of Shares shall continue
until the payment of all  indebtedness  secured  hereby,  at which time the
pledged Shares shall be promptly delivered to Pledgor.

     8. Withdrawal or  Subscription of Collateral.  Pledgor shall not sell,
withdraw, pledge, substitute or otherwise dispose of all or any part of the
Collateral without the prior written consent of Pledgee.

     9.  Insolvency.  Pledgor  agrees that if a  bankruptcy  or  insolvency
proceeding  is  instituted by or against him, or if a receiver is appointed
for the  property of Pledgor,  or if Pledgor  makes an  assignment  for the
benefit of  creditors,  the entire  amount  unpaid on the Note shall become
immediately  due and  payable,  and  Pledgee may proceed as provided in the
case of an Event of Default.

     10. Pledgee Liability.  In the absence of willful or gross negligence,
Pledgee  shall not be liable to any party for any of his acts, or omissions
to act, as Pledgee.

     11.  Invalidity  of Particular  Provisions.  Pledgor and Pledgee agree
that the  enforceability  or  invalidity  of any provision or provisions of
this Security  Agreement shall not render any other provision or provisions
herein contained unenforceable or invalid.

     12.  Successors or Assigns.  Pledgor and Pledgee agree that all of the
terms of this  Security  Agreement  shall be  binding  on their  respective
successors and assigns,  and that the term "Pledgor" and the term "Pledgee"
as used herein shall be deemed to include, for all purposes, the respective
designees, successors, assigns, heirs, executors and administrators.

     13.  Governing Law. This Security  Agreement  shall be interpreted and
governed under the laws of the State of New York.

<PAGE>

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

                                    PLEDGOR

                                    By: /s/ Steven J. Demetriou
                                        --------------------------------
                                        Steven J. Demetriou

                                    Address: 1300 W. 9th St. #11
                                             ---------------------------
                                             Cleveland, OH 44113
                                             ---------------------------

                                             ---------------------------


                                    PLEDGEE

                                    NOVEON HOLDINGS, INC.


                                    By: /s/ Christopher R. Clegg
                                        --------------------------------
                                        Christopher R. Clegg, Senior Vice
                                          President and Secretary

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</DOCUMENT>
