Negative Pledge Agreement

NEGATIVE PLEDGE AGREEMENT


This Negative Pledge Agreement is made as of December 5, 1997, by and between EPRISE CORPORATION, formerly known as NovaLink USA Corporation ("Borrower") and SILICON VALLEY BANK, a California-chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at Wellesley Office Park, 40 William Street, Suite 350, Wellesley, Massachusetts 02181, doing business under the name "Silicon Valley East" ("Bank").


In connection with, among other documents, the Loan and Security Agreement (the "Loan Documents") being concurrently executed herewith between Borrower and Bank, Borrower agrees as follows:


1. Except for the granting of licenses by Borrower in the ordinary course
of business, Borrower shall not sell, transfer, assign, mortgage,
pledge, lease, grant a security interest in, or encumber any of
Borrower's Intellectual Property (as defined below):


2. It shall be an event of default under the Loan Documents between
Borrower and Bank if there is a breach of any term of this Negative
Pledge Agreement.


3. As used herein,
(a) "Intellectual Property" means:
(i) Any and all Copyright rights, Copyright applications,
copyright registrations and like protections in each work
or authorship and derivative work thereof, whether
published or unpublished and whether or not the same also
constitutes a trade secret, now or hereafter existing,
created, acquired or held;


(ii) Any and all trade secrets, and any and all intellectual
property rights in computer software and computer software
products now or hereafter existing, created, acquired or
held;


(iii) Any and all design rights which may be available to
Borrower now or hereafter existing, created, acquired or
held;


(iv) All Mask Works or similar rights available for the
protection of semiconductor chips;


(v) All Patents, Patent applications and like protections
including, without limitation, improvements, divisions,
continuations, renewals, reissues, extensions and
continuations-in-part of the


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same, including without limitation the Patents and Patent
applications;


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