Negative Pledge Agreement Made As of April 23,2003

EXHIBIT 10.2


NEGATIVE PLEDGE AGREEMENT

This Negative Pledge Agreement is made as of April 3, 2003, by and between Lexar Media, Inc. a Delaware corporation (" Borrower" ) and Silicon Valley Bank (" 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. Borrower shall not sell, transfer, assign, mortgage, pledge, lease, grant a security interest in, or encumber any of Borrower' s intellectual property, including, without limitation, the following:


a. 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registrations and like protections in each work or authorship and derivative work thereof, whether published or unpublished and whether or not the same also constitutes a trade secret, now or hereafter existing, created, acquired or held;


b. All mask works or similar rights available for the protection of semiconductor chips, now owned or hereafter acquired;


c. 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;

d. Any ...