Negative Pledge Agreement

Exhibit 10.27


Customer No.

Loan No.

RBC Centura NEGATIVE PLEDGE AGREEMENT
(SD-L&S)


THIS NEGATIVE PLEDGE AGREEMENT (" Agreement" ) is entered into, as of February 1, 2005, by ETRIALS WORLDWIDE, INC., a Delaware corporation (" Borrower" ), with a mailing address of 2701 Aerial Center Parkway, Suite 100, Morrisville, North Carolina 27560, to RBC CENTURA BANK, with a mailing address of 3201 Beechleaf Court, Suite 700, Raleigh, North Carolina 27604, Attention: Group Executive - KBI (" Bank" ).


RECITALS

A. Bank has agreed to make certain advances of money and to extend certain financial accommodation to Borrower (" Loans" ) in the amount and manner set forth in that certain Loan and Security Agreement entered into contemporaneously herewith by and between Borrower and Bank (as the same may be amended, modified, renewed, extended, supplemented and replaced from time to time, the " Loan Agreement" ). Capitalized terms used herein and not otherwise defined herein are used as defined in the Loan Agreement.

B. Bank is willing to make the Loans to Borrower, but only upon the condition, among others, that Borrower enter into this Agreement.

NOW, THEREFORE, for good and valuable consideration, receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the Borrower hereby covenants and agrees with the Bank as follows:

AGREEMENT

1. Except as provided in Section 2 below, from the date of this Agreement through the end of the term hereof as provided hereinbelow, Borrower shall not through its actions or inactions, and Borrower shall not through the actions or inactions of others, sell, transfer, assign, mortgage, pledge, lease, grant a security interest in or encumber any of the Copyrights, Patents or Trademarks listed on Exhibits A , B and C attached hereto, any of Borrower' s other Intellectual Property and any parts or parcels of any of the foregoing and interests and rights in any of the foregoing, including, without limitation, the following:


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copyright registrations and like protections in each work of authorship and derivative work thereof, both published and unpublished and whether or not the same also constitutes a trade secret, now existing and hereafter existing, created, acquired and held;


b. Any and all mask works and similar rights available for the protection of semiconductor chips, now owned and hereafter acquired;

c. Any and all trade secrets, and any and all intellectual property rights in computer software and computer software products now existing and hereafter existing, created, acquired and held;


d. Any and all design rights which may be available to Borrower now existing and hereafter existing, created, acquired and held;


e. Any and all patents, patent applications and like protections including, without limitation, improvements, divisions, continuations, r ...