Form of Negative Pledge Agreement

Exhibit 10.5


FORM OF NEGATIVE PLEDGE AGREEMENT


This Negative Pledge Agreement is made as of January 30, 2003, by and between _________________ with offices at _______________________("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 One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462, 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 (i) for the granting of non-exclusive licenses or sublicenses
by Borrower in the ordinary course of business, (ii) as otherwise
permitted in the Loan Documents and (iii) entering into escrow and
similar arrangements with respect to source code in the ordinary
course of business, Borrower has not, and 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. As of the date hereof, Borrower has not, and from and after the date
hereof shall not, enter into a negative pledge agreement, or similar
agreement, affecting the rights of the Intellectual Property with
any other party.


3. 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.


4. As used herein,


a. "Intellectual Property" means:


(i) Any and all Copyrights;


(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;


...