Negative Pledge Agreement

EXHIBIT 10.5


NEGATIVE PLEDGE AGREEMENT


This Negative Pledge Agreement is made as of August 14, 1998 by and between Pixelworks, Inc. ("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published or unpublished and whether or not the same also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
product ...