Negative Pledge Agreement

NEGATIVE PLEDGE AGREEMENT


This Negative Pledge Agreement is made as of June 29, 2000, by and between Sunrise Technologies International, Inc. ("Borrower") and Silicon Valley Bank ("Bank").


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


1. Except as permitted in the Loan Agreement, 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registrations and like protection in each work or authorship and derivative work thereof, whether published or unpublished and whether or not the same also constitutes a trade secret, now or hereafter existing, created, acquired or held (collectively, the "Copyrights");


b. 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;


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