Negative Pledge Agreement

Exhibit 10.20


NEGATIVE PLEDGE AGREEMENT


This Negative Pledge Agreement is made as of September 16, 1999, by and between HOTJOBS.COM, LTD. ("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 Wellesley Office Park, 40 William Street, Suite 350, Wellesley, Massachusetts 02481, doing business under the name "Silicon Valley East".("Bank").


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


1. Except for the granting of licenses or sublicenses by Borrower in
the ordinary course of business or as otherwise permitted under 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 (as defined below):


2. Borrower has not, and 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 Agreement 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;


(v) All Patents;


(vi) Any Trademarks;


(vii) Any and all claims for damages by way of past, present
and future ...