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                                                                      Ex - 10.17

                            NEGATIVE PLEDGE AGREEMENT

     This Negative Pledge Agreement is made as of December 5, 1997, by and
between EPRISE CORPORATION, formerly known as NovaLink USA Corporation
("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 02181, 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 for the granting of licenses by Borrower in the ordinary course
          of business, 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.   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.

     3.   As used herein,
          (a)  "Intellectual Property" means:
               (i)   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                     published or unpublished and whether or not the same also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;

               (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, Patent applications and like protections
                     including, without limitation, improvements, divisions,
                     continuations, renewals, reissues, extensions and
                     continuations-in-part of the


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                      same, including without limitation the Patents and Patent
                      applications;

               (vi)   Any Trademark and servicemark rights, whether registered
                      or not, applications to register and registrations of the
                      same and like protections, and the entire goodwill of the
                      business of Borrower connected with and symbolized by such
                      Trademarks, including without limitation;

               (vii)  Any and all claims for damages by way of past, present and
                      future infringements of any of the rights included above,
                      with the right, but not the obligation, to sue for and
                      collect such damages for said use or infringement of the
                      intellectual property rights identified above;

               (viii) All licenses or other rights to use any of the Copyrights,
                      Patents, Trademarks, or Mask Works and all license fees
                      and royalties arising from such use to the extent
                      permitted by such license or rights; and

               (ix)   All amendments, extensions, renewals and extensions of any
                      of the Copyrights, Trademarks, Patents, or Mask Works; and

               (x)    All proceeds and products of the foregoing, including
                      without limitation all payments under insurance or any
                      indemnity or warranty payable in respect of any of the
                      foregoing;

          (b)  "Copyrights" means 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.

          (c)  "Mask Works" means all mask work or similar rights available for
               the protection of semiconductor chips, now owned or hereafter
               acquired;

          (d)  "Patents" means all patents, patent applications and like
               protections including without limitation improvements, divisions,
               continuations, renewals, reissues, extensions and
               continuations-in-part of the same.

          (e)  "Trademarks" means any trademark and servicemark rights, whether
               registered or not, applications to register and registrations of
               the same and like protections, and the entire goodwill of the
               business of Borrower connected with and symbolized by such
               trademarks.


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4.   Capitalized terms used but not otherwise defined herein shall have the same
     meaning as in the Loan Documents.

5.   The laws of the Commonwealth of Massachusetts shall apply to this
     Agreement. BORROWER ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS
     PROPERTIES, UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF ANY STATE OR
     FEDERAL COURT OF COMPETENT JURISDICTION IN THE COMMONWEALTH OF
     MASSACHUSETTS IN ANY ACTION, SUIT, OR PROCEEDING OF ANY KIND, AGAINST IT
     WHICH ARISES OUT OF OR BY REASON OF THIS AGREEMENT; PROVIDED, HOWEVER, THAT
     IF FOR ANY REASON BANK CANNOT AVAIL ITSELF OF THE COURTS OF THE
     COMMONWEALTH OF MASSACHUSETTS, BORROWER ACCEPTS JURISDICTION OF THE COURTS
     AND VENUE IN SANTA CLARA COUNTY, CALIFORNIA.

6.   This Agreement shall become effective only when it shall have been executed
     by Borrower and Bank (provided, however, in no event shall this Agreement
     become effective until signed by an officer of Bank in California).

                                    BORROWER:
                                    EPRISE CORPORATION, formerly known as
                                    NovaLink USA Corporation


                                    By: /s/ J.A.Forgione
                                        ----------------

                                    Name: Joseph A. Forgione
                                          ------------------

                                    Title: President
                                           ---------


                                    BANK:

                                    SILICON VALLEY BANK d/b/a SILICON VALLEY
                                    EAST

                                    By: /s/ Dave Rodriguez
                                        ------------------

                                    Name: Dave Rodriguez
                                          --------------

                                    Title: Assistant Vice President
                                           ------------------------


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                                    SILICON VALLEY BANK

                                    By: Michael Jordan
                                        --------------

                                    Name: Michael Jordan
                                          --------------

                                    Title: Loan Docs Officer
                                           -----------------

                                    (Signed in Santa Clara, California)