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                                                                    EXHIBIT 10.6


                            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thereof, whether published or unpublished and whether or not the same also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;

            c. Any and all design rights which may be available to Borrower now
or hereafter existing, created, acquired or held;

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

            e. 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 (collectively, the "Trademarks");

            f. 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;

            g. All licenses or other rights to use any of the Copyrights,
Patents or Trademarks and all license fees and royalties arising from such use
to the extent permitted by such license or rights;

            h. All amendments, extensions, renewals and extensions of any of the
Copyrights, Patents or Trademarks; and

            i. 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.

        2. It shall be an Event of Default under the Loan Agreement if there is
a breach of any term of this Negative Pledge Agreement.

        3. Capitalized items used herein without definition shall have the same
meanings as set forth in the Loan Agreement.

        4. In addition, Borrower shall not execute any negative pledge agreement
related to any or all intellectual property as described above to any third
Person.

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SUNRISE TECHNOLOGIES INTERNATIONAL, INC.    SILICON VALLEY BANK

By:    /s/ PETER E. JANSEN                  By:    /s/ SAM THOMPSON
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Title: Vice President, Finance & CFO        Title: Associate
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