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                                                                    Exhibit 10.2


                            NEGATIVE PLEDGE AGREEMENT

         This Negative Pledge Agreement is made as of December 28, 2001, by and
between BOTTOMLINE TECHNOLOGIES (de), INC. ("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 One Newton Executive Park, Suite 200, 2221 Washington Street, Newton,
Massachusetts 02462, 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 non-exclusive licenses or
                  sublicenses by Borrower in the ordinary course of business,
                  Borrower has not, and 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 Documents
                  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 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


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                        (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 of 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.

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

        6.        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.

        7.        This Agreement shall terminated upon repayment in full of all
                  Obligations (as defined in the Loan and Security Agreement)
                  and the termination of Bank's commitment to lend under any
                  Loan Documents.

        8.        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).

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         EXECUTED as a sealed instrument under the laws of the Commonwealth of
Massachusetts as of the date first written above.

                                     BORROWER:

                                     BOTTOMLINE TECHNOLOGIES (de), INC.


                                     By:     /s/  Robert Eberle
                                         ------------------------------
                                     Name: Robert A. Eberle
                                           ----------------------------
                                     Title:  Exec. VP, COO & CFO
                                           ----------------------------

                                     BANK:

                                     SILICON VALLEY BANK d/b/a SILICON
                                     VALLEY EAST

                                     By:  /s/  Nancy E. Funkhouser
                                         ------------------------------
                                     Name: Nancy E. Funkhouser
                                           ----------------------------
                                     Title:  Vice President
                                            ---------------------------

                                     SILICON VALLEY BANK

                                     By:  /s/ Maggie Garcia
                                         ------------------------------
                                     Name:  Maggie Garcia
                                           ----------------------------
                                     Title: Loan Admin. Team Leader
                                           ----------------------------
                                     (Signed in Santa Clara, California)



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