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                                                                    Exhibit 10.2

                    INTELLECTUAL PROPERTY SECURITY AGREEMENT

         This Intellectual Property Security Agreement (this "IP Agreement") is
made as of the 29th day of December, 2003, by and between VOXWARE, INC., a
Delaware corporation with its principal place of business at 168 Franklin Corner
Road, Lawrenceville, New Jersey 08648 ("Grantor"), 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"
("Lender").

                                    RECITALS

         A. Lender has agreed to make advances of money and to extend certain
financial accommodations to Grantor (the "Loan"), pursuant to a certain Loan and
Security Agreement dated as of December 29, 2003, between Grantor and Lender, as
amended from time to time (as amended, the "Loan Agreement"). The Loan is
secured pursuant to the terms of the Loan Agreement. Lender is willing to enter
into certain financial accommodations with Grantor, but only upon the condition,
among others, that Grantor shall grant to Lender a security interest in certain
Copyrights, Trademarks, Patents, and Mask Works, and other assets, to secure the
obligations of Grantor under the Loan Agreement. Defined terms used but not
defined herein shall have the same meanings as in the Loan Agreement.

         B. Pursuant to the terms of the Loan Agreement, Grantor has granted to
Lender a security interest in all of Grantor's right title and interest, whether
presently existing or hereafter acquired in, to and under all of the Collateral
(as defined therein).

         NOW, THEREFORE, for good and valuable consideration, receipt of which
is hereby acknowledged and intending to be legally bound, as collateral security
for the prompt and complete payment when due of Grantor's Indebtedness (as
defined below), Grantor hereby represents, warrants, covenants and agrees as
follows:

         1. Grant of Security Interest. As collateral security for the prompt
and complete payment and performance of all of Grantor's present or future
indebtedness, obligations and liabilities to Lender under the Loan Agreement
(hereinafter, the "Indebtedness"), Grantor hereby grants a security interest in
all of Grantor's right, title and interest in, to and under its registered and
unregistered intellectual property collateral (all of which shall collectively
be called the "Intellectual Property Collateral"), including, without
limitation, the following:

            (a) 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, registered
         or unregistered, and whether or not the same also constitutes a trade
         secret, now or hereafter existing, created, acquired or held, including
         without limitation those set forth on EXHIBIT A attached hereto
         (collectively, the "Copyrights");

            (b) Any and all trade secret rights, including any rights to
         unpatented inventions, know-how, operating manuals, license rights and
         agreements, and confidential information, 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 Grantor 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

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         same, including without limitation the patents and patent applications
         set forth on EXHIBIT B attached hereto (collectively, the "Patents");

            (e) Any trademark and service mark rights, slogans, trade dress, and
         tradenames, trade styles, whether registered or not, applications to
         register and registrations of the same and like protections, and the
         entire goodwill of the business of Grantor connected with and
         symbolized by such trademarks, including without limitation those set
         forth on EXHIBIT C attached hereto (collectively, the "Trademarks");

            (f) All mask works or similar rights available for the protection of
         semiconductor chips, now owned or hereafter acquired, including,
         without limitation those set forth on EXHIBIT D attached hereto
         (collectively, the "Mask Works");

            (g) 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;

            (h) 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, including, without limitation those set forth on EXHIBIT E
         attached hereto; and

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

            (j) 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. Authorization and Request. Grantor authorizes and requests that the
Register of Copyrights and the Commissioner of Patents and Trademarks record
this IP Agreement, and any amendments thereto, or copies thereof.

         3. Covenants and Warranties. Grantor represents, warrants, covenants
and agrees as follows:

            (a) Grantor is now the sole owner of the Intellectual Property
         Collateral, except for non-exclusive licenses granted by Grantor to its
         customers in the ordinary course of business.

            (b) Performance of this IP Agreement does not conflict with or
         result in a breach of any material agreement to which Grantor is bound.

            (c) During the term of this IP Agreement, Grantor will not transfer
         or otherwise encumber any interest in the Intellectual Property
         Collateral, except for non-exclusive licenses granted by Grantor in the
         ordinary course of business or as set forth in this IP Agreement;

            (d) To its knowledge, each of the Patents is valid and enforceable,
         and no part of the Intellectual Property Collateral has been judged
         invalid or unenforceable, in whole or in part, and no claim has been
         made that any part of the Intellectual Property Collateral violates the
         rights of any third party;

            (e) Grantor shall promptly advise Lender of any material adverse
         change in the composition of the Collateral, including but not limited
         to any subsequent ownership right of the Grantor in or to any
         Trademark, Patent, Copyright, or Mask Work specified in this IP
         Agreement;

            (f) Grantor shall (i) protect, defend and maintain the validity and
         enforceability of the Trademarks, Patents, Copyrights, and Mask Works,
         (ii) use its best efforts to detect infringements of the Trademarks,
         Patents, Copyrights, and Mask Works and promptly advise Lender in
         writing of material infringements detected and (iii) not allow any
         Trademarks, Patents, Copyrights, or Mask Works to be

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         abandoned, forfeited or dedicated to the public without the written
         consent of Lender, which shall not be unreasonably withheld, unless
         Grantor determines that reasonable business practices suggest that
         abandonment is appropriate.

              (g) Grantor shall take such further actions as Lender may
         reasonably request from time to time to perfect or continue the
         perfection of Lender's interest in the Intellectual Property
         Collateral;

              (h) This IP Agreement creates, and in the case of after acquired
         Intellectual Property Collateral, this IP Agreement will create at the
         time Grantor first has rights in such after acquired Intellectual
         Property Collateral, in favor of Lender a valid and perfected first
         priority security interest and collateral assignment in the
         Intellectual Property Collateral in the United States securing the
         payment and performance of the obligations evidenced by the Loan
         Agreement;

              (i) To its knowledge, except for, and upon, the filing of UCC
         financing statements, or other notice filings or notations in
         appropriate filing offices, if necessary to perfect the security
         interests created hereunder, no authorization, approval or other action
         by, and no notice to or filing with, any U.S. governmental authority or
         U.S. regulatory body is required either (a) for the grant by Grantor of
         the security interest granted hereby, or for the execution, delivery or
         performance of this IP Agreement by Grantor in the U.S. or (b) for the
         perfection in the United States or the exercise by Lender of its rights
         and remedies thereunder;

              (j) All information heretofore, herein or hereafter supplied to
         Lender by or on behalf of Grantor with respect to the Intellectual
         Property Collateral is accurate and complete in all material respects.

              (k) Grantor shall not enter into any agreement that would
         materially impair or conflict with Grantor's obligations hereunder
         without Lender's prior written consent, which consent shall not be
         unreasonably withheld.

              (l) Upon any executive officer of Grantor obtaining actual
         knowledge thereof, Grantor will promptly notify Lender in writing of
         any event that materially adversely affects the value of any material
         Intellectual Property Collateral, the ability of Grantor to dispose of
         any material Intellectual Property Collateral of the rights and
         remedies of Lender in relation thereto, including the levy of any legal
         process against any of the Intellectual Property Collateral.

         4.   Lender's Rights. Lender shall have the right, but not the
obligation, to take, at Grantor's sole expense, any actions that Grantor is
required under this IP Agreement to take but which Grantor fails to take, after
fifteen (15) days' notice to Grantor. Grantor shall reimburse and indemnify
Lender for all reasonable costs and reasonable expenses incurred in the
reasonable exercise of its rights under this section 4.

         5.   Inspection Rights. Grantor hereby grants to Lender and its
employees, representatives and agents the right to visit, during reasonable
hours upon prior reasonable written notice to Grantor, any of Grantor's plants
and facilities that manufacture, install or store products (or that have done so
during the prior six-month period) that are sold utilizing any of the
Intellectual Property Collateral, and to inspect the products and quality
control records relating thereto upon reasonable written notice to Grantor and
as often as may be reasonably requested, but not more than once in every six (6)
months; provided, however, nothing herein shall entitle Lender access to
Grantor's trade secrets and other proprietary information.

         6.   Further Assurances; Attorney in Fact.

              (a) On a continuing basis, Grantor will, upon request by Lender,
subject to any prior licenses, encumbrances and restrictions and prospective
licenses, make, execute, acknowledge and deliver, and file and record in the
proper filing and recording places in the United States, all such instruments,
including appropriate financing and continuation statements and collateral
agreements and filings with the United States Patent and Trademarks Office and
the Register of Copyrights, and take all such action as may reasonably be deemed
necessary

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or advisable, or as requested by Lender, to perfect Lender's security interest
in all Copyrights, Patents, Trademarks, and Mask Works and otherwise to carry
out the intent and purposes of this IP Agreement, or for assuring and confirming
to Lender the grant or perfection of a security interest in all Intellectual
Property Collateral.

              (b) In addition to section 6(a) above, Grantor shall not register
any of its Copyrights or Mask Works with the Register of Copyrights without
first executing and simultaneously registering an IP Agreement, in the identical
form of this IP Agreement, with the Register of Copyrights, listing such
Copyrights(s) on Exhibit A thereto and/or such Mask Works on Exhibit D in order
to protect and perfect Lender's security interest in such Copyrights or Mask
Works. Promptly after such registration, Grantor shall forward to the Lender, at
the address listed above, a copy of, and the original IP Agreement as filed with
the Register of Copyrights.

              (c) Grantor hereby irrevocably appoints Lender as Grantor's
attorney-in-fact, with full authority in the place and stead of Grantor and in
the name of Grantor, Lender or otherwise, from time to time in Lender's
discretion, upon Grantor's failure or inability to do so, to take any action and
to execute any instrument which Lender may deem reasonably necessary or
advisable to accomplish the purposes of this IP Agreement, including:

                  (i)  To modify, in its sole discretion, this IP Agreement
         without first obtaining Grantor's approval of or signature to such
         modification by amending Exhibit A, Exhibit B, Exhibit C, and Exhibit D
         hereof, as appropriate, to include reference to any right, title or
         interest in any Copyrights, Patents, Trademarks or Mask Works acquired
         by Grantor after the execution hereof or to delete any reference to any
         right, title or interest in any Copyrights, Patents, Trademarks, or
         Mask Works in which Grantor no longer has or claims any right, title or
         interest; and

                  (ii) To file, in its sole discretion, one or more financing or
         continuation statements and amendments thereto, or other notice filings
         or notations in appropriate filing offices, relative to any of the
         Intellectual Property Collateral, without notice to Grantor, with all
         appropriate jurisdictions, as Lender deems appropriate, in order to
         further perfect or protect Lender's interest in the Intellectual
         Property Collateral.

         7.   Events of Default. The occurrence of any of the following shall
constitute an Event of Default under this IP Agreement:

              (a) An Event of Default occurs under the Loan Agreement; or any
         document from Grantor to Lender executed in connection therewith or
         relating thereto; or

              (b) Grantor breaches any warranty or agreement made by Grantor in
         this IP Agreement.

         8.   Remedies. Upon the occurrence and continuance of an Event of
Default, Lender shall have the right to exercise all the remedies of a secured
party under the Massachusetts Uniform Commercial Code, including without
limitation the right to require Grantor to assemble the Intellectual Property
Collateral and any tangible property in which Lender has a security interest and
to make it available to Lender at a place designated by Lender. Lender shall
have a nonexclusive, royalty free license subject to the rights of third
parties, if any, to use the Copyrights, Patents, Trademarks, and Mask Works to
the extent reasonably necessary to permit Lender to exercise its rights and
remedies upon the occurrence of an Event of Default. Grantor will pay any
expenses (including reasonable attorney's fees) incurred by Lender in connection
with the exercise of any of Lender's rights hereunder, including without
limitation any expense incurred in disposing of the Intellectual Property
Collateral. All of Lender's rights and remedies with respect to the Intellectual
Property Collateral shall be cumulative.

         9.   Indemnity. Grantor agrees to defend, indemnify and hold harmless
Lender and its officers, employees, and agents against: (a) all obligations,
demands, claims, and liabilities claimed or asserted by any other party in
connection with the transactions contemplated by this IP Agreement, and (b) all
losses or expenses in any way suffered, incurred, or paid by Lender as a result
of or in any way arising out of, following or consequential to

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transactions between Lender and Grantor, whether under this IP Agreement or
otherwise (including without limitation, reasonable attorneys fees and
reasonable expenses), except for losses arising from or out of Lender's gross
negligence or willful misconduct.

         10. Termination. At such time as Grantor shall completely satisfy all
of the obligations secured hereunder, Lender shall execute and deliver to
Grantor all releases, terminations, and other instruments as may be necessary or
proper to release the security interest hereunder.

         11. Course of Dealing. No course of dealing, nor any failure to
exercise, nor any delay in exercising any right, power or privilege hereunder
shall operate as a waiver thereof.

         12. Amendments. This IP Agreement may be amended only by a written
instrument signed by both parties hereto.

         13. Counterparts. This IP Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute the same instrument.

         14. Law and Jurisdiction. This IP Agreement shall be governed by and
construed in accordance with the laws of the Commonwealth of Massachusetts.
GRANTOR 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 LENDER CANNOT AVAIL ITSELF
OF THE COURTS OF THE COMMONWEALTH OF MASSACHUSETTS, GRANTOR ACCEPTS JURISDICTION
OF THE COURTS AND VENUE IN SANTA CLARA COUNTY, CALIFORNIA. NOTWITHSTANDING THE
FOREGOING, THE LENDER SHALL HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING
AGAINST THE GRANTOR OR ITS PROPERTY IN THE COURTS OF ANY OTHER JURISDICTION
WHICH THE LENDER DEEMS NECESSARY OR APPROPRIATE IN ORDER TO REALIZE ON THE
COLLATERAL OR TO OTHERWISE ENFORCE THE LENDER'S RIGHTS AGAINST THE GRANTOR OR
ITS PROPERTY.

         GRANTOR AND LENDER EACH HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY
TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF ANY OF THE
LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING
CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR
STATUTORY CLAIMS. EACH PARTY RECOGNIZES AND AGREES THAT THE FOREGOING WAIVER
CONSTITUTES A MATERIAL INDUCEMENT FOR IT TO ENTER INTO THIS AGREEMENT. EACH
PARTY REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL
COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS
FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

         15. Confidentiality. In handling any confidential information, Lender
shall exercise the same degree of care that it exercises for its own proprietary
information, but disclosure of information may be made: (i) to Lender's
subsidiaries or affiliates in connection with their present or prospective
business relations with Grantor; (ii) to prospective transferees or purchasers
of any interest in the Loans; (iii) as required by law, regulation, subpoena, or
other order, (iv) as required in connection with Lender's examination or audit;
and (v) as Lender considers appropriate in exercising remedies under this
Agreement. Confidential information does not include information that either:
(a) is in the public domain or in Lender's possession when disclosed to Lender,
or becomes part of the public domain after disclosure to Lender; or (b) is
disclosed to Lender by a third party, if Lender reasonably does not know that
the third party is prohibited from disclosing the information.

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         EXECUTED as a sealed instrument under the laws of the Commonwealth of
Massachusetts on the day and year first written above.

Address of Grantor:                            GRANTOR:

___________________________________            VOXWARE, INC.

___________________________________

                                               By:______________________________

                                               Name:____________________________

                                               Title:___________________________

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