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Intellectual Property Security Agreement - NaviSite Inc. and Silicon Valley Bank

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                    INTELLECTUAL PROPERTY SECURITY AGREEMENT

         This Intellectual Property Security Agreement (this "IP Agreement") is
made as of the 27th day of May, 2003 by and between NAVISITE, INC., a Delaware
corporation with its principal place of business at 400 Minuteman Road, Andover,
Massachusetts 01810 ("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
Accounts Receivable Financing Agreement dated as of May 27, 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 (hereinafter, the
"Indebtedness") under the Loan Agreement, 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 of Grantor, 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 owned by Grantor, and any
         and all intellectual property rights in computer software and computer
         software products now or hereafter existing, and created, acquired or
         owned by Grantor;

                  (c)      Any and all design rights owned by Grantor now or
         hereafter existing, and created or acquired by Grantor;

                  (d)      All patents, patent applications and like protections
         owned by Grantor including, without limitation, improvements,
         divisions, continuations, renewals, reissues, extensions and
         continuations-in-part of the same, including without limitation the
         patents and patent applications set forth on EXHIBIT B attached hereto
         (collectively, the "Patents");

<PAGE>

                  (e)      Any trademark and service mark rights, slogans, trade
         dress, and trade names, 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 nonexclusive licenses granted by
         Grantor to its customers and resellers 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 issued Patents is valid
         and enforceable, and no part of the Intellectual Property Collateral
         which had been registered 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 Intellectual Property
         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 use its reasonable efforts to (unless
         in the judgment of the Grantor, it is no longer necessary for the
         business of the Grantor) (i) protect, defend and maintain the validity
         and enforceability of the Trademarks, Patents, Copyrights, and Mask
         Works, (ii) 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

                                       -2-

<PAGE>

         abandoned, forfeited or dedicated to the public without the written
         consent of Lender, which shall not be unreasonably withheld, unless
         Grantor determines in its business judgment 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, filings with the U.S. Patent and Trademark
         Office or the U.S. Copyright Office, 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 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.;

                  (j)      All information heretofore or herein 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' written 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.       Further Assurances; Attorney in Fact.

                  (a)      On a continuing basis, Grantor will, upon the
reasonable 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 or advisable, or as reasonably 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 5(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

                                       -3-

<PAGE>

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, after written
request by Lender, to take any action and to execute any instrument which Lender
may deem necessary or advisable to accomplish the purposes of this IP Agreement,
including:

                           (i)      To modify, in its sole discretion, without
         first obtaining Grantor's approval of or signature to such
         modification, 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, with notice to, but
         without the consent of, Grantor, with all appropriate jurisdictions, as
         Lender deems appropriate, in order to further perfect or protect
         Lender's interest in the Intellectual Property Collateral.

         6.       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 and is continuing under
         the Loan Agreement; or

                  (b)      Grantor breaches any warranty or agreement made by
         Grantor in this IP Agreement, which breach is not cured within ten (10)
         days of the occurrence thereof.

         7.       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 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.

         8.       Indemnity. Grantor will indemnify, defend and hold harmless
Lender and its officers, employees, and agents against: (a) obligations,
demands, claims, and liabilities asserted by any other party in connection with
the transactions contemplated by this IP Agreement; and (b) losses or expenses
incurred, or paid by Lender from or consequential to transactions between Lender
and Grantor (including reasonable attorneys fees and expenses), except for
losses caused by Lender's gross negligence or willful misconduct.

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

         10.      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.

                                       -4-

<PAGE>

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

         12.      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.

         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:

400 Minuteman Road                                NAVISITE, INC.

Andover, Massachusetts 01810                      By: /s/ Jim Pluntze
                                                     --------------------------

                                                  Name: Jim Pluntze
                                                       ------------------------

                                                  Title: Chief Financial Officer
                                                         -----------------------

                                                  SILICON VALLEY BANK

                                                  By: /s/ David Reich
                                                     --------------------------

                                                  Name: David Reich
                                                       ------------------------

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

                                      -5-

<PAGE>

         Exhibit "A" attached to that certain Intellectual Property Security
Agreement dated May 27, 2003.

                                   EXHIBIT "A"

                                   COPYRIGHTS

                         SCHEDULE A - ISSUED COPYRIGHTS

<TABLE>
<CAPTION>
 COPYRIGHT                REGISTRATION         DATE OF
DESCRIPTION                 NUMBER            ISSUANCE
-----------                 ------            --------
<S>                       <C>                 <C>
</TABLE>

NONE

                   SCHEDULE B - PENDING COPYRIGHT APPLICATIONS

<TABLE>
<CAPTION>
                                                               FIRST DATE
 COPYRIGHT           APPLICATION      DATE OF     DATE OF       OF PUBLIC
DESCRIPTION            NUMBER         FILING     CREATION     DISTRIBUTION
-----------            ------         ------     --------     ------------
<S>                  <C>              <C>        <C>          <C>
</TABLE>

NONE

SCHEDULE C - UNREGISTERED COPYRIGHTS (Where No Copyright Application is Pending)

<TABLE>
<CAPTION>
                                                         DATE AND
                                                        RECORDATION
                                                        NUMBER OF IP
                                                       AGREEMENT WITH
                                                      OWNER OR ORIGINAL
                                                          GRANTOR IF                ORIGINAL AUTHOR
                                                       AUTHOR OR OWNER                OR OWNER OF
                                 FIRST DATE             OF COPYRIGHT                 COPYRIGHT IS
 COPYRIGHT     DATE OF               OF                 IS DIFFERENT                 DIFFERENT ROM
DESCRIPTION   CREATION          DISTRIBUTION            FROM GRANTOR                    GRANTOR
-----------   --------          ------------            ------------                    -------
<S>           <C>               <C>                   <C>                           <C>
</TABLE>

NONE

                                       -6-

<PAGE>

Exhibit "B" attached to that certain Intellectual Property Security Agreement
dated May 27, 2003.

                                   EXHIBIT "B"

                                     PATENTS

<TABLE>
<CAPTION>
  PATENT
DESCRIPTION    DOCKET NO.                     COUNTRY    SERIAL NO.            FILING DATE    STATUS
-----------    ----------                     -------    ----------            -----------    ------
<S>                                           <C>                              <C>
SYSTEMS AND METHODS FOR                       U.S. APPLICATION NUMBER          FILED MAY 13, 2002
CENTRALIZED                                   10/145292
MANAGEMENT OF
DISTRIBUTED APPLICATIONS

REMOTE MANAGEMENT OF                          U.S. APPLICATION NUMBER          FILED MAY 13, 2002
DISTRIBUTED DATACENTERS                       10/145,453

REMOTE RESOURCE                               U.S. APLICATION NUMBER           FILED MAY 13, 2002
MANAGEMENT                                    10/145,429

CUSTOMER CONSOLE FOR                          U.S. APPLICATION NUMBER          FILED MAY 13, 2002
USE IN A NETWORK                              10/145,188
RESOURCE MANAGEMENT
SYSTEM

REMOTE DEVICE                                 U.S. APPLICATION NUMBER          FILED MAY 13, 2002
MANAGEMENT                                    10/145,478

AUTOMATIC PROVISIONING                        U.S. APPLICATION NUMBER          FILED MAY 13, 2002
OF REMOTE SERVERS                             10/145,183

COLLABORATIVE MULTI-                          U.S. APPLICATION NUMBER          FILED MAY 13, 2002
VENDOR MANAGEMENT OF                          10/145266
WEB SITES

PROBLEM RESOLUTION                            U.S. APPLICATION #10/266102      FILED OCTOBER 7, 2002
MANAGEMENT IN AN
OUTSOURCED WEB MODEL
</TABLE>

                                      -7-

<PAGE>

Exhibit "C" attached to that certain Intellectual Property Security Agreement
dated May 27, 2003.

                                   EXHIBIT "C"

                                   TRADEMARKS

<TABLE>
<CAPTION>
     TRADEMARK
DESCRIPTION COUNTRY      SERIAL NO.      REG. NO       STATUS
-------------------      ----------      -------       ------
<S>                      <C>             <C>           <C>
</TABLE>

NONE

                                       -8-

<PAGE>

Exhibit "D" attached to that certain Intellectual Property Security Agreement
dated May 27, 2003.

                                   EXHIBIT "D"

                                   MASK WORKS
<TABLE>
<CAPTION>
     MASK WORK
DESCRIPTION COUNTRY       SERIAL NO.       REG. NO      STATUS
-------------------       ----------       -------      ------
<S>                       <C>              <C>          <C>
</TABLE>

NONE

                                      -9-

<PAGE>

Exhibit "E" attached to that certain Intellectual Property Security Agreement
dated May 27, 2003.

                                   EXHIBIT "E"

                                    LICENSES

NONE

                                      -10-