EXHIBIT 10.2

                                                                  EXECUTION COPY








                                    AUXCIS NV

                                   as Pledgor,



                                       and


                          ABN AMRO CAPITAL (BELGIUM) NV
                           BODIN SAPHIR PENSION SCHEME
                             MAGNUM TECHNOLOGY LTD.
                                  J.J. MENNILLO

                                   as Pledgees





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                                PLEDGE AGREEMENT
                              relating to shares in
                           AUCXIS TRADING SOLUTIONS NV
                               Dated 2 April 2002


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                                                                  EXECUTION COPY


                             SHARE PLEDGE AGREEMENT
                             ----------------------

                                "THIS AGREEMENT"

BETWEEN

1.   AUCXIS NV, a limited liability company ("naamloze  vennootschap")  existing
     under the laws of Belgium,  with its  registered  offices at 9190  Stekene,
     Zavelstraat  7,  registered  with the Commercial  Registry of  Dendermonde,
     section Sint-Niklaas as number 61.208,  represented for the purpose of this
     Agreement by AUCXIS  CORP.,  a company  incorporated  under the laws of the
     State of Nevada,  United States of America,  with its registered offices at
     Toronto  Ontario  M5H 1K4,  220,  King Street  West ,  represented  for the
     purpose of this Agreement by Mr Dennis Petke, its Chief Financial Officer

     hereinafter referred to as the "Pledgor"

and

2.   ABN  AMRO  CAPITAL  (Belgium),   a  limited  liability  company  ("naamloze
     vennootschap")  existing  under the laws of  Belgium,  with its  registered
     offices at 1000  Brussels,  Regentlaan  53,  Belgium,  registered  with the
     Commercial  Registry  of Brussels as number  622.783,  represented  for the
     purpose of this Agreement by either of Mr Koen Verbruggen, Mrs Anne Degeest
     or Mr Florent Schmidt, acting on the basis of a power of attorney,

     hereinafter referred to as the "First Pledgee",

3.   BODIN SAPHIR PENSION SCHEME a small self administered  pension scheme under
     the Laws of England,  Heronden,  Chart Hill, Chart Sutton,  Kent ME 17 3EZ,
     England,  represented  for the purpose of this  Agreement  by Mr.  Nicholas
     Saphir, as its trustee,

     hereinafter referred to as the "Second Pledgee",

4.   MAGNUM TECHNOLOGY LTD., a limited liability company existing under the laws
     of Guernsey,  with its  administrative  offices at St. Peter's  House,  St.
     Peter Port, GY1 6AX,  Guernsey,  The Channel  Islands,  represented for the
     purpose of this Agreement by First Board Limited, director,  represented by
     Mr Nicholas Moss,

     hereinafter referred to as the "Third Pledgee",

5.   Mr Jean Jacques MENNILLO, residing at 13190 Allauch, 270 Chemin de Carambot
     de la Ribassiere, France,

     hereinafter referred to as the "Fourth Pledgee",

Parties sub 2 to 5 (included) are  hereinafter  collectively  referred to as the
"Pledgees".

Parties sub 1 to 5  (included)  are  hereinafter  individually  referred to as a
"Party" and collectively referred to as the "Parties".

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WHEREAS :

    1.  Pursuant to a loan agreement dated 2 April 2002 (hereinafter referred to
        as the "Loan Agreement"),  the Pledgees have agreed to make available to
        Aucxis  Corp.,  a  company  incorporated  under the laws of the State of
        Nevada, United States of America, with its registered offices at Toronto
        Ontario M5H 1K4,  220,  King Street  West,  Canada (the  "Borrower"),  a
        convertible  bridge  loan  for an  aggregate  principle  amount  of US $
        500.000,00 (five hundred  thousand United States Dollars),  of which the
        proceeds  shall be applied by the  Borrower in and  towards  funding its
        operational  expenses  and those of its European  subsidiaries,  more in
        particular   (but  not  limited  to)  the  Pledgor  and  Aucxis  Trading
        Solutions,   a  limited  liability  company  ("naamloze   vennootschap")
        existing under the laws of Belgium,  with its registered offices at 9190
        Stekene, Zavelstraat 7, Belgium, registered with the Commercial Registry
        of Dendermonde,  section Sint-Niklaas, as number 43.775 ("the Company"),
        such costs including (but not being limited to) transaction and bridging
        costs  arising out of or in relation  with the  prospective  merger with
        AMI, with respect to which the Borrower undertakes in good faith to take
        all  reasonable  steps to  complete,  it being  understood  that nothing
        herein shall  obligate the Borrower to complete the  prospective  merger
        with AMI if its board,  acting in good faith,  shall determine not so to
        complete.
    2.  The  Pledgor  owns 592 of the 640  shares  in the share  capital  of the
        Company.
    3.  Of the above 592 shares, 256 (i.e. N(degree)s 385 to 640 (included)) are
        owned  free  and  clear  of  any  pledges,   liens,   charges  or  other
        encumbrances,  and a further 336 (i.e.  N(degree)s 49 to 384 (included))
        have been pledged to Mr Luc Schelfhout  ("Schelfhout")  and Mrs Hilde De
        Laet ("De Laet"), both residing at 9190 Stekene,  Bormte 204 A, Belgium,
        subject to a pledge  agreement  dated 10 January  2000 (the  "Schelfhout
        Pledge").
    4.  Solely as security for the due  performance  of the Secured  Liabilities
        (as defined below), the Pledgor has agreed to grant a Pledge (as defined
        below) over the Pledged  Assets (as defined  below)  under the terms and
        conditions set out in this Agreement.

IT HAS BEEN AGREED AS FOLLOWS :

ARTICLE 1 : INTERPRETATION

1.1    Terms defined in the Loan  Agreement  shall have the same meaning in this
       Agreement,  unless  otherwise  defined  herein or the  context  otherwise
       requires.

1.2    In addition, the following terms shall have the following meaning for the
       purposes of this Agreement, unless the context otherwise requires :


       "Pledge"  means the pledge over the  Pledged  Assets  created  further to
       Article 2.

       "Pledged Assets" has the meaning ascribed thereto in Articles 3 and 6.

       "Secured  Liabilities"  means all  present  and  future  obligations  and
       liabilities whether actual or contingent, of the Borrower to the Pledgees
       (or  any of  them)  only  pursuant  to or in  connection  with  the  Loan
       Agreement,  as amended,  restated,  varied,  supplemented or novated from
       time to time, in each case together with all interest, costs, charges and
       expenses  reasonably  incurred  by  the  Pledgees  (or  any of  them)  in
       connection  with the  protection,  preservation,  or enforcement of their
       respective rights hereunder.

       "Shares" has the meaning ascribed thereto in Article 3.


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1.3    In this Agreement any reference to an agreement  (howsoever  named) is to
       such agreement as it may be amended,  restated,  varied,  supplemented or
       novated from time to time, whether before or after the date thereof.

ARTICLE 2 : PLEDGE

2.1    The Pledgor hereby pledges the Pledged Assets to the Pledgees,  solely as
       security for the due  performance  of the Secured  Liabilities  under the
       Commercial Pledge Act of 5 May 1872.

2.2    The  Parties  agree  that in the  event  of an  assignment,  transfer  or
       novation  by (one or several  of) the  Pledgees of all or any part of its
       (their)  rights  and  obligations  under  the Loan  Agreement,  the other
       Pledgees  shall  preserve  all of its (their)  rights with respect to the
       Pledge as expressly  permitted  where  relevant under article 1692 and/or
       1278 (as the case may be) of the Belgian Civil Code, so that the security
       created by the Pledge shall be automatically transferred to the assignee,
       transferee or new creditor after novation.

2.3    The rights of the Pledgees  under this Agreement are several and divided.
       A Pledgee may separately  enforce such rights.  If any Pledgee  commences
       legal  proceedings  against  the  Pledgor,  it shall  forthwith  upon the
       initiation  thereof inform the other  Pledgees.  Upon any  enforcement of
       this  Agreement,  any Pledgee  shall be  entitled to the  proceeds of its
       proportionate  share of the Pledged  Assets (as set forth on Article 3.1.
       hereof) up to such  amount of the  Secured  Liabilities  which is owed to
       such Pledgee in satisfaction of such amounts.

ARTICLE 3 : THE PLEDGED ASSETS

3.1    The assets pledged  hereunder  (the "Pledged  Assets") are the 592 shares
       which the Pledgor  currently holds in the Company (the "Present  Shares")
       and any other shares in the Company which the Pledgor may subscribe to or
       acquire in the future (the "Future  Shares") (the Present  Shares and the
       Future Shares collectively being referred to as the "Shares").

       148 (one hundred and fourty  eight) of the Present  Shares are pledged to
       each of the Pledgees in the following manner :

       (a)    N(degree)s  49  to  132  (included)  and  N(degree)s  385  to  448
              (included) are pledged to the First Pledgee ;

       (b)    N(degree)s  133  to  216  (included)  and  N(degree)s  449  to 512
              (included) are pledged to the Second Pledgee ;

       (c)    N(degree)s  217  to  300  (included)  and  N(degree)s  513  to 576
              (included) are pledged to the Third Pledgee and ;

       (d)    N(degree)s  301  to  384  (included)  and  N(degree)s  577  to 640
              (included) are pledged to the Fourth Pledgee.

       With respect to 256 of the Present  Shares,  i.e.  N(degree)s  385 to 640
       (included),  the Pledge shall take effect  immediately  on the  execution
       hereof.

       With respect to the further 336 of the Present Shares (i.e. N(degree)s 49
       to  384(included)),  the Pledge  shall  take  effect  immediately  on the
       execution  hereof and, for as long as the Schelfhout  Pledge is in place,
       rank  immediately  after and subject to the  Schelfhout  Pledge,  without
       prejudice to any rights which might be derived from the restraint  orders
       granted to Schelfhout and De Laet by the Judge for Restraint  Orders with
       the Civil Court of  Dendermonde on 17 July 2001 and on 29 March 2002 (the
       "Restraint Orders").


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       The  Future  Shares  are  pledged  to each of the  Pledgees  in an  equal
       proportion,  as a  consequence  of  which  each  of  the  Pledgees  shall
       automatically  and by force of law have the  benefit of the  Pledge  over
       1/4th (one fourth) of such Future Shares.


3.2    The Shares are in registered  form.  The Pledgor  shall not,  without the
       relevant   Pledgee's  prior  written  consent,   request  or  permit  the
       conversion of the Shares into bearer shares.

3.3    The Pledgor  shall arrange for the Pledge to be recorded and dated in the
       Company's  share  register and be signed therein on behalf of the Pledgor
       and the Pledgees :

       (a)    for  the  Present  Shares,  simultaneously  with  or  as  soon  as
              reasonably  possible after the execution  hereof or the lifting of
              the Schelfhout Pledge (as the case may be), or;

       (b)    for  the  Future  Shares,   simultaneously  with  or  as  soon  as
              reasonably   possible  after  its  subscription   thereto  or  the
              acquisition thereof.

3.4    For the purpose of recording the Pledge, the Pledgor shall excute a power
       of attorney in the form of Schedule 1 hereto.


ARTICLE 4 : REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS.

4.1    The Pledgor represents, warrants and undertakes to the Pledgees that :

       (a)    it is a "naamloze vennootschap" duly established under the laws of
              Belgium,  validly  existing and not in liquidation,  with power to
              enter into this  Agreement  and to exercise its rights and perform
              its  obligations  hereunder  and all  corporate  and other  action
              required to authorise  execution and performance of this Agreement
              has been duly taken;

       (b)    the Company is a "naamloze  vennootschap"  duly established  under
              the laws of Belgium, validly existing and not in liquidation;

       (c)    the  Company's  share  capital is  represented  by 640  registered
              shares.  There  are no  beneficial  shares or other  shares  which
              represent the Company's share capital, nor are there any warrants,
              convertible  bonds or other rights whatsoever to acquire shares in
              the Company currently outstanding;

       (d)    it owns 256 (i.e. N(degree)s 385 to 640 (included)) of the Present
              Shares free and clear of any encumbrances other than the Restraint
              Orders ;

       (e)    it owns 336 (i.e.  N(degree)s 49 to 384 (included)) of the Present
              Shares subject to the Schelfhout  Pledge;  such Present Shares are
              however  not  subject to any other  pledges or other  encumbrances
              other than the Restraint Orders;

       (f)    there  are no  limitations,  whether  pursuant  to  the  Company's
              articles   of   association   or  to   any   agreement,   to   the
              transferability  of the  Shares or to the  exercise  of the voting
              rights  attached  thereto  other than  pursuant to the  Schelfhout
              Pledge with respect to 336 (i.e.  N(degree)s 49 to 384 (included))
              of the Present Shares and other than the Restraint Orders ;

       (g)    the  Present  Shares  are  fully  paid-up  ; the  Company  has not
              declared any dividends in respect of the Present  Shares which are
              still unpaid on the date hereof;


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       (h)    it will not proceed to any disposal of its assets, undertakings or
              business  activities  in such a manner  as might  have a  material
              adverse effect on the value of the Shares,  without  obtaining the
              Pledgees' prior consent (which is not to be unreasonably  withheld
              or delayed), and;

       (i)    this  Agreement   does  not  violate  any   contractual  or  other
              obligation binding upon it.



4.2      the Pledgor undertakes as follows :

       (a)    except  as  may be  permitted  under  the  Loan  Agreement  or the
              Schelfhout  Pledge, it shall not dispose of the Pledged Assets, it
              shall not  create  any other  pledge,  charge  or  encumbrance  in
              respect of the Pledged  Assets  (irrespective  of whether  ranking
              behind the Pledge), and shall not permit the existence of any such
              pledge, charge or encumbrance, and;

       (b)    it  shall  co-operate  with the  Pledgees  and sign or cause to be
              signed all such further documents and take all such further action
              as the Pledgees may from to time reasonably request to perfect and
              protect the Pledge and to carry out the provisions and purposes of
              this Agreement.


ARTICLE 5 : SCOPE OF THE PLEDGE

5.1    The Pledge  shall be a continuing  security,  shall remain in force until
       released in  accordance  with Article 7, and shall in  particular  not be
       discharged  by reason of the  circumstance  that  there is at any time no
       obligation  currently  owing from the  Pledgor to the  Pledgees.  For the
       avoidance of doubt it is however expressly understood that the Pledge may
       not be enforced at any time when there is no obligation  currently  owing
       from the Pledgor to the Pledgees.

5.2.   The  Pledge  shall  not  be  discharged  by  the  entry  of  any  Secured
       Liabilities  into any  current  account,  in which case the Pledge  shall
       secure any provisional or final balance of such current account up to the
       amount in which such Secured Liabilities were entered therein.

5.3    Each of the Pledgees may at any time  without  discharging  or in any way
       affecting  the Pledge (a) grant the Pledgor any time or  indulgence,  (b)
       concur in any  moratorium  of the Secured  Liabilities,  (c) abstain from
       taking or perfecting any other security and discharge any other security,
       or (d) abstain from  exercising  any right or recourse or from proving or
       claiming any debt and waive any right of recourse.


ARTICLE 6 : RIGHTS ATTACHING TO THE SHARES

6.1    Voting rights

       Unless  an Event of  Default  (as  defined  in the  Loan  Agreement)  has
       occurred,  the Pledgor shall exercise its voting rights in respect of the
       Shares in a manner consistent with the interests of the Pledgees.

       Upon an Event of Default  which  results in the Pledgees (or any of them)
       serving a Notice of  Default  to the  Borrower  under the Loan  Agreement
       (hereinafter  referred  to as a "Declared  Default")  and as long as such
       Declared  Default shall be  continuing,  the Pledgor shall cast the votes
       attaching to the Shares in accordance  with the  Pledgees'  instructions,
       which instructions the Pledgor shall timeously seek.


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6.2    Dividend rights and other returns

       In the absence of any Declared Default, any dividends on the Shares shall
       be payable to the Pledgor.

       Following  the  occurrence  of a  Declared  Default  and as  long as such
       Declared  Default  shall  be  continuing,  any  dividends  shall  be paid
       exclusively  to the  Pledgees  which shall apply the same  towards and to
       reduce down the Secured Liabilities.

       Any return on the Shares other than a dividend,  irrespective  of whether
       in the form or  repayment  of capital,  scrips,  dividend  shares,  bonus
       shares  or  otherwise,  shall  exclusively  be paid or  delivered  to the
       Pledgees  which  shall  apply the same  towards  and to  reduce  down the
       Secured Liabilities.

       In the event that any return on the Shares  which,  pursuant to the above
       paragraphs, is to be paid or delivered to the Pledgees, shall entitle the
       Pledgor  to a tax credit on account of  withholding  taxes,  the  Pledgor
       shall, forthwith upon the declaration of such return, pay to the Pledgees
       an amount equivalent to such tax credit and such amount shall be deemed a
       return on the Shares for the purposes of this Article 6.2, which is to be
       applied towards and to reduce down the Secured Liabilities.

       The Pledge shall not in any way be affected by any stamping,  regrouping,
       splitting or renewal of the Shares, or by any similar operation,  and the
       securities  resulting from any such operation shall be part of the Shares
       and the Pledged Assets.


ARTICLE 7 : DISCHARGE OF THE PLEDGE

7.1    The Pledge  shall be  discharged  by, and only by,  the  express  release
       thereof  granted by the Pledgees.  The Pledgees  shall grant such express
       discharge as soon as practical after all the Secured Liabilities pursuant
       to the Loan Agreement have  irrevocably been fulfilled in accordance with
       its terms and conditions.

7.2    The Pledgees shall inform the Company of such release,  and shall provide
       the Pledgor with a power of attorney in favour of the agent designated by
       the Pledgor for the purpose of recording the release of the Pledge in the
       Company's share register.  Forthwith upon such release being granted, the
       Pledgees  shall  return to the Pledgor any other  Pledged  Assets and the
       Pledgor shall take delivery thereof.

7.3    Any release of the Pledge  shall be null and void and  without  effect if
       any payment received by the Pledgees (or any of them) and applied towards
       satisfaction of all or part of the Secured  Liabilities (a) is avoided or
       declared  invalid as against the  creditors of the maker of such payment,
       or (b)  becomes  repayable  by the  Pledgees  (or any of them) to a third
       party,  or (c)  proves  not to  have  been  effectively  received  by the
       Pledgees (or any of them).


ARTICLE 8 : DUTIES OF THE PLEDGEES

8.1    The  Pledgees  shall not be liable for any acts or  omissions  including,
       without limitation, acts or omissions with respect to the Pledged Assets,
       except in case of their gross negligence or wilful misconduct.

8.2    None of the  Pledgees  shall be under  any  obligation  to take any steps
       necessary to preserve any rights in the Pledged  Assets against any other
       third  parties but may do so at its option,  and all expenses  reasonably
       incurred in connection


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       therewith  shall be for the  account of the  Pledgor and shall be part of
       Secured Liabilities.


ARTICLE 9 : EXPENSES

All  reasonable  expenses  and  duties in  connection  with this  Agreement,  in
particular with regard to the establishment and perfection of the Pledge and the
granting of any release thereof, shall be borne by the First Pledgee.

ARTICLE 10 : EVIDENCE OF SECURED LIABILITIES

A bona fide  certificate  by the  Pledgees  as to the  amount  and the terms and
conditions of the Secured Liabilities, properly prepared and delivered, shall be
conclusive  evidence  as against  the  Pledgor,  save to the extent of  contrary
evidence (if any).

ARTICLE 11 : NOTICES

Article 19  (Notices)  of the Loan  Agreement  shall  apply to any notice  given
pursuant to or in connection with this Agreement.

ARTICLE 12 : SEVERABILITY

The invalidity or  unenforceability of any provision hereof shall not affect the
validity or enforceability of this Agreement or any other provision hereof.

ARTICLE 13 : WAIVER

No failure  on the part of the  Pledgees  (or any of them) or of the  Pledgor to
exercise,  or delay on its part in  exercising,  any right under this  Agreement
shall operate as a waiver thereof, nor shall any single exercise by the Pledgees
(or any of them) or by the  Pledgor of any right  preclude  any further or other
exercise of such right or the  exercise of any other right by the Pledgees or by
the Pledgor.

ARTICLE 14 : APPLICABLE LAW AND JURISDICTION

14.1   This  Agreement  shall be governed by and  construed in  accordance  with
       Belgian law.

14.2   The  Pledgor  agrees for the  benefit of the  Pledgees  that any  dispute
       arising out of or in connection  with this Agreement  shall be subject to
       the exclusive  jurisdiction of the Courts of Brussels,  Belgium,  without
       prejudice to the rights of the  Pledgees to take legal action  before any
       other court of competent jurisdiction.


ARTICLE 15 : FACSIMILE SIGNATURES

The  Parties  agree  that  this  Agreement  and all  exhibits  or  documents  in
connection therewith, may be validly executed by facsimile signatures.


(signatory page follows)


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Agreed on 2 April 2002 and executed in five (5) originals on the dates indicated
hereinafter, each of the parties acknowledging having received one original.

The Pledgor :

         Date                       :...........................................

         Signature                  :...........................................
         Name                       : Dennis Petke for Aucxis Corp.
         Capacity                   : Managing Director

The First Pledgee :

         Date                       :...........................................

         Signature                  :...........................................
         Name                       :...........................................
         Capacity                   : Special Attorney

The Second Pledgee :

         Date                       :...........................................

         Signature                  :...........................................
         Name                       : Nicholas Saphir
         Capacity                   : Trustee

The Third Pledgee :

         Date                       :...........................................

         Signature                  :...........................................
         Name                       : Nicholas Moss for First Board Limited
         Capacity                   : Director

The Fourth  Pledgee :

         Date                       :...........................................

         Signature                  :...........................................
         Name                       : Jean-Jacques Mennillo


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SCHEDULE 1 : POWER OF ATTORNEY AS REFERRED TO IN ARTICLE 3.4
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The undersigned :

AUCXIS, a limited liability company ("naamloze vennootschap") existing under the
laws of Belgium,  with its  registered  offices at 9190 Stekene,  Zavelstraat 7,
registered  with the Commercial  Registry of  Sint-Niklaas as number 61.208 (the
"Pledgor"),  represented  for the purpose of this  Agreement by AUCXIS CORP.,  a
company  incorporated  under the laws of the State of Nevada,  United  States of
America,  with its  registered  offices at Toronto  Ontario M5H 1K4,  220,  King
Street West , represented  for the purpose of this Agreement by Mr Dennis Petke,
its Chief Financial Officer,

declares :

1.     that it has,  pursuant to a Pledge Agreement dated 2 April 2002,  pledged
       to:

       (a)    ABN AMRO CAPITAL (Belgium), a limited liability company ("naamloze
              vennootschap")  existing  under  the  laws of  Belgium,  with  its
              registered  offices  at 1000  Brussels,  Regentlaan  53,  Belgium,
              registered  with the  Commercial  Registry  of  Brussels as number
              622.783, 148 registered shares N(degree)s 49 to 132 (included) and
              N(degree)s 385 to 448 (included) ;

       (b)    BODIN  SAPHIR  PENSION  SCHEME a small self  administered  pension
              scheme  under the Laws of England,  Heronden,  Chart  Hill,  Chart
              Sutton, Kent ME 17 3EZ, England,  148 registered shares N(degree)s
              133 to 216 (included) and N(degree)s 449 to 512 (included) ;

       (c)    MAGNUM TECHNOLOGY LTD., a limited liability company existing under
              the laws of  Guernsey,  with  its  administrative  offices  at St.
              Peter's  House,  St. Peter Port,  GY1 6AX,  Guernsey,  The Channel
              Islands,  148 registered  shares  N(degree)s 217 to 300 (included)
              and N(degree)s 513 to 576 (included), and ;

       (d)    Mr Jean Jacques MENNILLO, residing at 13190 Allauch, 270 Chemin de
              Carambot  de  la  Ribassiere,   France,   148  registered   shares
              N(degree)s  301  to  384  (included)  and  N(degree)s  577  to 640
              (included);

       in Aucxis  Trading  Solutions,  a limited  liability  company  ("naamloze
       vennootschap")  existing  under the laws of Belgium,  with its registered
       offices at 9190 Stekene,  Zavelstraat 7,  registered  with the Commercial
       Registry of Sint-Niklaas as number 43.775 (the "Company").


2.     that it hereby appoints Bodin & Nielsen Ltd., a limited liability company
       under the laws of England, with its registered offices at Heronden, Chart
       Hill, Chart Sutton, Kent ME 17 3EZ, England,  represented for the purpose
       of this agreement by Mr Nicholas Saphir (the "Attorney"),  which accepts,
       or any third  party  further  to be  appointed  by the  Attorney,  as its
       special  attorney,  with  power to act  alone or to  substitute,  for the
       purpose of recording the above pledge in the Company's share register.

Executed on 2 April  2002.


The Pledgor *:                              The Attorney


--------------------------
* Signature to be preceded by the hand-written words "Goed voor volmacht".