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                                                                   EXHIBIT 10.36

                             DATED NOVEMBER 30, 2001

                             PALM IRELAND INVESTMENT

                                       and

                          FOOTHILL CAPITAL CORPORATION

                                   (as Agent)

                         -------------------------------

                                  SHARE CHARGE

                         -------------------------------

                                   Arthur Cox
                                   ----------

                                Earlsfort Centre
                                Earlsfort Terrace
                                    Dublin 2

                                    WJ1844/jb

                                    29/11/01


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THIS SHARE CHARGE is made the 30th of November, 2001.

BETWEEN:

(1)   PALM IRELAND INVESTMENT, a company incorporated and registered under the
      laws of Ireland having its registered office at 5 Richview Office Park,
      Clonskeagh, Dublin 14, (the "Chargor"); and

(2)   FOOTHILL CAPITAL CORPORATION, a Californian corporation with its principal
      place of business at 2450 Colorado Avenue, Suite 3000 West, Santa Monica,
      Los Angeles California 90404 USA as agent for the hereinafter defined
      Lenders (the "Agent").

WITNESSES as follows:

1     DEFINITIONS AND INTERPRETATION

1.1   Definitions:

      In this Share Charge, words or expressions defined in the Loan Agreement
      (as defined below) shall, unless otherwise defined below, bear the same
      meaning in this Share Charge and, in addition, in this Share Charge
      (unless the context otherwise requires) the following expressions have the
      following meanings:

      "Business Day" means a day on which banks generally are open for business
      (other than a day on which banks are only open for business in euro) in
      California (excluding Saturdays, Sundays and bank or public holidays in
      those places);

      "Charged Property" means all Investments from time to time charged in
      favour of, or assigned to, Agent on behalf of the Lender Group by or
      pursuant to this Share Charge;

      "Default" has the meaning given to it in the Loan Agreement;

      "Event of Default" has the meaning given to it in the Loan Agreement;

      "Group" means together the Domestic Parent (as defined in the Loan
      Agreement) and its direct and indirect subsidiaries from time to time and

      "Group Company" means any of such entities;

      "Investments" means

(a)         the Securities; and

(b)         all stocks, shares or other securities, rights, monies or other
            property (together the "Derivative Assets") accruing, offered,
            issued or otherwise derived at any time (whether before or after
            the date of this Share Charge) by way of bonus, redemption,
            exchange, purchase, substitution, conversion, preference, option or
            otherwise in respect of any of the Securities; and


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(c)        all dividends, interest and other distributions paid or payable in
           respect of or deriving from any of the Securities or the Derivative
           Assets or deriving from any investment of any such dividends,
           interest or other income provided however that the Investments shall
           at no time exceed 100% of the entire issued ordinary share capital of
           Subsidiary Borrower;

      "Irish Debenture" means the Debenture of even date herewith executed by
      Subsidiary Borrower and Agent;

      "Irish Loan Documents" has the meaning given to it in the Loan Agreement;

      "Lender Group" shall have the meaning given to it in the Loan Agreement;

      "Lenders" shall have the meaning given to it in the Loan Agreement and
      shall include (where the context permits or requires) any successor,
      assignee or transferee lenders permitted under the Loan Agreement;

      "Lien" means any lien, mortgage, charge, standard security, pledge,
      hypothecation, security trust, assignment by way of security, or any other
      security interest whatsoever, howsoever created or arising or any other
      agreement or arrangement, having the commercial effect of conferring
      security and any agreement to enter into, create or establish any of the
      foregoing;

      "Loan Agreement" means the Loan Agreement of even date herewith among Palm
      Global Operations Limited as Subsidiary Borrower, the Lenders, Agent,
      Heller Financial, Inc. as the Syndication Agent, and The CIT
      Group/Business Credit, Inc. as the Documentation Agent.

      "UK Loan Documents" has the meaning given to it in the Loan Agreement;

      "Permitted Lien" has the meaning given to it in the Loan
      Agreement;"Secured Sums" means all money and liabilities covenanted to be
      paid or discharged by the Chargor to Agent on behalf of the Lender Group
      under Clause 2.1 (Covenant to Pay);

      "Securities" means the securities described in the First Schedule and all
      other stocks, shares or other securities or investments now or in the
      future owned at law or in equity by the Chargor constituting 100% of the
      issued share capital of Subsidiary Borrower but not including, for the
      avoidance of doubt, stocks, shares or other securities or investments in
      the capital of any other company or entity; and

      "Subsidiary Borrower" means Palm Global Operations Limited, a company
      incorporated under the laws of Ireland with its registered office at 25-28
      North Wall Quay, Dublin 1.

1.2   Interpretation:In this Share Charge, unless the context otherwise
      requires:

      1.2.1  words denoting the singular number only shall include the plural
             number also and vice versa; words denoting the masculine gender
             only shall also include the


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             feminine gender; words denoting persons only shall include
             corporations, partnerships and unincorporated associations;

      1.2.2  references to clauses, paragraphs and Schedules are to be construed
             as references to clauses, paragraphs and Schedules of this Share
             Charge;

      1.2.3  references to any party shall, where relevant, be deemed to be
             references to or to include, as appropriate, their respective
             successors or permitted assigns;

      1.2.4  references in this Share Charge to this Share Charge or any other
             document include references to this Share Charge or such other
             document as varied, supplemented, restated and/or replaced in any
             manner from time to time and/or any document which varies,
             supplements, restates and/or replaces it;

      1.2.5  references to "including" and "in particular" shall not be
             construed restrictively but shall be construed as meaning
             "including, without prejudice to the generality of the foregoing"
             and "in particular, but without prejudice to the generality of the
             foregoing" respectively;

      1.2.6  references to moneys, obligations and liabilities due, owing or
             incurred under the Loan Agreement shall include money, obligations
             and liabilities due, owing or incurred in respect of any extensions
             or increases in the amount of the facilities provided for therein
             or the obligations and liabilities imposed thereunder;

      1.2.7  expressions defined in the Companies Act 1963 shall have the same
             meanings in this Share Charge, except that the expression "company"
             shall include a body corporate established outside Ireland;

      1.2.8  any reference to any statute or any section of any statute shall be
             deemed to include reference to any statutory modification or
             re-enactment of it for the time being in force;

      1.2.9  references to "law" shall include any present or future common law,
             statute, statutory instrument, treaty, regulation, directive,
             order, decree, other legislative measure, code, circular, notice,
             demand, or injunction binding on the persons to whom it is directed
             to comply;

      1.2.10 a "person" includes any person, individual, firm, company,
             corporation, government, state or agency of a state or any
             undertaking or other association, organisation, trust or agency
             (whether or not having separate legal personality) or any two or
             more of the foregoing;

      1.2.11 "winding-up" of any person includes its dissolution and/or
             termination and/or any equivalent or analogous proceedings under
             the law of any jurisdiction in which the person concerned is
             incorporated, registered, established or carries on business or to
             which that person is subject;


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      1.2.12 reference to "writing" include any telex and facsimile transmission
             legibly received, except, unless the Lender otherwise agrees, in
             relation to any certificate, forecast, report, notice, resolution
             or other document which is expressly required by this Agreement to
             be signed, and "written" has corresponding meaning; and

      1.2.13 a time of day is a reference to Dublin time, unless otherwise
             stated.

1.3   Index and Headings:The index to and the headings in this Share Charge are
      inserted for convenience and shall not affect its interpretation.

2     COVENANT TO PAY

      2.1.1 Covenant to Pay:The Chargor hereby covenants that it will, on demand
      in writing made to it by Agent, on or following the making of a demand
      made in accordance with the Loan Agreement, pay or discharge to Agent on
      behalf of the Lender Group all money and liabilities now or in the future
      due, owing or incurred to the Lender Group pursuant to the Irish Loan
      Documents (other than under clause 2.1.2 of the Irish Debenture) by
      Subsidiary Borrower as and when the same fall due for payment,but which
      are not paid on their due date.

2.2   Demands from Agent:The making of one demand under this Share Charge will
      not preclude Agent from making any further demands.

3     CHARGING CLAUSE

3.1   Charging Clause:The Chargor as legal and beneficial owner hereby charges
      to Agent on behalf of the Lender Group as security for the payment or
      discharge of all Secured Sums by way of first fixed charge, all the
      Chargor's interest in the Investments.

3.2   Proviso for Redemption:On irrevocable and unconditional payment and
      discharge of all the Secured Sums and upon the Lender Group being under no
      further obligation to provide financial accommodation to the Group
      pursuant to the Irish Loan Documents, Agent will as soon as practicable at
      the request and cost of the Chargor execute such documents (or procure
      that its nominees execute such documents) as the Chargor may reasonably
      request which may be required to discharge the security created by this
      Share Charge.

4     DOCUMENTS AND VOTING RIGHTS

4.1   Deposit of Documents:Except as otherwise expressly agreed in writing by
      Agent, the Chargor shall:

      4.1.1 upon executing this Share Charge and, in relation to after acquired
            Charged Property, within 30 Business Days of receipt by the Chargor
            of the relevant documents of title, deposit with Agent, and Agent
            shall be entitled to retain all stock and share certificates and
            other documents evidencing, or documents of title relating to, the
            Charged Property together with stock transfer forms (or equivalent
            instruments of transfer), with the name of the transferee, the
            consideration and the


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            date left blank, but otherwise duly completed and executed by the
            person in whose name such certificate or document is, on the basis
            that Agent (or its nominee) shall be entitled to hold such
            certificates, documents, power of attorney and stock transfer forms
            (or equivalent instruments of transfer) until the Secured Sums have
            been irrevocably and unconditionally discharged in full (in
            accordance with Clause 3.2 (Proviso for Redemption)) and shall be
            entitled at any time after an Event of Default has occurred and is
            continuing to complete (pursuant to its powers in Clause 11 (Power
            of Attorney)) the stock transfer forms (or equivalent instruments of
            transfer) on behalf of Agent in favour of Agent or such other
            persons as it shall select; and

      4.1.2 execute and deliver to Agent such documents and transfers and give
            such instructions and perform such other acts as Agent may
            reasonably require at any time to constitute or perfect an equitable
            or legal charge (at Agent's option) over registered Charged Property
            or a pledge over bearer Charged Property, including any Charged
            Property which the Chargor elects to hold in any paperless transfer
            and settlement system or held in a clearing system.

4.2   Voting Rights:

      4.2.1 Unless and until an Event of Default occurs and is continuing:

            4.2.1.1  all voting and other rights attaching to any Charged
                     Property shall continue to be exercised subject to Clause 5
                     (Negative Pledge) by the Chargor for so long as it remains
                     the registered owner and the Chargor shall not permit any
                     person other than itself or a reputable paperless transfer
                     and settlement or clearing system, Agent or Agent's nominee
                     to be registered as holder of any Charged Property; and

            4.2.1.2  if the Charged Property charged under this Share Charge is
                     registered in the name of Agent, all voting and other
                     rights attaching to it shall be exercised by Agent or its
                     nominee in accordance with instructions in writing from
                     time to time received from the Chargor;

            provided that the Chargor shall not exercise such voting rights in a
            manner which adversely affects the validity or enforceability of the
            security created by this Share Charge or would result in Agent or
            its nominee incurring any cost or expense or being subject to any
            liability unless previously indemnified to its satisfaction.

      4.2.2 Unless an Event of Default occurs and is continuing, the Chargor
            shall be entitled to receive and retain all dividends, distributions
            and other monies paid on or derived from the Charged Property.

      4.2.3 After an Event of Default occurs and for so long as such an Event of
            Default is continuing, Agent on behalf of the Lender Group shall be
            entitled to:

             4.2.3.1 receive and retain all dividends, distributions and other
                     monies paid on the Charged Property; and


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             4.2.3.2 exercise or direct the exercise of the voting rights
                     attached to any of the Charged Property in such manner as
                     it considers fit. The Chargor shall after such time:

             4.2.3.2.1 comply, or procure the compliance, with any directions of
                       Agent in respect of the exercise of the voting rights
                       attached to such Investments; and

             4.2.3.2.2 if Agent so requires by notice to the Chargor,
                       immediately deliver to Agent a form of proxy or other
                       authority (in each case, in such form as Agent shall
                       reasonably require) appointing such person as Agent shall
                       select as proxy of the Chargor or, as the case may be,
                       its nominee or otherwise enabling such person as Agent
                       shall select to exercise such voting rights as shall be
                       specified (whether generally or specifically) in the
                       relevant notice.

4.3   Payment of Costs on Securities:The Chargor shall duly and promptly pay all
      costs, instalments or other payments which from time to time become due in
      respect of any Charged Property. In the case of any default by the Chargor
      in this respect Agent may, if it thinks fit, make any such payments on
      behalf of the Chargor, in which event any sums so paid shall be reimbursed
      on demand by the Chargor to Agent and until reimbursed shall bear interest
      in accordance with Clause 13.3 (Overdue Amounts) and shall be secured on
      the Charged Property.

4.4   Collection of Distributions:At any time following the registration of the
      Charged Property in the name of Agent or its nominee in accordance with
      Clause 4.2.1, Agent shall not be under any duty to ensure that any
      dividends, distributions or other monies payable in respect of the Charged
      Property are duly or promptly paid or received by it or its nominee, or to
      verify that the correct amounts are paid or received, or to take any
      action in connection with the taking up of any (or any offer of any)
      stocks, shares, rights, monies or other property paid, distributed,
      accruing or offered at any time by way of interest, dividend, redemption,
      bonus, rights, preference, option, warrant or otherwise on, or in respect
      of or in substitution for, any of the Charged Property.

4.5   Maintenance of Legal Validity:The Chargor shall obtain, comply with the
      terms of and do all that is necessary to maintain in full force and effect
      all authorisations, approvals, licences and consents required in or by the
      laws and regulations of its jurisdiction of incorporation to enable it
      lawfully to enter into and perform its obligations under this Share Charge
      and to ensure the legality, validity, enforceability or admissibility in
      evidence in its jurisdiction of incorporation and Ireland of this Share
      Charge.

5     NEGATIVE PLEDGE AND OTHER RESTRICTIONS

      The Chargor shall not, without the prior written consent of Agent (save as
      otherwise permitted by any Irish Loan Document):

      5.1.1 create, or agree or attempt to create, or permit to arise or
            subsist, any lien of any kind (save for Permitted Liens) or any
            trust over any of the Charged Property;


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      5.1.2 sell, transfer, assign or otherwise dispose of any of the Charged
            Property or the equity of redemption in respect of the Charged
            Property; or

      5.1.3 do or cause or permit to be done anything which may in any way
            materially depreciate, jeopardise or otherwise materially prejudice
            the market value or collateral value of the Charged Property or the
            rights of Agent on behalf of the Lender Group hereunder.

6     FURTHER ASSURANCE

      To the extent required to comply with the Loan Agreement, the Chargor
      shall promptly following demand by Agent in writing, execute and deliver
      to Agent at the cost of the Chargor and in such form as Agent may
      reasonably require, such other documents as Agent may reasonably require
      to secure the payment of the Secured Sums, or to perfect or protect this
      Share Charge or facilitate its realisation or the exercise of Agent's
      rights thereunder, or following an Event of Default which is continuing,
      to vest title to any Charged Property in itself or its nominee or any
      purchaser and/or to create a legal mortgage over the Securities or
      Derivative Assets and to register such security or title in any applicable
      register in each case consistent with the jurisdiction in which such asset
      is situated and/or to facilitate the realisation of this security or
      Agent's rights under this Share Charge.

7     CONTINUING SECURITY

7.1   Continuing Security:This Share Charge shall be a continuing security,
      notwithstanding any intermediate payment or settlement of account or any
      other matter whatever, and shall be in addition to and shall not prejudice
      or be prejudiced by any right of Lien, set-off or other rights exercisable
      by Agent on behalf of the Lender Group or Agent on behalf of the Lender
      Group as banker against any Group Company or any Lien, guarantee,
      indemnity and/or negotiable instrument now or in the future held by Agent
      on behalf of the Lenders. Agent shall not be bound to enforce any other
      Lien before enforcing the security created by this Share Charge. Section
      17 of the Conveyancing Act 1881 shall not apply to this Share Charge.

7.2   Subrogation:- During the continuance of this Share Charge:

      7.2.1   any rights of the Chargor, by reason of the performance of any of
              its obligations under this Share Charge, the enforcement of any of
              the charges contained herein or any action taken pursuant to any
              rights of any person conferred by or pursuant to this Share Charge
              or by law (so far as they relate to any of the Charged Property,
              the Agent on behalf of the Lender Group as the person entitled to
              any of the charges contained herein, any receiver or any delegate
              of the Chargor):

      7.2.1.1 to be indemnified by any person; or

      7.2.1.2 to prove in respect of any liability in the winding-up of any
              person; or


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      7.2.1.3 to take the benefit of or enforce any security interest or
              guarantees or to exercise any rights of contribution,

              (all such rights the "Subrogation Rights") shall be exercised and
              enforced by the Chargor in such manner and on such terms, and only
              in such manner and on such terms, as Agent may require (and,
              without limitation, Agent shall be entitled to require the Chargor
              not to exercise or enforce any Subrogation Rights);

      7.2.2   any amount received by the Chargor as a result of any exercise of
              any Subrogation Rights shall be held in trust for and immediately
              paid to Agent on behalf of the Lender Group;

      Provided that no Subrogation Rights shall arise or exist, which if they
      did exist would constitute a right to be indemnified by, to prove in the
      winding-up of, to take the benefit of any Lien or guarantee granted by, or
      to exercise any rights of contribution against, Subsidiary Borrower, and
      the Chargor waives all its entitlement and rights to or in respect of any
      such Subrogation Rights.

      7.2.3   Waiver of Defences: The liabilities and obligations of the Chargor
              under this Share Charge shall remain in force irrespective of
              whatever dealings may occur between the Agent, the Lenders, the
              Chargor and Subsidiary Borrower including, without limitation, the
              granting of any additional time for the performance of any
              obligation, or the variation of any obligation.

8     POWERS OF SALE

8.1   Statutory Power of Sale to arise on Enforcement:The restrictions in
      Section 20 of the Conveyancing Act 1881 shall not apply to this Share
      Charge, but the statutory power of sale (as varied and extended by this
      Share Charge) shall (as between Agent and a purchaser from Agent), and the
      Agent shall have the power to appoint a receiver of the Charged Property
      (or the income thereof) which shall, arise immediately on the execution of
      this Share Charge without restrictions (statutory or otherwise) as to the
      giving of notice or otherwise. However, Agent shall not exercise such
      powers until the taking of action by the Agent under clause 9 of the Loan
      Agreement, but this provision shall not affect a purchaser or require him
      to ask whether a demand or appointment has been made.

8.2   Third Parties not to be concerned with validity of demand:No person
      dealing in good faith and for value with Agent, its agents or brokers,
      shall be concerned to enquire whether this Share Charge has become
      enforceable, or whether any power exercised or purported to be exercised
      has become exercisable, or whether any Secured Sums remain due upon this
      Share Charge or have been validly demanded, or as to the necessity or
      expediency of any stipulations and conditions subject to which the sale of
      any Charged Property shall be made, or otherwise as to the propriety or
      regularity of the sale of any Charged Property, or to see to the
      application of any money paid to Agent, or its agents or brokers, and each
      such dealing shall be deemed to be within the powers hereby conferred and
      to be valid and effective accordingly.


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9     OPENING OF NEW ACCOUNTS

9.1   Ruling off of Accounts:On receiving notice that the Chargor has encumbered
      or disposed of any of the Charged Property, Agent may rule off such
      Chargor's account or accounts and open a new account or accounts in the
      name of the Chargor.

9.2   Credits not to reduce Indebtedness of Chargor:If Agent does not open a new
      account or accounts immediately on receipt of such notice, it shall
      nevertheless be treated as if it had done so at the time when it received
      such notice and as from that time all payments made by the Chargor to
      Agent on behalf of the Lender Group shall be treated as having been
      credited to such new account or accounts and shall not operate to reduce
      the amount owing from the Chargor to Agent on behalf of the Lender Group
      at the time when it received such notice.

10    ENFORCEMENT

10.1  Statutory Powers:The powers conferred on mortgagees or receivers by the
      Conveyancing Act 1881 and the Companies Acts, 1963 to 2001 shall apply to
      the security constituted by this Share Charge except insofar as they are
      expressly or impliedly excluded and where there is ambiguity or conflict
      between the powers contained in such statutes, the powers contained in
      this Share Charge shall prevail.

10.2  Liability of Agent:Neither the Agent nor any receiver or delegate shall be
      liable to account as mortgagee in possession or otherwise for any money
      not actually received by it.

10.3  Redemption of Prior Charges: Agent at any time following the security
      constituted by this Share Charge becoming enforceable may redeem any and
      all prior Liens on or relating to the Charged Property or any part thereof
      or procure the transfer of such Liens to itself and may settle and pass
      the accounts of the person or persons entitled to the prior Liens. Any
      account so settled and passed shall be conclusive and binding on the
      Chargor.

10.4  Rights of Agent:All or any of the rights which are conferred by this Share
      Charge (either expressly or impliedly) upon a receiver may be exercised
      after the Share Charge becomes enforceable by Agent irrespective of
      whether Agent shall have taken possession or appointed a receiver of the
      Charged Property.

11    POWER OF ATTORNEY

11.1  Power of Attorney:The Chargor by way of security hereby irrevocably
      appoints Agent (whether or not a receiver has been appointed), and any
      receiver separately, as the attorney of the Chargor (with full power to
      appoint substitutes and to delegate), in its name and on its behalf, and
      as its act and deed or otherwise, at any time during the continuance of an
      Event of Default to:

      11.1.1 execute and deliver and otherwise perfect any agreement, assurance,
             deed, instrument or document; or


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      11.1.2 perform any act;

      which may be required of the Chargor under this Share Charge, or may be
      deemed necessary by such attorney, acting reasonably, for any purpose of
      this Share Charge or to enhance or perfect the security intended to be
      constituted by it or following an Event of Default, to convey or transfer
      legal ownership of any of the Charged Property (including the completion
      of the stock transfer forms referred to in Clause 4.1 (Deposit of
      Documents)).

11.2  Ratification:The Chargor undertakes, if so required, to ratify and confirm
      all acts done and transactions entered into by any attorney appointed
      under Clause 11.1 (Power of Attorney) in the proper exercise of its powers
      in accordance with this Share Charge.

11.3  Delegation:Agent may delegate by power of attorney or in any other manner
      all or any of the powers, authorities and discretions which are for the
      time being exercisable by Agent under this Share Charge to any person or
      persons which it shall think fit and on such terms and conditions as it
      shall think fit (including power to sub-delegate) without liability for
      any act or omission by such delegate.

12    APPLICATION OF MONEY RECEIVED

12.1  Application of Recoveries:Any money received under the powers conferred by
      this Share Charge shall, subject to the discharge of any prior-ranking
      claims, be paid or applied in the following order of priority:

      12.1.1  in satisfaction of all costs, charges and expenses incurred, and
              payments made by Agent in connection with the exercise of its
              rights under this Share Charge (including any costs, charges and
              expenses incidental to the appointment of a receiver and the
              exercise of a receiver's rights and all remuneration payable to a
              receiver or liabilities of a receiver);

      12.1.2  in or towards satisfaction of the Secured Sums in the manner
              applicable under the Irish Loan Documents; and

      12.1.3  as to the surplus (if any), to the person or persons entitled to
              it.

12.2  Suspense Account:Agent may, in its absolute discretion on or at any time
      or times pending the payment to the Lender Group of the whole of the
      Secured Sums, place and keep to the credit of a separate or suspense
      account, bearing interest at a commercial rate, any money received,
      recovered or realised by Agent on behalf of the Lender Group by virtue of
      this Share Charge in such manner as Agent may determine without any
      obligation to apply it in or towards the discharge of any Secured Sum.
      That amount may be kept there (with any interest earned being credited to
      that account) until Agent is satisfied that all the Secured Sums have been
      discharged in full and that all facilities which might give rise to
      Secured Sums have terminated.


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13    COSTS AND INTEREST ON OVERDUE AMOUNTS

13.1  Indemnity: All costs, charges and liabilities (including all properly
      incurred professional fees and disbursements and value added tax and/or
      any similar tax) and all other sums paid or incurred by Agent or the
      Lender Group under or in connection with this Share Charge or the Irish
      Loan Documents, shall be recoverable (on a full indemnity basis) as a debt
      payable on demand from the Chargor, may be debited following non-payment
      of such sum(s) by the Chargor when due, or, if relevant, when demanded,
      without notice to any account of the Chargor, shall bear interest in
      accordance with the provisions of the Irish Loan Documents and shall be
      charged on the Charged Property. The Chargor shall indemnify Agent or the
      Lender Group against all properly incurred costs, charges and expenses
      arising out of any proceedings referable to the Chargor brought against
      Agent or the Lender Group or to which Agent or the Lender Group may be a
      party whether as plaintiffs or defendants or otherwise and which relate to
      any Charged Property. All amounts paid by the Chargor under this Share
      Charge shall be paid free and clear of any deduction or withholding on
      account of tax or any other amount (save to the extent required by law)
      and free of any set-off or counterclaim or otherwise. If the Chargor is
      required to make any deduction or withholding by law on any sum paid or
      payable by it to Agent on behalf of the Lenders under this Share Charge
      the sum payable by the Chargor in respect of which the deduction or
      withholding is required shall be increased to the extent necessary to
      ensure that Agent or the Lender Group receives on the due date and retains
      (free of any liability in respect of such deduction or withholding) a net
      sum equal to the sum it would have received and retained had no such
      deduction or withholding been required or made except where such deduction
      or withholding is permitted by the terms of the Loan Agreement and there
      is no corresponding obligation on the Subsidiary Borrower in the Loan
      Agreement to account to the Lender or Agent for such sum that has been
      withheld or deducted.

13.2  Types of Costs Recoverable: The costs recoverable by Agent under this
      Share Charge shall include:

      13.2.1  all costs properly incurred in preparing and administering this
              Share Charge or perfecting the security created by it;

      13.2.2  all costs (whether or not allowable on a taxation by the court) of
              all proceedings for the enforcement of this Share Charge or for
              the recovery or attempted recovery of the Secured Sums;

      13.2.3  all money properly expended and all properly incurred costs
              arising out of the exercise of any power, right or discretion
              conferred by this Share Charge; and

      13.2.4  all costs and losses arising from any default by the Chargor in
              the payment when due of any Secured Sums or the performance of its
              obligations under this Share Charge.

13.3  Overdue Amounts: Any overdue amounts secured by this Share Charge shall
      carry interest at the rate and in accordance with the terms contained in
      the Irish Loan


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      Documents in relation to overdue sums provided under Section 2.6(c) of the
      Loan Agreement or at such other rate agreed between the Chargor and Agent
      from time to time. In each case, such interest shall accrue on a day to
      day basis to the date of repayment in full and, if unpaid, shall be
      compounded on the terms so agreed (or in the absence of such agreed terms
      with monthly rests on Agent's usual monthly interest days). Interest shall
      continue to be charged and compounded on this basis after as well as
      before any demand or judgment.

13.4  Currency Indemnity:

      13.4.1  Moneys received or held by Agent pursuant to this Share Charge
              may, from time to time after demand has been made, be converted
              into such currency as Agent considers necessary or desirable to
              discharge the Secured Sums in that currency at such rate of
              exchange as may be applicable under the Loan Agreement or, if
              there is none, the prevailing spot rate of exchange of Wells Fargo
              Bank, N.A. or any successor thereto (as conclusively determined by
              Agent in accordance with the Loan Agreement) for purchasing the
              currency to be acquired with the existing currency.

      13.4.2  No payment to Agent (whether under any judgment or court order or
              otherwise) shall discharge the obligation or liability in respect
              of which it was made unless and until Agent shall have received
              payment in full in the currency in which such obligation or
              liability was incurred, and to the extent that the amount of any
              such payment shall on actual conversion into such currency fall
              short of such obligation or liability expressed in that currency,
              Agent on behalf of the Lender Group shall have a further separate
              cause of action against the Chargor and shall be entitled to
              enforce this security to recover the amount of the shortfall.

      To the extent that the amount of any such payment shall on actual
      conversion into such currency exceed such obligation or liability
      expressed in that currency, Agent shall repay that excess to the Chargor.

14    SET-OFF

      14.1.1  Agent may at any time or times during the continuance of an Event
              of Default retain any money standing to the credit of the Chargor
              in any currency upon any account or otherwise (in any country and
              whether or not in the Chargor's name) as cover for any Secured
              Sums and at any time after an Event of Default without notice to
              the Chargor, and may set off, combine and/or consolidate all or
              any of such money with all or such part of the Secured Sums as
              Agent may select (whether presently payable or not), and purchase
              with any such money any other currency required to effect such
              combination.

      14.1.2  The Chargor irrevocably authorises Agent in its name and at its
              expense to perform such acts and sign such documents as may be
              required to give effect to any set-off or transfer pursuant to
              Clause 14.1, including the purchase with the


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<PAGE>

              money standing to the credit of any such account of such other
              currencies as may be necessary to effect such set off or
              transfer.

      14.1.3  The foregoing provisions of this clause shall be in addition to
              and without prejudice to such rights of set off, combination,
              consolidation, lien and other rights whatsoever conferred on the
              Lender Group by law.

15    TRANSFER

      Agent may transfer all or any part of its rights in relation to this Share
      Charge and the Secured Sums or otherwise grant an interest in them to any
      person to which it is entitled to make such a transfer under the Loan
      Agreement.

16    DISCLOSURE

      The Chargor irrevocably authorises Agent, at its discretion, at any time
      or from time to time, to disclose any information concerning the Chargor,
      this Share Charge and the Secured Sums to any prospective transferee or
      grantee referred to in Clause 15 (Transfer), or to any affiliate of the
      Agent or the Lenders and their officers, directors, employers, agents and
      advisors subject to such person undertaking to the Chargor, in manner,
      form and substance reasonably satisfactory to such Chargor, to keep such
      information confidential. Both Agent and any prospective transferee or
      grantee shall be entitled to diclose such information to their
      professional advisers.

      The above authority is without prejudice to any obligation of Agent to
      make disclosure imposed by law.

17    FORBEARANCE AND SEVERABILITY

17.1  No Waivers: All rights, powers and privileges under this Share Charge
      shall continue in full force and effect, regardless of the Agent
      exercising, delaying in exercising or omitting to exercise any of them.

17.2  Invalidity and Severability:

      17.2.1  None of the covenants and guarantees given and none of the charges
              created by the Chargor under this Share Charge shall be avoided or
              invalidated by reason only of one other or more of such covenants,
              guarantees or charges being invalid or unenforceable.

      17.2.2  Any provision of this Share Charge which for any reason is or
              becomes illegal, invalid or unenforceable shall be ineffective
              only to the extent of such illegality, invalidity and
              unenforceability, without invalidating the remaining provisions of
              this Share Charge or the effectiveness of any provisions of this
              Share Charge under the laws of any jurisdiction.


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<PAGE>

18    VARIATIONS AND CONSENTS

18.1  Variations in Writing: No variation of this Share Charge shall be
      considered valid and as constituting part of this Share Charge, unless
      such variation shall have been made in writing and signed by Agent and the
      Chargor.

18.2  Variation: The expression "variation" shall include any variation,
      supplement, extension, deletion or replacement however effected.

18.3  Conditional Consents: Save as otherwise expressly specified in this Share
      Charge or the Loan Agreement, any consent of Agent may be given absolutely
      or on any terms and subject to any conditions as Agent may determine in
      its entire discretion.

19    SERVICE OF DEMANDS AND NOTICES

19.1  Notices to the Chargor: A demand for payment or any other communication to
      be given to the Chargor under this Share Charge may be made or given by
      any manager or officer of Agent and must be in writing addressed to the
      Chargor served on it at the address for service of the Chargor stated in
      the Second Schedule, or to the address last notified to Agent by the
      Chargor, or by facsimile transmission to the facsimile number stated in
      the Second Schedule, or to the facsimile number last notified to Agent by
      the Chargor or by any other form of electronic communication which may be
      available.

19.2  Notices to Agent: Any communication to be given to Agent under this Share
      Charge must be given to Agent in writing served on it at 2450 Colorado
      Avenue, Suite 3000 West, Santa Monica, Los Angeles California 90404 USA
      (marked for the attention of Business Finance Division Manager) or by
      facsimile to facsimile number 00 1 310 453 7443 or the address or
      facsimile number last notified to the Chargor by Agent in writing.

19.3  Deemed Service:A notice or demand shall be deemed to be duly served on the
      Chargor:

      19.3.1  if delivered by hand, at the time of actual delivery;

      19.3.2  if transmitted by facsimile, at the time the facsimile
              transmission report (or other appropriate evidence) confirming
              that the facsimile has been transmitted to the addressee is
              received by the sender; or

      19.3.3  if sent by first class prepaid post, at noon on the third Business
              Day (or if sent by airmail, the fifth Business Day) following the
              day of posting and shall be effective even if it is misdelivered
              or returned undelivered;

      provided that, where delivery or transmission occurs after 6.00 pm in the
      place of delivery on a Business Day or on a day which is not a Business
      Day, service shall be deemed to occur at 9.00 am in the place of delivery
      on the next Business Day.

      In proving such service, it shall be sufficient to prove that personal
      delivery was made or that the envelope containing the communication was
      correctly addressed and posted or


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<PAGE>

      that a facsimile transmission report (or other appropriate evidence) was
      obtained that the facsimile had been transmitted to the addressee.

19.4  Service on Agent: Any communication to Agent shall be deemed to have been
      given only on actual receipt by it.

20    COUNTERPARTS

      This Share Charge may be executed by the parties in any number of copies,
      all of which taken together shall constitute a single Share Charge.

21    ADJUSTMENT OF ACCOUNT

      If the statement of account between Agent and the Chargor by reference to
      which any Secured Sums are calculated for the purposes of this Share
      Charge requires adjustment at any time because of any claim made against
      Agent by an officeholder then, notwithstanding any other provision of this
      Share Charge:

      21.1.1  the Chargor's liability to Agent will be correspondingly adjusted;

      21.1.2  Agent may treat any release or settlement made by it with the
              Chargor before any such adjustment is required as being of no
              effect; and

      21.1.3  Agent may recover from the Chargor such sum as will place the
              Lender Group in the same position as if such release or settlement
              had not been made.

      If any claim is made against Agent under any insolvency law with reference
      to this Share Charge, Agent may agree the claim or settle it on any terms
      it chooses without asking for the Chargor's agreement. If Agent does agree
      or settle such claim, the Chargor will be liable under this Share Charge
      as if a court order had been made containing the terms which Agent agreed
      or settled. The Chargor will be responsible for all costs and expenses
      which Agent or the Lender Group properly incurred in defending such a
      claim.

22    REPRESENTATIONS AND WARRANTIES

22.1  Representations and Warranties: The Chargor represents and warrants to
      Agent that:

      22.1.1  the Chargor is the sole, absolute and beneficial owner of the
              Charged Property, that no person save the Chargor has any right or
              interest of any sort whatsoever in or to the Charged Property and
              that there are no agreements or arrangements (including any
              restrictions on transfer or rights of pre-emption) affecting the
              Charged Property which would in any way fetter the rights of the
              Chargor under this Share Charge;

      22.1.2  the Securities are duly authorised, validly issued and fully paid
              and there are no monies or liabilities outstanding in respect of
              any of the Securities;


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<PAGE>

      22.1.3  the Securities constitute 100% of the entire issued ordinary share
              capital of Subsidiary Borrower, and constitute 100% of all of the
              shares in Subsidiary Borrower owned legally or beneficially by the
              Chargor;

      22.1.4  the transfer of the Securities or the charge over the Securities,
              each as contemplated by this Share Charge, is not prohibited by
              the constitutional documents of the Chargor;

      22.1.5  the Chargor is validly incorporated under the laws of Ireland and
              has the power and authority to enter into, perform and deliver
              this Share Charge and the arrangements contemplated hereby;

      22.1.6  this Share Charge constitutes its legal, valid and binding
              obligations, enforceable in accordance with its terms except
              enforcement may be limited by equitable principles or by
              insolvency or similar laws relating to or limiting the rights of
              creditors generally;

      22.1.7  in any proceedings taken in its jurisdiction of incorporation in
              relation to this Share Charge, the choice of the law of Ireland as
              the governing law of this Share Charge and any judgment obtained
              in Ireland will be recognised and enforced;

      22.1.8  the Chargor has not taken any corporate action nor have any other
              steps been taken or legal proceedings been started or (to the best
              of its knowledge and belief) threatened against it for its
              winding-up, dissolution, court protection or re-organisation or
              for the appointment of a receiver, examiner, trustee or similar
              officer of it or of any or all of its assets or revenues;

      22.1.9  its execution of this Share Charge and exercise of its rights and
              performance of its obligations hereunder will not result in the
              existence of nor oblige it to create any Lien over all or any of
              its present or future revenues or assets otherwise than as
              contemplated hereby; and

      22.1.10 its execution of this Share Charge constitutes, and its exercise
              of its rights and performance of its obligations hereunder will
              constitute, private and commercial acts done and performed for
              private and commercial purposes.

22.2  Times of Making Representations and Warranties

      The representations and warranties set out in Clause 22.1 (Representations
      and Warranties):

      22.2.1  will survive the execution of each Irish Loan Document and each
              drawdown under the Loan Agreement; and

      22.2.2  are made on the date hereof and are deemed to be repeated in
              accordance with Section 3.3(a) (Conditions Precedent to all
              Extensions of Credit) of the Loan Agreement with reference to the
              facts and circumstances then existing.


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<PAGE>

23    GOVERNING LAW AND SUBMISSION TO JURISDICTION

23.1  Governing Law:Any dispute, controversy, proceedings or claim of whatever
      nature arising out of or relating to, or breach of, this Share Charge
      shall be governed by and this Share Charge shall be construed in all
      respects in accordance with the laws of Ireland.

23.2  Submission to Jurisdiction:

      23.2.1  The Chargor irrevocably submits for the benefit of Agent to the
              non-exclusive jurisdiction of the courts of Ireland for the
              purpose of hearing and determining any proceedings arising out of
              this Share Charge.

      23.2.2  The Chargor hereby designates, appoints and empowers the Subsidary
              Borrower at 25-28 North Wall Quay, Dublin 1 (or such other address
              in Ireland as it may notify to Agent), marked for the attention of
              the company secretary, as its process service agent to accept
              service of process in Ireland in any proceedings, and agrees that
              failure by such agent to give notice of such service of process to
              the Chargor shall not impair or affect the validity of such
              service or any judgment based on it. If the appointment ceases to
              be effective in respect of the Chargor, the Chargor shall
              immediately appoint a further person in Ireland to accept service
              of process on its behalf in Ireland and, if it fails to make such
              appointment within 15 days, Agent shall be entitled to appoint
              such person by notice to the Chargor.

      23.2.3  The Chargor irrevocably agrees not to claim that any such court is
              not a convenient or appropriate forum and agrees that a judgment
              in proceedings brought in such courts shall be conclusive and
              binding upon them and may be enforced in any other jurisdiction.

23.3  Freedom of Choice:The submission to the jurisdiction of the courts
      referred to in Clause 23.2 (Submission to Jurisdiction) shall not (and
      shall not be construed so as to) limit the right of Agent to take
      proceedings against the Chargor in the courts of any country in which the
      Chargor has assets or in any other court of competent jurisdiction nor
      shall the taking of proceedings in any one or more jurisdictions preclude
      the taking of proceedings in any other jurisdiction (whether concurrently
      or not) if and to the extent permitted by applicable law.

THIS SHARE CHARGE has been executed by the Chargor as a Deed and signed by Agent
but shall only be treated as having been executed and delivered to take effect
on the day and year first above written.


                                       18

<PAGE>

                                 FIRST SCHEDULE

100 ordinary shares of US$1 each held by the Chargor in Palm Global Operations
Limited.

                                 SECOND SCHEDULE

The address of the Chargor for service of notice is

                  220 Wharfdale Road,
                  Wokingham,
                  Berkshire, RG41 5TB
                  Fax number: (44) 118 927 8791
                  For the attention of the Legal Department

                  With a copy to: Palm Inc.
                  5470 Great America Parkway
                  MS12106
                  Santa Clara CA95052

                  Fax number: 001 408 878 2790
                  For the attention of the General Counsel


                                       19

<PAGE>

CHARGOR

PRESENT when the Common Seal of             )
PALM IRELAND INVESTMENT                     )
(pursuant to a resolution of its board of   )   /s/ Judy Bruner
directors) was affixed hereto:              )  --------------------------
                                               (Directorr)

                                               /s/ Stephen Yu
                                               --------------------------
                                               (Director/Secretary)

AGENT

SIGNED by                                   )
for and on behalf of                        )
FOOTHILL CAPITAL                            )
CORPORATION as Agent                        )  /s/ John Nocita
                                               --------------------------
                                               (Authorised Officer)


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