<PAGE>


CHARGE OVER SHARES IN CTI
DATA SOLUTIONS LTD.

between

CTI GROUP (HOLDINGS), INC.
as Chargor

and

NATIONAL CITY BANK
as the Secured Party



relating to



USD $ 10,600,000 LOAN AGREEMENT

(SIMMONS & SIMMONS LOGO)

CityPoint   One Ropemaker Street   London   EC2Y 9SS
T  +44 (0)20 7628 2020   F  +44 (0)20 7628 2070   DX Box No 12


<PAGE>

                                    CONTENTS

<TABLE>
<S>      <C>                                                                      <C>
1.       Definitions and interpretation........................................    1

2.       Covenant and Charge...................................................    2

3.       Deposit of certificates...............................................    2

4.       Voting rights and dividends...........................................    3

5.       Chargor's representations and undertakings............................    3

6.       Further assurance.....................................................    4

7.       Power of attorney.....................................................    5

8.       Power of sale.........................................................    5

9.       Receiver..............................................................    5

10.      Effectiveness of collateral...........................................    6

11.      Subsequent interests and accounts.....................................    7

12.      Costs and expenses....................................................    7

13.      Currency conversion...................................................    8

14.      Notices...............................................................    8

15.      Successors............................................................    8

16.      Counterparts..........................................................    8

17.      Third party rights....................................................    8

18.      Law...................................................................    8

19.      Jurisdiction..........................................................    8
</TABLE>



                                        i
<PAGE>


THIS AGREEMENT is dated as of December 22, 2006 and made


BETWEEN:

(1)      CTI GROUP (HOLDINGS), INC., (the "Chargor"), a Delaware corporation in
         the United States having its principal office at 333 North Alabama
         Street, Suite 240, Indianapolis, Indiana 46240; and

(2)      NATIONAL CITY BANK, (the "Secured Party"), a national banking
         association in the United States and having its principal place of
         business at One National City Center, Suite 200E, Indianapolis, Indiana
         46255.

IT IS AGREED as follows:

1.       DEFINITIONS AND INTERPRETATION

1.1      In this Agreement:

         "Act" means the Law of Property Act 1925.

         "Charged Portfolio" means the Shares and the Related Assets.

         "Collateral Rights" means all rights, powers and remedies of the
         Secured Party provided by this Agreement or by law.

         "Debenture" means the debenture, of even date herewith, entered into by
         and between the Chargor and the Secured Party.

         "Enforcement Event" means an Event of Default.

         "Finance Documents" means the Loan Agreement, the Notes, the U.S.
         Security Agreements, the U.S. Guaranties, the Debenture, this
         Agreement, the Ryder Charge Over Shares and "Finance Document" means
         any one of them.

         "Loan Agreement" means the Loan Agreement, of even date herewith,
         entered into by and between the Chargor and the Secured Party.

         "Notes" means, collectively, (i) that certain Acquisition Loan
         Promissory Note in the original principal amount of $2,600,000 issued
         by the Obligor in favour of the Bank of even date herewith, and (ii)
         that certain Revolving Loan Promissory Note in the original principal
         amount of $8,000,000 issued by the Obligor in favour of the Bank of
         even date herewith;

         "Related Assets" means all dividends, interest and other moneys payable
         in respect of the Shares and all other rights, benefits and proceeds in
         respect of or derived from the Shares (whether by way of redemption,
         bonus, preference, option, substitution, conversion or otherwise).

         "Ryder Charge Over Shares" means the charge by CTI Data Solutions Ltd.
         to the Secured Party of its shareholding in Ryder Systems Ltd. dated of
         even date herewith.

         "Secured Obligations" means all obligations owing to the Secured Party
         by the Chargor on any account, whether present or future, actual or
         contingent (and whether incurred by the Chargor alone or jointly, and
         whether as principal or surety or in some other capacity) under the
         Finance Documents as amended or supplemented to by agreement.



                                       1
<PAGE>

         "Shares" means all of the shares in the share capital of CTI Data
         Solutions Ltd., a company registered in England, held by, to the order
         or on behalf of the Chargor at any time.

         "U.S. Guaranties" means those certain Guaranties, of even date
         herewith, entered into for the benefit of the Secured Party by each of
         CTI Data Solutions (USA) Inc., CTI Billing Solutions, Inc., CTI
         Delaware Holdings, Inc., Centillion Data Systems, LLC, CTI Data
         Solutions Ltd, CTI Billing Solutions Ltd. and Ryder Systems Ltd..

         "U.S. Security Agreements" means those certain Security Agreements, of
         even date herewith, entered into for the benefit of the Secured Party
         by each of CTI Data Solutions (USA) Inc., CTI Billing Solutions, Inc.,
         CTI Delaware Holdings, Inc., Centillion Data Systems, LLC and Ryder
         Systems Ltd..

1.2      In this Agreement, any reference to (a) a "clause" is, unless otherwise
         stated, a reference to a clause hereof and (b) "this Agreement" is a
         reference to this Agreement as amended, varied or supplemented from
         time to time. Clause headings are for ease of reference only.

1.3      Unless expressly defined in this Agreement, capitalised terms defined
         in the Loan Agreement have the same meaning in this Agreement.

1.4      The provisions of clauses of the Loan Agreement apply to this Agreement
         as though they were set out in full in this Agreement except that
         references to the Agreement are to be construed as references to this
         Agreement.

2.       COVENANT AND CHARGE

2.1      The Chargor shall on demand of the Secured Party discharge each of the
         Secured Obligations and pay to the Secured Party, when due and payable,
         the Secured Obligations.

2.2      The Chargor charges the Charged Portfolio, with full title guarantee
         and by way of first fixed charge, in favour of the Secured Party for
         the payment and discharge of all of the Secured Obligations.

3.       DEPOSIT OF CERTIFICATES

3.1      The Chargor shall, on the date of this Agreement deposit with the
         Secured Party:

         (A)      all certificates and other documents of title to the Shares,
                  and

         (B)      stock transfer forms (executed in blank by or on behalf of the
                  Chargor) in respect of the Shares.

3.2      The Chargor shall, promptly upon the accrual, offer or issue of any
         Related Assets (in the form of stocks, shares, warrants or other
         securities) in which the Chargor has a beneficial interest, procure the
         delivery to the Secured Party of:

         (A)      all certificates and other documents of title representing
                  those Related Assets, and

         (B)      such stock transfer forms or other instruments of transfer
                  forms (executed in blank by or on behalf of the Chargor) in
                  respect of those Related Assets as the Secured Party may
                  require.



                                       2
<PAGE>

4.       VOTING RIGHTS AND DIVIDENDS

4.1      Prior to an Enforcement Event the Secured Party agrees that the Chargor
         shall be entitled:

         (A)      to receive all dividends, interest and other moneys arising
                  from the Charged Portfolio unless prohibited from doing so
                  under terms of the Loan Agreement; and

         (B)      to exercise all voting rights in relation to the Charged
                  Portfolio PROVIDED THAT the Chargor shall not exercise such
                  voting rights in any manner, or otherwise permit or agree to
                  any (a) variation of the rights attaching to or conferred by
                  all or any part of the Charged Portfolio, or (b) increase in
                  the issued share capital of any company whose shares are
                  charged pursuant to this Agreement, which in the opinion of
                  the Secured Party would prejudice the value of, or the ability
                  of the Secured Party to realise, the security created by this
                  Agreement.

4.2      At any time whilst an Enforcement Event is continuing, the Secured
         Party may at its discretion (in the name of the Chargor or otherwise
         and without any further consent or authority from the Chargor):

         (A)      require the Chargor to do all things that the Secured Party
                  may require to transfer the Shares to, and register the Shares
                  in the name of, the Secured Party (or its nominees);

         (B)      require the Chargor to issue such instructions as the Secured
                  Party may require in order to procure the issue or transfer to
                  the Secured Party (or its nominees) of the Related Assets;

         (C)      exercise (or refrain from exercising) any voting rights in
                  respect of the Charged Portfolio (and the Secured Party may
                  revoke, or cause to be revoked, any proxies given pursuant to
                  clause 4.1(B));

         (D)      apply all dividends, interest and other moneys arising from
                  the Charged Portfolio as though they were the proceeds of sale
                  under this Agreement;

         (E)      exercise (or refrain from exercising) the powers and rights
                  conferred on or exercisable by the legal or beneficial owner
                  of the Charged Portfolio including the right, in relation to
                  any company whose shares or other securities are included in
                  the Charged Portfolio, to concur or participate in:

                  (1)      the reconstruction, amalgamation, sale or other
                           disposal of such company or any of its assets or
                           undertaking (including the exchange, conversion or
                           reissue of any shares or securities as a consequence
                           thereof),

                  (2)      the release, modification or variation of any rights
                           or liabilities attaching to such shares or
                           securities, and

                  (3)      the exercise, renunciation or assignment of any right
                           to subscribe for any shares or securities,

                  in each case in such manner and on such terms as the Secured
                  Party may think fit, and the proceeds of any such action shall
                  form part of the Charged Portfolio.

5.       CHARGOR'S REPRESENTATIONS AND UNDERTAKINGS

5.1      Except with the Secured Party's prior written consent, the Chargor
         shall not:




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<PAGE>

         (A)      assign or dispose of all or any part of the Charged Portfolio;
                  or

         (B)      create, grant or permit to exist:

                  (1)    any security interest over, or

                  (2)    any restriction on the ability to transfer or realise,

                  all or any part of the Charged Portfolio.

5.2      The Chargor hereby represents and warrants to the Secured Party and
         undertakes during the subsistence of this Agreement that:

         (A)      it is and will be the sole legal and beneficial owner of the
                  Charged Portfolio free from any security interest and all
                  third party rights except as created by this Agreement;

         (B)      it has not sold or disposed of, and will not sell or dispose
                  of, the benefit of all or any of its rights, title and
                  interest in the Charged Portfolio;

         (C)      it has and will have the necessary power to enable it to enter
                  into and perform its obligations under this Agreement;

         (D)      this Agreement constitutes its legal, valid and binding
                  obligation and is an effective security over the Charged
                  Portfolio; and

         (E)      all necessary authorisations to enable it to enter into this
                  Agreement have been obtained and are, and will remain, in full
                  force and effect.

5.3      The Chargor represents to the Secured Party that the Shares are fully
         paid and represent the whole of the issued Share Capital of CTI Data
         Solutions Ltd. The Chargor undertakes to pay all calls or other
         payments due in respect of any part of the Charged Portfolio. If the
         Chargor fails to make any such payment the Secured Party may make that
         payment on behalf of the Chargor and any sums so paid by the Secured
         Party shall be reimbursed by the Chargor on demand together with
         interest thereon. Such interest shall be calculated from the due date
         up to the actual date of payment (after, as well as before, judgement)
         at the Default Rate as defined in the Loan Agreement or at such
         commercial rate as the Secured Party may reasonably determine.

6.       FURTHER ASSURANCE

6.1      The Chargor shall promptly execute all documents (including transfers)
         and do all things (including the delivery, transfer, assignment or
         payment of all or part of the Charged Portfolio to the Secured Party or
         its nominee(s)) that the Secured Party may reasonably specify for the
         purpose of:

         (A)      exercising the Collateral Rights or

         (B)      securing and perfecting its security over or title to all or
                  any part of the Charged Portfolio (including transferring the
                  Charged Portfolio into the name of the Secured Party or its
                  nominee(s)).

6.2      The Chargor shall upon demand from the Secured Party, at any time
         whilst an Enforcement Event is continuing:



                                       4
<PAGE>

         (A)      procure the transfer of the Charged Portfolio, into the name
                  of the Secured Party or such nominee(s), agents or purchasers
                  as it shall direct, and

         (B)      execute all documents and do all other things that the Secured
                  Party may require to facilitate the realisation of the Charged
                  Portfolio.

7.       POWER OF ATTORNEY

7.1      The Chargor, by way of security, irrevocably appoints the Secured Party
         to be its attorney and in its name, on its behalf and as its act and
         deed to execute, deliver and perfect all documents (including any stock
         transfer forms and other instruments of transfer) and do all things
         that the Secured Party may consider to be requisite for (a) carrying
         out any obligation imposed on the Chargor under this Agreement or (b)
         exercising any of the rights conferred on the Secured Party by this
         Agreement or by law, (including, after the security constituted hereby
         has become enforceable, the exercise of any right of a legal or a
         beneficial owner of the Charged Portfolio). The Chargor shall ratify
         and confirm all things done and all documents executed by the Secured
         Party in the exercise of that power of attorney.

8.       POWER OF SALE

8.1      At any time whilst an Enforcement Event is continuing, the Secured
         Party shall be entitled, without prior notice to the Chargor or prior
         authorisation from any court, to sell or otherwise dispose of all or
         any part of the Charged Portfolio (at the times, in the manner and on
         the terms it thinks fit). The Secured Party shall be entitled to apply
         the proceeds of that sale or other disposal in paying the costs of that
         sale or disposal and in or towards the discharge of the Secured
         Obligations.

8.2      The power of sale or other disposal in clause 8.1 shall operate as a
         variation and extension of the statutory power of sale under section
         101 of the Act. The restrictions contained in sections 93 and 103 of
         the Act shall not apply to this Agreement or to any exercise by the
         Secured Party of its right to consolidate mortgages or its power of
         sale.

8.3      A certificate in writing by an officer or agent of the Secured Party
         that any power of sale or other disposal has arisen and is exercisable
         shall be conclusive evidence of that fact, in favour of a purchaser of
         all or any part of the Charged Portfolio.

9.       RECEIVER

9.1      At any time whilst an Enforcement Event is continuing or if a petition
         is presented for the making of an administration order in relation to
         the Chargor or if requested by the Chargor, the Secured Party may by
         writing (acting through an authorised officer of the Secured Party)
         without notice to the Chargor appoint one or more persons to be
         receiver of the whole or any part of the Charged Portfolio (each such
         person being:

         (A)      entitled to act individually as well as jointly and

         (B)      for all purposes deemed to be the agent of the Chargor).

9.2      In addition to the powers of the Secured Party conferred by clause 8
         (Power of Sale), each person appointed pursuant to clause 9.1 shall
         have, in relation to the part of the Charged Portfolio in respect of
         which he was appointed, all the powers:

         (A)      conferred by the Act on a receiver appointed under that Act,


                                       5
<PAGE>

         (B)      of an administrative receiver set out in Schedule 1 to the
                  Insolvency Act 1986 (whether or not such person is an
                  administrative receiver) and

         (C)      (if such person is an administrative receiver) all the other
                  powers exercisable by an administrative receiver in relation
                  to the Chargor by virtue of the Insolvency Act 1986.

9.3      The Secured Party may fix the remuneration of any receiver appointed by
         it.

9.4      Each receiver is deemed to be the agent of the Chargor for all purposes
         and accordingly is deemed to be in the same position as a receiver duly
         appointed by a mortgagee under the Act. The Chargor alone shall be
         responsible for his contracts, engagements, acts, omissions, defaults
         and losses and for liabilities incurred by him and the Secured Party
         shall not incur any liability (either to the Chargor or to any other
         person) by reason of the Secured Party making his appointment as a
         receiver or for any other reason.

10.      EFFECTIVENESS OF COLLATERAL

10.1     The obligations of the Chargor and the Collateral Rights shall not be
         discharged, impaired or otherwise affected by:

         (A)      any winding-up, dissolution, administration or re-organisation
                  of or other change in the Chargor or any other person;

         (B)      any of the Secured Obligations being at any time illegal,
                  invalid, unenforceable or ineffective;

         (C)      any time or other indulgence being granted to the Chargor any
                  other person;

         (D)      any amendment, variation, waiver or release of any of the
                  Secured Obligations;

         (E)      any failure to take or failure to realise the value of any
                  other collateral in respect of the Secured Obligations or any
                  release, discharge, exchange or substitution of any such
                  collateral; or

         (F)      any other act, event or omission which but for this provision
                  would or might operate to impair, discharge or otherwise
                  affect the obligations of the Chargor hereunder.

10.2     The collateral constituted by this Agreement and the Collateral Rights
         shall be cumulative, in addition to and independent of every other
         security which the Secured Party may at any time hold for the Secured
         Obligations or any rights, powers and remedies provided by law. No
         prior security held by the Secured Party over the whole or any part of
         the Charged Portfolio shall merge into the collateral hereby
         constituted.

10.3     No failure on the part of the Secured Party to exercise, or delay on
         its part in exercising, any Collateral Right shall operate as a waiver
         thereof, nor shall any single or partial exercise of a Collateral Right
         preclude any further or other exercise of that or any other Collateral
         Right.

10.4     The security created by or pursuant to this Agreement and the
         Collateral Rights shall not be prejudiced by any unenforceability or
         invalidity of any other agreement or document or by any time or
         indulgence granted to the Chargor or any other person or by any other
         thing which might otherwise prejudice that security or any Collateral
         Right.




                                       6
<PAGE>

10.5     If, at any time, any provision of this Agreement is or becomes illegal,
         invalid or unenforceable in any respect under the law of any
         jurisdiction, the legality, validity or enforceability of (a) the
         remaining provisions of this Agreement and (b) such provisions under
         the law of any other jurisdiction shall not in any way be affected or
         impaired thereby.

10.6     None of the Secured Party, its nominee(s) or any receiver appointed
         pursuant to this Agreement shall be liable by reason of (a) taking any
         action permitted by this Agreement or (b) any neglect or default in
         connection with the Charged Portfolio or (c) the taking possession or
         realisation of all or any part of the Charged Portfolio, except in the
         case of gross negligence or wilful default upon its part and shall not
         be liable to account as a mortgagee in possession.

10.7     Any settlement or discharge hereunder shall be conditional upon no
         security or payment to the Secured Party by, or on behalf of, the
         Chargor being avoided or reduced by virtue of any bankruptcy,
         insolvency, liquidation or similar laws of general application and
         shall in those circumstances be void

10.8     Upon the Secured Obligations being discharged in full and the Secured
         Party not being under any further actual or contingent obligation to
         make advances or provide other financial accommodation to the Chargor
         or any other person under any of the Finance Documents, the Secured
         Party shall, at the request and cost of the Chargor, release and cancel
         the security constituted by this Agreement, in each case subject to
         clause 10.7 and without recourse to, or any representation or warranty
         by, the Secured Party or any of its nominees.

10.9     The security constituted by this Agreement shall be continuing security
         and will extend to the ultimate balance of the Secured Obligations
         regardless of any intermediate payment or satisfaction of the whole or
         any part of the Secured Obligations.

11.      SUBSEQUENT INTERESTS AND ACCOUNTS

11.1     If the Secured Party at any time receives notice of any subsequent
         mortgage, assignment, charge or other interest affecting all or any
         part of the Charged Portfolio, all payments thereafter made by the
         Chargor to the Secured Party shall be treated as having been credited
         to a new account of the Chargor and not as having been applied in
         reduction of the Secured Obligations as at the time when the Secured
         Party received notice.

11.2     All moneys received, recovered or realised by the Secured Party under
         this Agreement (including the proceeds of any conversion of currency)
         may in its discretion be credited to and held in any suspense or
         impersonal account pending their application from time to time in or
         towards the discharge of any of the Secured Obligations.

12.      COSTS AND EXPENSES

12.1     All the Secured Party's costs and expenses (including reasonable legal
         fees, stamp duties and any value added tax) incurred in connection
         with:

         (A)      the execution of this Agreement or otherwise in relation to
                  it,

         (B)      the perfection or enforcement of the collateral hereby
                  constituted or

         (C)      the exercise of any Collateral Right



                                       7
<PAGE>

         shall be reimbursed to the Secured Party by the Chargor on demand on a
         full indemnity basis together with interest from the date the same were
         incurred to the date of payment at the Default Rate as provided in the
         Loan Agreement.

13.      CURRENCY CONVERSION

13.1     For the purpose of or pending the discharge of any of the Secured
         Obligations the Secured Party may convert any money received, recovered
         or realised or subject to application by it under this Agreement from
         one currency to another, as the Secured Party may think fit: and any
         such conversion shall be effected at the Secured Party's spot rate of
         exchange for the time being for obtaining such other currency with the
         first currency.

14.      NOTICES

14.1     Any notice or demand to be served by one person on another pursuant to
         this Agreement may be served by leaving it at the address specified
         above (or such other address as such person may previously have
         specified) or by letter posted by prepaid first-class post to such
         address (which shall be deemed to have been served two Business Days
         (as that term is defined in the Loan Agreement) following the date of
         posting, or by fax to the fax number specified above (or such other
         number as such person may previously have specified) which shall be
         deemed to have been received when transmission has been completed)
         PROVIDED THAT any notice to be served on the Secured Party shall be
         effective only when actually received by the Secured Party, marked for
         the attention of the department or officer specified by the Secured
         Party for such purpose.

15.      SUCCESSORS

15.1     This Agreement shall remain in effect despite any amalgamation or
         merger (however effected) relating to the Secured Party; and references
         to the Secured Party shall be deemed to include any assignee or
         successor in title of the Secured Party and any person who, under the
         laws of its jurisdiction of incorporation or domicile, has assumed the
         rights and obligations of the Secured Party hereunder or to which under
         such laws the same have been transferred.

16.      COUNTERPARTS

         This Agreement may be executed in counterparts, in which case this
         Agreement will be as effective as if all signatures on the counterparts
         were on a single copy of this Agreement.

17.      THIRD PARTY RIGHTS

         No person who is not a party to this Agreement shall have any rights
         under the Contracts (Rights of Third Parties) Act 1999 to enforce any
         term of this Agreement.

18.      LAW

18.1     This Agreement shall be governed by, and construed in accordance with,
         English law.

19.      JURISDICTION

19.1     Subject to clause 19.2, the parties irrevocably agree that the English
         courts shall have exclusive jurisdiction in relation to any legal
         action or proceedings arising out of or in connection with this
         Agreement ("Proceedings") and waive any objection to Proceedings in
         such courts on the grounds of venue or on the grounds that Proceedings
         have been brought in an inappropriate forum.





                                       8
<PAGE>

19.2     The parties agree that clause 19.1 operates for the benefit of the
         Secured Party and accordingly the Secured Party shall be entitled to
         take Proceedings in any other court or courts having jurisdiction.

19.3     To the extent that the Chargor may be entitled in any jurisdiction to
         claim for itself or its assets immunity from any suit, execution,
         attachment (whether provisional or final, in aid of execution, before
         judgment or otherwise) or other legal process or to the extent that in
         any jurisdiction such immunity (whether or not claimed) may be
         attributed to it or its assets, it irrevocably agrees not to claim and
         irrevocably waives such immunity to the fullest extent permitted by the
         laws of such jurisdiction.

IN WITNESS WHEREOF this Agreement has been signed on behalf of the Secured Party
and executed as a deed by the Chargor and is intended to be and is hereby
delivered by it as a deed on the date specified above.

CHARGOR

EXECUTED as a deed by              )
CTI GROUP (HOLDINGS), INC.         )

acting by

                  /s/ John Birbeck
                  Director
                  /s/ John Birbeck
                  Director/Secretary


SECURED PARTY

NATIONAL CITY BANK,
a national banking association in the United States


by
         /s/ Ryan T. Hendrickson
         Vice President


                                       9


<PAGE>


                                    APPENDIX

Company No.: 2969593

                             THE COMPANIES ACT 1985

                            COMPANY LIMITED BY SHARES

                                 WRITTEN RECORD

                                       OF

                     CTI DATA SOLUTIONS LTD (THE "COMPANY")

John Birbeck, [The] undersigned, being [the sole] Member[s] of the Company for
the time being entitled to receive notice of, attend and vote at General
Meetings of the Company unanimously pass the following Resolution and agree that
they shall take effect as though they had been passed at a general meeting of
the Company duly convened and held:

         THAT Article [ ] of the Company's Articles of Association be deleted
         and replaced with the following provision:

         "The directors may, in their absolute discretion and without assigning
         any reason therefor, decline to register the transfer of a share,
         whether or not it is a fully paid share, and the first sentence of
         regulation 24 in Table A shall not apply to the Company provided
         however that notwithstanding any provision of these Articles or of
         Table A, the directors shall not be entitled to refuse to register, and
         shall register, any transfer of shares by or to [     ] or its nominees
         pursuant to the [Charge Over Shares] to be dated on or about [  ] and
         created by [      ] in favour of [       ]."




/s/ John Birbeck
Authorised Signatory
for and on behalf of
CTI Data Solutions Ltd




DATED : 12/22/06




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