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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<PAGE>

                             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 registered  offices at St. Peter's House,  St. Peter
     Port, GY1 6AX, Guernsey,  The Channel Islands,  represented for the purpose
     of this Agreement by either of Mssrs Zvi Limon or Ron Zuckerman, directors

     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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                                                                               2

<PAGE>

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 Asets 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.


                                                                               3
<PAGE>

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

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.


                                                                               4
<PAGE>

     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  order
     granted to Schelfhout  and De Laet by the Judge for  Restraint  Orders with
     the Civil Court of Dendermonde on 17 January 2001 (the "Restraint Order").

     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
          Order ;

     (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 Order;


                                                                               5
<PAGE>

     (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 Order ;

     (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;

     (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.


                                                                               6
<PAGE>

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.

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.


                                                                               7
<PAGE>

     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  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.


                                                                               8
<PAGE>

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)


                                                                               9
<PAGE>

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              :......................................
         Capacity          : Director


THE FOURTH PLEDGEE :


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

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


                                                                              10
<PAGE>

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

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  registered  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.


                                                                              11
<PAGE>

Executed on 2 April 2002.

The Pledgor *:                                     The Attorney


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


                                                                              12