EXHIBIT 10.1

                                  AUCXIS CORP.

                                  AS BORROWER,

                                       AND

                          ABN AMRO CAPITAL (BELGIUM) NV

                           BODIN SAPHIR PENSION SCHEME

                             MAGNUM TECHNOLOGY LTD.

                                  J.J. MENNILLO

                                   AS LENDERS

                                       AND

                                    AUCXIS NV

                                   AS PLEDGOR

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                        CONVERTIBLE BRIDGE LOAN AGREEMENT

                               DATED 2 APRIL 2002

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                        CONVERTIBLE BRIDGE LOAN AGREEMENT
                        ---------------------------------

                               ("this Agreement")

BETWEEN:

1.   AUCXIS CORP.,  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 "Borrower"

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 Lender",

3.   BODIN SAPHIR PENSION SCHEME a small self administered  pension  schemeunder
     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 Lender",

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 Lender",

5.   MR JEAN JACQUES MENNILLO, residing at 13190 Allauch, 270 Chemin de Carambot
     de la Ribassiere, France,

     hereinafter referred to as the "Fourth Lender",

6.   AUCXIS NV, 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 61.208,  represented for the
     purpose  of  this  Agreement  by  the  Borrower,   its  managing  director,
     represented by Mr Dennis Petke, its Chief Financial Officer,


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     hereinafter referred to as "Aucxis NV",

Parties sub 1 to 6 (included) hereinafter  individually referred to as a "Party"
and collectively referred to as the "Parties".

Parties sub 2 to 5 (included) hereinafter individually referred to as a "Lender"
and collectively referred to as the "Lenders".

IT HAS BEEN AGREED AS FOLLOWS:

ARTICLE 1. CONVERTIBLE LOAN

1.1.    Subject to the terms and conditions of this Agreement, the Lenders shall
        make  available  to the Borrower by way of a loan (the "Loan") an amount
        of US$ 500,000.00  (five hundred  thousand  United States  Dollars),  as
        follows:

        (a)     The First Lender will make available US$ 125,000.00 (one hundred
                and twenty five thousand United States Dollars);

        (b)     The  Second  Lender  will make  available  US$  125,00.000  (one
                hundred and twenty five thousand United States Dollars);

        (c)     The Third Lender will make available US$ 125,000.00 (one hundred
                and twenty five thousand United States Dollars); and

        (d)     The  Fourth  Lender  will make  available  US$  125,000.00  (one
                hundred and twenty five thousand United States Dollars).

1.2.    Subject  to the  Conditions  Precedent  (as set out in  Article 3 below)
        having been  fulfilled and as soon as possible  thereafter,  each of the
        Lenders shall cause its respective part of the (principal) amount of the
        Loan to be advanced to the Borrower by way of a wire  transfer  into the
        US Dollar Trust Account n(degree)02-11419,  with reference client Aucxis
        Corp.  and  reference  LAS ID GJ (the "Escrow  Account"),  held with the
        Canadian  Imperial  Bank of Commerce,  Main Branch,  119 Sparks  Street,
        Ottawa,  Ontario  K1P  5B5  (Bank  Transit  n(degree)00006,  Swift  Code
        CIBCCATT)  by  Blake,   Cassels  &  Graydon  LLP,  a  limited  liability
        partnership existing under the laws of the Province of Ontario,  Canada,
        having an office at World  Exchange  Plaza,  45  O'Connor  Street,  20th
        floor, Ottawa, Ontario K1P 1A4, represented by Mr Gary Jessop,  partner,
        which shall act as escrow agent (the "Escrow Agent").

1.2.A   The amounts  advanced  pursuant to Article  1.2.  above shall be held in
        escrow by the Escrow Agent to be delivered to the Borrower following the
        delivery of a draw-down  notice (the  "Draw-down  Notice") in accordance
        with the  provisions  of Article 4 hereof.  The Parties agree to execute
        and  deliver  to the  Escrow  Agent an  escrow  agreement  (the  "Escrow
        Agreement") substantially in the form of Schedule 4 attached hereto.

1.3.    Subject  to the  terms and  conditions  of this  Agreement,  each of the
        Lenders  shall be  entitled  to convert  only such  amounts as have been
        drawn down from its  respective  part of the  (princi-


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        pal) amount of the Loan in accordance with Article 4 hereof,  into share
        capital of the  Borrower.  For the  avoidance of doubt,  it is expressly
        stipulated  that  amounts of the Loan held by the Escrow Agent from time
        to time shall not be entitled to be converted.

1.4.    The obligations of the Lenders under this Agreement are several. Failure
        of a Lender to carry out those  obligations  does not  relieve any other
        Lender of its obligations under this Agreement. No Lender is responsible
        for the  obligations of any other Lender under this  Agreement.  Each of
        the Lenders may advance its respective part of the (principal) amount of
        the Loan in  accordance  with Article 1.2 hereof upon  execution of this
        Agreement by such Lender,  the Borrower and Aucxis NV, even prior to the
        realisation of all of the Conditions  Precedent  stipulated in Article 3
        hereof,  irrespective  of and  notwithstanding  the fact  that the other
        Lenders do not wish to waive the  benefit of such  Conditions  Precedent
        with  respect to their  obligations  under this  Agreement.  Such waiver
        shall be personal to the Lender  proceeding  with the transfer and shall
        be  ineffective  with  respect  to the  other  Lenders.  In such  cases,
        however,  the terms and  conditions of this  Agreement  shall,  pro rata
        temporis and for the relevant period of time in which the same situation
        subsists,  apply mutatis mutandis only to such Lender(s) and only to the
        part(s) of the  (principal)  amount of the Loan  entirely  or  partially
        transferred by such Lender(s).

1.5.    The rights of the Lenders under this Agreement are several. A Lender may
        separately   enforce  such  rights.   If  any  Lender   commences  legal
        proceedings against the Borrower, it shall forthwith upon the initiation
        thereof inform the other Lenders.

ARTICLE 2. PURPOSE

The proceeds of the Loan 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) Aucxis NV 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  ("ATS"),  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.

ARTICLE 3. CONDITIONS PRECEDENT

The  obligations of the Lenders to the Borrower under this Agreement are subject
to the conditions precedent (the "Conditions Precedent") that :

3.1.    DOCUMENTS:  the  Lenders  shall  have  received,  in form and  substance
        satisfactory to them:

        (a)     A legal opinion  issued by a United  States law firm  confirming
                that  the  Borrower  is or  will be able  to  proceed  with  the
                execution and performance of this Agreement without the need for
                any   consent,   approval,   order  or   authorisation   of,  or
                registration,  declaration  or filing  with the SEC or any other
                United States governmental or official entity.


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        (b)     An official document proving beyond any doubt that the restraint
                order over the shares of ATS (the  "Restraint  Order")  has been
                lifted.

        (c)     A copy of the  relevant  folios of ATS's  share  register or any
                other document bearing indisputable proof of the exact number of
                shares  which  Aucxis  NV holds in ATS and of the  exact  amount
                thereof  which is held  free and  clear of any  pledges,  liens,
                charges or other encumbrances.

3.2.    In case any of the  Lenders  should  choose  to waive  all or any of the
        above  Conditions  Precedent,  and  should  transfer  all or part of its
        (their)  respective  part(s)  of the  (principal)  amount of the Loan in
        accordance  with Article 1.2 hereof without all of the above  Conditions
        Precedent  having  been  fulfilled,  the  terms and  conditions  of this
        Agreement  shall,  pro rata temporis and for the relevant period of time
        in which the same  situation  subsists,  apply mutatis  mutandis only to
        such Lender(s) and only to the part(s) of the (principal)  amount of the
        Loan entirely or partially transferred by such Lender(s).

ARTICLE 4. DRAW-DOWN

4.1.    The Loan shall be available for draw-down until 31 December 2002, in one
        single  tranche  or in  several  tranches  with a  minimum  value of US$
        100,000.00  (one hundred  thousand United States Dollars) or such lesser
        amount as may then be available to be drawn down, at any time  following
        the satisfaction of the Conditions Precedent and subject to the Borrower
        giving the Escrow Agent and the Lenders at least 3 (three) Business Days
        (as defined in Article 6.1 hereof) notice ("Draw-down  Notice") prior to
        the  date on which  the  Borrower  wishes  to make  the  draw-down  (the
        "Draw-down Date").

4.2.    The  Draw-down  Notice,  which  shall  be  substantially  in the form of
        Schedule 5 hereto, must provide:

        (a)     the amount to be drawn down,

        (b)     a general  description  regarding  the  prospective  use of such
                amount, and;

        (c)     the Draw-down Date.

4.3.    All  amounts  drawn  down in  accordance  with  this  Article 4 shall be
        charged  on a pro rata  basis to each  Lender's  respective  part of the
        (principal)  amount of the Loan, as a  consequence  of which each Lender
        shall be deemed to have  contributed  equally to any such amounts  drawn
        down.

4.4.    The Parties agree and acknowledge  that the Borrower  intends to make an
        initial draw-down  ("Initial  Draw-down") of US$ 125,000.00 (one hundred
        and twenty five  thousand  United  States  Dollars) upon receipt of such
        amount by the  Escrow  Agent and that the  requirement  to  deliver  the
        Draw-down  Notice at least 3 (three)  Business  Days in  advance  of the
        Draw-down Date in accordance with Article 4.1 above and the requirements
        set out in  Article  4.2.  (b) above  shall  not  apply to such  Initial
        Draw-down.


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ARTICLE 5. INTEREST

5.1.    The Loan  (irrespective as to whether it actually is drawn down from the
        Escrow  Account  or not) will  bear  interest  ("Interest")  at a rate (
        "Interest Rate") of 12,5% per annum,  which amount shall accrue until it
        is payable in accordance with Article 5.2 below.

5.2.    The  Borrower  will pay  Interest  on the basis of actual  days  elapsed
        between  the  date on which  the Loan is  advanced  to the  Borrower  in
        accordance  with Article 1.2 hereof and the  Repayment  Date (as defined
        below)  or (as the case may be) the date of its  complete  voluntary  or
        mandatory prepayment in accordance with the terms and conditions of this
        Agreement, the latter in any case to be included.

ARTICLE 6. REPAYMENT - CONVERSION

6.1.    Subject to 6.2 and 6.3  hereafter,  the Loan shall be repaid  and/or (to
        the extent not drawn)  retransferred (as the case may be) to the Lenders
        on 31 December  2002,  unless  such day is not a Business  Day, in which
        case the term  shall be  extended  to the  following  Business  Day (the
        "Repayment Date").

        For the purpose of this  Agreement,  "Business Day" means any day (other
        than a  Saturday,  a Sunday or a  statutory  holiday in the  Province of
        Ontario,  Canada) on which  banks are open for  general  business in the
        Province of Ontario, Canada.

6.2.    Subject to the terms and conditions of this Agreement, the amount of the
        Loan which has not been drawn down in accordance  with Article 4 hereof,
        shall be  retransferred by the Escrow Agent to the Lenders on a pro rata
        basis on the Repayment Date, on notice signed by each of the Lenders.

6.3.    Without  prejudice to Article 6.5. hereof,  and subject to the terms and
        conditions  of this  Agreement,  the  amount of the Loan  which has been
        drawn down in  accordance  with  Article 4 hereof,  shall be owed by the
        Borrower  to the  Lenders  on a pro  rata  basis  and be  repaid  by the
        Borrower to the Lenders on a pro rata basis on the Repayment Date.

6.4.    Subject to the terms and  conditions  of this  Agreement,  any  interest
        accrued on the Loan will be repaid by the  Borrower  to the Lenders on a
        pro rata basis on the Repayment Date or (as the case may be) the date of
        the complete voluntary or mandatory prepayment of the Loan in accordance
        with the terms and conditions of this Agreement.

6.5     At any time and at the  latest  on the last  Business  Day  prior to the
        Repayment  Date  (included),  each of the Lenders may, at its  exclusive
        option,  notify in writing the Borrower of its intention to exercise its
        conversion rights in accordance with Article 1.3 hereof.

        The conversion shall be subject to the following terms and conditions:

        (a) NEW  SHARES : the  share  capital  to  which  such  Lender  shall be
        entitled,  shall  consist  of shares  which  have been  issued  from the
        treasury  of the  Borrower  and  which  are in  every  respect  equal in
        attributes to the Borrower's then existing shares (the "Shares").

        (b) CONVERSION RATE : the issuance price of Shares shall be equal to US$
        0,01 (one United States Cent).


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        (c) TIMING : the issuance of the Shares to the relevant Lender must take
        place within a reasonable delay after the Lender has notified in writing
        the  Borrower of its  intention  to exercise  its  conversion  rights in
        accordance with Article 1.3 hereof.

        (d) TOTAL  CONVERSION : All of the amounts drawn down  applicable to the
        relevant  Lender are to be converted and following  such  conversion the
        Borrower shall have no further obligations vis-a-vis the relevant Lender
        except for the  interest  payments  due  hereunder to the Lenders by the
        Borrower.

6.6.    Article 6.5 hereof takes precedence over Article 6.3. hereof

ARTICLE 7. VOLUNTARY PREPAYMENT

7.1.    The Borrower may at any time and without any premium or penalty,  prepay
        to the  Lenders on a pro rata basis the whole or a part of the amount of
        the Loan which has been drawn down in  accordance  with Article 4 hereof
        (together  with any  Interest  accrued  thereon  up to the day of actual
        prepayment),  provided  it has given the  Lenders  no less than ten (10)
        Business  Days'  notice  in  writing  of  its  intention  to  make  such
        prepayment ("Prepayment Notice").

7.2.    Any such Prepayment Notice,  which shall be substantially in the form of
        Schedule 6 hereto, will mention:

        (a)     the amount to be prepaid (with a detailed  break-down  into Loan
                and Interest fragments), and;

        (b)     the  date  on  which  the   prepayment   will  take  place  (the
                "Prepayment Date").

7.3.    Without  prejudice  to Article 7.4 hereof,  any such  Prepayment  Notice
        shall be irrevocable and the Borrower will be bound to make a prepayment
        in accordance with its terms.

7.4     Upon receipt by the Lenders of a Prepayment  Notice in  accordance  with
        Article 7.1 and 7.2 hereof, and until the last Business Day prior to the
        Prepayment  Date  (included),  each of the Lenders may, at its exclusive
        option,  notify the Borrower of its intention to exercise its conversion
        rights in accordance with Article 1.3 hereof.

        In such cases,  the terms and conditions set forth in Article 6.5 hereof
        shall apply mutatis mutandis.

        This Article 7.4 takes precedence over Article 7.3 hereof

7.5.    The Borrower  may, at its option,  together  with a  prepayment  made in
        accordance  with this Article 7, instruct the Escrow Agent to retransfer
        to the  Lenders  on a pro rata basis the whole of the amount of the Loan
        which has not been drawn down in accordance  with Article 4 hereof.  The
        Prepayment  Notice issued in accordance with this Article 7 must contain
        a special  provision to that effect and be sent to the Escrow Agent, who
        shall  be  irrevocably  bound  to  effect  the  said  retransfer  on the
        Prepayment Date.

7.6.    No voluntary  prepayment  is  permitted  except in  accordance  with the
        express terms of this Agreement.


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ARTICLE 8. CHANGES IN CIRCUMSTANCES

8.1.    If the introduction of or change in the interpretation or application of
        any law, order, directive or regulation in any jurisdiction,  whether or
        not having the force of law but, if not,  being a directive  or official
        regulation  with which it is the practice of the involved  Lender in the
        relevant jurisdiction to comply with, increases the costs for any of the
        Lenders of giving effect to any of its  obligations as  contemplated  by
        this Agreement or for maintaining such obligations :

        (a)     the  Lender  shall  notify  the  Borrower  of the  circumstances
                leading to such increased costs; and

        (b)     the Borrower shall forthwith on demand in writing by such Lender
                pay that Lender the amount of any such  increased  cost incurred
                by it which is not  disputed  by the  Borrower,  acting  in good
                faith.

8.2.    If it becomes (or any change in the interpretation or application of any
        law, order, directive or regulation,  whether or not having the force of
        law but, if not, being a directive or official  regulation with which it
        is the practice of the involved Lender to comply with, makes it apparent
        that it is)  unlawful in any  relevant  jurisdiction  or contrary to any
        official  regulation for any of the Lenders to give effect to any of its
        obligations  as  contemplated  by this  Agreement  or to  maintain  such
        obligations :

        (a)     the Lender shall notify the Borrower and the Escrow Agent of the
                circumstances   leading  to  such   unlawfulness   ("Notice   of
                Unlawfulness"),  which  notification shall need to be documented
                by a legal opinion setting out such circumstances in detail;

        (b)     Without  prejudice  to article 8.3 hereof,  the  Borrower  shall
                forthwith on demand by such Lender repay to such Lender  without
                any  penalty  such  amounts  as have  been  drawn  down from its
                respective  part  of  the  (principal)  amount  of the  Loan  in
                accordance  with  Article 4 hereof,  together  with any interest
                accrued thereon;

        (c)     The  Escrow  Agent  shall  forthwith  on demand  by such  Lender
                retransfer  to such Lender  without any penalty  such amounts as
                have  not  been  drawn  down  from  its  respective  part of the
                (principal)  amount  of the Loan in  accordance  with  Article 4
                hereof; and

        (d)     such Lender's  obligations  to the Borrower under this Agreement
                shall cease upon  receipt of all amounts  payable to it pursuant
                to paragraph (b) and (c) above.

8.3.    Upon receipt by the Borrower of a Notice of  Unlawfulness  in accordance
        with Article 8.2 paragraph (a) hereof,  the relevant  Lender may, at its
        exclusive  option,  notify the Borrower of its intention to exercise its
        conversion rights in accordance with Article 1.3 hereof.

        In such cases,  the terms and conditions set forth in Article 6.5 hereof
        shall apply mutatis mutandis.

        This Article 8.3 takes precedence over Article 8.2 paragraph (b) hereof.

ARTICLE 9. REPRESENTATIONS AND WARRANTIES OF THE BORROWER

The Borrower represents and warrants as follows:


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9.1.    STATUS : It is a company,  duly  incorporated and validly existing under
        the laws of the jurisdiction of its incorporation, with the power to own
        its assets and carry on its  business as it is being  conducted,  and no
        administrator,   receiver,  liquidator  or  similar  official  has  been
        appointed  with  respect to it or any of its assets and no  petition  or
        proceeding for such an appointment is pending.

9.2.    POWERS AND  AUTHORITY : It has the  requisite  corporate  power to enter
        into  and  perform  this  Agreement  and the  transactions  contemplated
        therein. The execution and performance by the Borrower of this Agreement
        and of the transactions  contemplated  therein,  has been or will be (as
        the case may be) duly  authorised  by all  necessary  corporate or other
        actions on its part.

9.3.    LEGAL VALIDITY : This  Agreement  constitutes  legal,  valid and binding
        obligations, enforceable against it in accordance with its terms, except
        as may be limited by bankruptcy, insolvency, reorganisation,  moratorium
        or other similar laws affecting the enforcement of creditors'  rights in
        general.

9.4.    NO  CONFLICT  :  The  entry  into  and  performance  by it of,  and  the
        transactions contemplated by, this Agreement do not and will not:

        (a)     conflict with any law or judicial or official  regulation of the
                United States of America which is applicable to it; or

        (b)     conflict with its constitutional documents; or

        (c)     except for the Restraint  Order and a pledge  agreement  entered
                into  with  the  former  shareholders  of ATS (the  "SCS  Pledge
                Agreement"),  conflict  in any  respect  with any  agreement  or
                document  which is binding  upon it or any of its assets in such
                manner  or to such an extent as would  have a  material  adverse
                effect  on its  ability  to  perform  its  material  obligations
                pursuant  to or in  connection  with  this  Agreement,  or  more
                generally  on  its  business,   assets,  financial  and  trading
                condition; or

        (d)     except for the  Restraint  Order and the SCS  Pledge  Agreement,
                conflict in any respect with any agreement or document  which is
                binding  upon it or any of its assets in such  manner or to such
                an  extent  as  would  have a  material  adverse  effect  on the
                Lenders'  rights and remedies  pursuant to or in connection with
                this Agreement; or

        (e)     conflict in any respect with any agreement or document  which is
                binding  upon it or any of its assets in such  manner or to such
                an extent as would result in any liability on the part of any of
                the Lenders to any third  party by reason of any such  conflict,
                nor  will  it  result  in a  requirement  for  the  creation  or
                imposition  of any  encumbrances  over any such asset other than
                pursuant to or in connection with this Agreement.

9.5.    NO DEFAULT : No event has occurred and is continuing which constitutes a
        default  under or in  respect  of any  agreement  or  document  which is
        binding on it or any of its assets in such a manner or to such an extent
        as to have a material  adverse  effect as  described  in Article 9.4 sub
        paragraph (c) and (d).

9.6     AUTHORISATIONS :

        (a)     No   consent,   approval,   order  or   authorisation   of,   or
                registration, declaration or filing with any governmental entity
                of the jurisdiction of its incorporation,  creditor or debtor or
                any other  interested  party, is required to be obtained or made
                in  connection  with  the  entry  into and  performance  of this
                Agreement; and


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        (b)     All  consents,   approvals,  orders  or  authorisations  of,  or
                registrations,  declarations  or filings  with any  governmental
                entity  of the  jurisdiction  of  its  incorporation  which  are
                required  for the  carrying  on of the  Borrower's  business  as
                conducted on the date hereof have been  obtained or effected (as
                appropriate) and are in full force and effect save to the extent
                that the  absence of such  authorisations  does not have or will
                not have a material  adverse  effect as described in Article 9.4
                sub paragraphs (c) and (d).

        (c)     All  consents,   approvals,  orders  or  authorisations  of,  or
                registrations,  declarations or filings with any governmental or
                other entity of the jurisdiction of its incorporation or (at the
                Federal  level) of the United States of America  (including  but
                not  limited  to  the  United  States  Securities  and  Exchange
                Commission)   which  are   required  in   connection   with  the
                transactions contemplated by this Agreement have been or will be
                (as the case may be) obtained or done by it.

9.7     ACCOUNTS : Its accounts over the last two accounting  years prior to the
        entry into force of this  Agreement  were prepared (save as described in
        notes to or  accompanying  those accounts) in accordance with accounting
        principles generally accepted in the United States of America (GAAP) and
        in  accordance  therewith  present a true and fair view of its financial
        condition  as at the date to  which  they  were  drawn up and it has not
        incurred any material undisclosed liabilities.

9.8     BUSINESS : There has been no material  adverse  change in its  business,
        assets  or  financial  condition  since  the  end  of its  last  audited
        financial year prior to the date of this  Agreement  which have not been
        publicly disclosed.

9.9     LITIGATION AND GENERAL LIABILITIES :

        (a)     Except as listed in Schedule 1 to this agreement, no litigation,
                arbitration,   administrative  or  regulatory   proceedings  are
                current or, to its knowledge,  pending or threatened, in respect
                of itself or any of its subsidiaries which are reasonably likely
                to be adversely determined to it or to such subsidiary and which
                would,  if so  determined,  have a  material  adverse  effect as
                described in Article 9.4 sub paragraphs (c) and (d).

        (b)     Except as  listed  in  Schedule  1 to this  Agreement,  no other
                liabilities   exist  with  respect  to  itself  or  any  of  its
                subsidiaries   which  are  reasonably  likely  to  be  adversely
                determined to it or to such  subsidiary  and which would,  if so
                determined,  have a  material  adverse  effect as  described  in
                Article 9.4 sub paragraphs (c) and (d).

9.10    TAX LIABILITIES :

        (a)     No claims are being  asserted  against it with  respect to taxes
                which are reasonably likely to be determined adversely to it and
                which, if so adversely determined, would have a material adverse
                effect as described in Article 9.4 sub paragraphs (c) and (d).

        (b)     It is not  materially  overdue in the filing of any tax  returns
                required to be filed by it and it has paid all taxes shown to be
                due on any tax  returns  required  to be  filed  by it or on any
                assessments made against it,  non-payment or a claim for payment
                of which would have a material  adverse  effect as  described in
                Article 9.4 sub paragraphs (c) and (d).

9.11    DOCUMENTS : The  documents  delivered  to, or to be delivered to (as the
        case may be),  the Lenders by or on behalf of it pursuant to Article 3.1
        are genuine and in the case of copy  documents,  are true,  complete and
        accurate  copies in all material  respects,  of originals which have not
        been amended, varied, supplemented or superseded in any way.


                                       10
<PAGE>

9.12    FREE OWNERSHIP OF ASSETS :

        (a)     It has sufficient  title to or valid leases or licences of or is
                otherwise  entitled  to use all  material  assets  necessary  to
                conduct its  business as  conducted by it as at the date of this
                Agreement.

        (b)     No encumbrance  exists over the whole or any part of its present
                or future business assets or undertaking except for encumbrances
                listed sub Schedule 2 to this Agreement.

9.13    SHARES : It has duly  authorized  and reserved for issuance a sufficient
        number  of  Shares in order to  enable  it to  perform  its  obligations
        pursuant to Article 1.3 and 6.5 hereof.

9.14    ACCURACY : Nothing has occurred or come to its notice which  renders any
        of  the  factual  information,  expressions  of  opinion  or  intention,
        projections or conclusions  contained in the above  representations  and
        warranties inaccurate or misleading in any material way.

9.15    TIMES  FOR   MAKING   REPRESENTATIONS   AND   WARRANTIES   :  The  above
        representations and warranties are made on the date hereof.

ARTICLE 9A REPRESENTATIONS AND WARRANTIES OF THE LENDERS

Each of the Lenders individually represents and warrants as follows:

9A.1.   NON-US  PERSONS : each of the Lenders is neither a United  States Person
        (as defined in Rule 902(o) of Regulation S promulgated  under the United
        States  Securities  Act of 1933 - the "1933 Act") nor advancing the Loan
        for the  account  of a United  States  Person or for  resale to a United
        States  Person  or to a person  in the  United  States,  and each of the
        Lenders  confirms  that the Loan has not been  offered to the Lenders in
        the United  States and that this  Agreement  has not been  signed in the
        United States and each of the Lenders  acknowledges  and agrees that the
        Shares to be obtained  pursuant to the exercise of the conversion rights
        in  accordance  with  Article  1.3 hereof  have not been and will not be
        registered  under  the  1933  Act  and  may  not be  offered  or sold or
        re-offered  or re-sold in the United States or to a United States Person
        without  registration  under  the  1933 Act  unless  an  exemption  from
        registration is available or the transaction complies with Regulation S.

9A.2.   LEGAL VALIDITY : This  Agreement  constitutes  legal,  valid and binding
        obligations,  enforceable against each of the Lenders in accordance with
        its  terms,  except  as  may  be  limited  by  bankruptcy,   insolvency,
        reorganisation,   moratorium  or  other   similar  laws   affecting  the
        enforcement of creditors' rights in general.

ARTICLE 10. UNDERTAKINGS OF THE BORROWER

10.1.   DURATION : The  undertakings  in this  Article 10 shall  remain in force
        from the date hereof for so long as any amount is or may be  outstanding
        under this Agreement.

10.2.   FINANCIAL INFORMATION : The Borrower undertakes to submit to the Lenders
        any useful public information concerning its financial situation, and in
        particular it undertakes to submit the following documents:


                                       11
<PAGE>

        a.      annually,  and as soon as these documents shall become available
                (in any event at the latest six months  after the closing of the
                Borrower's  financial year): the draft annual report, the annual
                accounts and the report of its statutory auditor if one has been
                appointed in accordance  with the applicable  legal  provisions,
                and the  forecasts,  budgets and  investment  programmes for the
                next financial year (if any);

        b.      bi-annually,  and  as  soon  as  these  documents  shall  become
                available  (in any event at the  latest 60 days after the end of
                the applicable six month period):  an interim  balance sheet and
                profit and loss statement for the period ended;

        c.      every three months,  and as soon as these documents shall become
                available  (and in any event at the latest 30 days after the end
                of each three month  period):  a  provisional  balance sheet and
                profit and loss statement;

10.3.   NOTICES : The Borrower undertakes to furnish or procure that there shall
        be furnished to the Lenders, the following documents :

        (a)     promptly,   documents   despatched   by  the   Borrower  to  its
                shareholders  pursuant  to  a  requirement  of  law  or  binding
                regulation  in  their  capacity  as  such  or to  its  creditors
                generally (in their capacity as creditors);

        (b)     promptly  after the same are  instituted  or, to its  knowledge,
                threatened,   details   of  any   litigation,   arbitration   or
                administrative  proceedings  involving  the  Borrower  which  if
                adversely  determined  would have a material  adverse  effect as
                described in Article 9.4 sub  paragraphs (c) and (d) or which if
                adversely determined, would result or would be reasonably likely
                to result in actual  liability in excess of US$  250,000.00  two
                hundred  and  fifty  thousand  United  States  Dollars),  or the
                equivalent in other currencies;

        (c)     promptly,  such  further  information  regarding  its  financial
                condition,  business  and assets as the Lenders  may  reasonably
                request  from time to time  provided  that such  information  is
                readily available,  relevant to the interests of the Lenders and
                kept confidential by them;

        (d)     promptly, written details of any default as set forth in Article
                9.5 of this  Agreement,  forthwith  upon  becoming  aware of the
                same,  and of all remedial  steps being taken and proposed to be
                taken in respect of such Default;

        (e)     promptly,  details of any material breach of its  constitutional
                documents by any party thereto of which it is aware;

        (f)     promptly  upon having been  informed  thereof,  any  information
                regarding facts or occurrences  which can reasonably be believed
                to have a material  adverse  effect as  described in Article 9.4
                sub paragraphs (c) and (d).

10.4.   MATERIAL  DISPOSALS  : The  Borrower  undertakes  not to  proceed to any
        disposal of a material number of its shares, its assets, undertakings or
        business  activities  in such a manner as might have a material  adverse
        effect as  described in Article 9.4 sub  paragraphs  (c) and (d) without
        providing  the Lenders  with at least  twenty (20)  Business  Days prior
        notice. However, the Borrower shall be entitled to dispose of its shares
        in Aucxis Limited,  an Australian company with its registered offices at
        152-158 St.  George's  Terrace,  Level 18 Central Park,  Perth,  Western
        Australia, Australia, in which it holds a property interest, without the
        need to provide  the  Lenders  with such prior  notice and  without  any
        further consent of the Lenders.


                                       12
<PAGE>

10.5.   PARI PASSU  RANKING : Without  prejudice  to the  Pledge,  the  Borrower
        undertakes  that  its  obligations  under  this  Agreement  will  at all
        relevant times rank at least pari passu in right and priority of payment
        and in point of security with all its other present and future unsecured
        and unsubordinated obligations,  with the exception of obligations which
        have priority by operation of law.

10.6.   ACCESS : At  reasonable  times  and upon  reasonable  notice,  where the
        Lenders (or any of them) reasonably  suspect(s) that an Event of Default
        may have occurred and after reasonable  attempts to remedy such Event of
        Default (if remediable),  the Borrower will procure that any one or more
        representatives  of such Lender(s)  (accountants  or other  professional
        advisers  reasonably  appointed)  be allowed (at such  Lender's risk and
        expense  if in fact no Event of Default  has  occurred)  to have  access
        during normal business hours to the Borrower's assets, books and records
        and to inspect  and copy the same,  in each case to the extent  that the
        Lender (acting  reasonably)  considers them to be relevant to that Event
        of Default.

10.7.   AUTHORISATIONS : The Borrower  undertakes to promptly renew from time to
        time and maintain in full force and effect, and if so requested promptly
        furnish  certified  copies to the  Lenders  of all such  authorisations,
        approvals,  consents,  licences and  exemptions as may be required under
        any applicable law or regulation:

        a.      to enable it to perform its obligations  under this  Agreements,
                or;

        b.      for the validity or enforceability of this Agreement, or;

        c.      to carry on its business as it is being  conducted  from time to
                time  where  failure  to  obtain,  renew  or  maintain  any such
                authorisation,   approval,  consent,  licence  or  exemption  or
                non-compliance  with the terms of the same would have a material
                adverse  effect as described in Article 9.4 sub  paragraphs  (c)
                and (d) hereof.

10.8.   COMPLIANCE WITH LAWS : The Borrower undertakes to comply in all material
        respects with all applicable  laws and  regulations of any  governmental
        authority,  whether domestic or foreign having  jurisdiction  over it or
        any of its  assets,  where  failure  to  comply  with any  such  laws or
        regulations would have a material adverse effect as described in Article
        9.4 sub paragraphs (c) and (d) hereof.

10.9.   TAXES : The Borrower  undertakes  to pay all taxes due and payable by it
        or prior to the accrual of any material fine or penalty for late payment
        (save to the extent that payment of the same is being  contested in good
        faith and adequate reserves are being maintained with respect thereto);

10.10.  CHANGE OF  BUSINESS : Except for the  potential  merger with AMI and any
        changes  made in the course or as a  consequence  thereof,  the Borrower
        undertakes  that no  material  change is made to the  general  nature or
        scope  of its  business  from  that  carried  on at  the  date  of  this
        Agreement.

10.11.  ARM'S LENGTH : Save for the  avoidance of doubt for this  Agreement  and
        the  Pledge,  the  Borrower  undertakes  not to enter into any  material
        transaction  otherwise than on arm's-length terms in the ordinary course
        of business.

10.12.  PROPER  CONDUCT OF BUSINESS : The  Borrower  undertakes  to carry on and
        conduct  its  business   properly  and  will  refrain  from  any  action
        (including any omission)  which might have a material  adverse effect as
        described in Article 9.4 sub paragraphs (c) and (d).


                                       13
<PAGE>

ARTICLE 11. DEFAULT - ACCELARATION - MANDATORY PREPAYMENT

11.1.   EVENTS OF DEFAULT : Each of the events set out in this  Article  11.1 is
        an "Event of Default"  (whether  or not caused by any reason  whatsoever
        outside the control of the Borrower or any other person):

        (a)     NON-PAYMENT : The Borrower fails to pay on the relevant due date
                any amount due by it under this Agreement.

        (b)     MISREPRESENTATION  :  Provided  that  the  same  has a  material
                adverse  effect as described in Article 9.4 sub  paragraphs  (c)
                and (d), a  representation,  warranty or statement made under or
                in connection  with this  Agreement  (and more in particular but
                not limited to Article 9 thereof) is  incorrect  in any material
                respect when made, and, if the circumstance  giving rise to such
                misrepresentation  is  capable  of remedy  within  such  period,
                within 20  Business  Days after the  receipt by the  Borrower of
                written  notice  from the  Lenders  (or any of  them)  requiring
                remedy,   the   Borrower   shall  have  failed  to  remedy  such
                circumstance.

        (c)     BREACH OF OBLIGATIONS : The Borrower breaches or fails to comply
                with any of its other obligations under this Agreement (and more
                in  particular  but not limited to the issuance of the Shares as
                set forth  Article  6.5  hereof and the  Undertakings  listed in
                Article 10  thereof),  and, if the  circumstance  giving rise to
                such breach or failure is capable of remedy  within such period,
                within 20  Business  Days after the  receipt by the  Borrower of
                written  notice  from the  Lenders  (or any of  them)  requiring
                remedy,   the   Borrower   shall  have  failed  to  remedy  such
                circumstance.

        (d)     INSOLVENCY  :  The  Borrower   becomes  subject  to  bankruptcy,
                judicial composition,  insolvency, receivership or other similar
                proceedings.

        (e)     LITIGATION  : There  shall  occur any  litigation,  arbitration,
                administrative or regulatory proceedings:

                    o    against  the  Lenders  (or any of them) or against  the
                         Borrower and the Lenders (or any of them), with respect
                         to   this   Agreement   or  any  of  the   transactions
                         contemplated therein,  which is reasonably likely to be
                         adversely determined to it or them (as the case may be)
                         and which  would,  if so  determined,  have a  material
                         adverse   effect  as   described  in  Article  9.4  sub
                         paragraphs (c) and (d); or

                    o    against the Borrower  which is reasonably  likely to be
                         adversely  determined  to it  and  which  would,  if so
                         determined, have a material adverse effect as described
                         in Article 9.4 sub paragraphs (c) and (d).

        (f)     FILINGS : The Borrower fails to make a filing or fails to obtain
                an approval as set forth in Article 9.6 (c) hereof, if any.

11.2.   ACCELERATION AND MANDATORY  PREPAYMENT : Save for restrictions  possibly
        resulting from an application of article 28 of the Judicial  Composition
        Act of 17 July 1997,  the  Lenders  (or any of them) may,  on and at any
        time after the  occurrence of an Event of Default,  by written notice to
        the Borrower and the Escrow Agent (a "Notice of Default"):

        (a)     declare that an Event of Default has occurred; and/or

        (b)     without prejudice to Article 11.3.  hereof,  declare that all or
                part of such amounts as have been drawn down from its respective
                part of the  (principal)  amount of the Loan in accor-


                                       14
<PAGE>

                dance with Article 4 hereof,  together with any interest accrued
                thereon,  and all other amounts  accrued under this Agreement be
                payable on demand,  whereupon  they shall become payable on such
                demand; and/or

        (c)     without  prejudice to Article 11.3.  hereof , demand that all or
                part of such amounts as have been drawn down from its respective
                part of the  (principal)  amount of the Loan in accordance  with
                Article 4 hereof,  together with any interest  accrued  thereon,
                and  all  other  amounts   accrued   under  this   Agreement  be
                immediately  due  and  payable,   whereupon  they  shall  become
                immediately due and payable.

11.3    Upon receipt by the Borrower of a Notice of Default in  accordance  with
        Article  11.2.  hereof,  each of the Lenders may, at any time and at its
        exclusive  option,  notify the Borrower of its intention to exercise its
        conversion rights in accordance with Article 1.3 hereof.

        In such cases,  the terms and conditions set forth in Article 6.5 hereof
        shall apply mutatis mutandis.

        This Article 11.3 takes precedence over Article 11.2 hereof.

11.4.   Upon  receipt by the Escrow  Agent of a Notice of Default in  accordance
        with  Article  11.2.  hereof,  each of the  Lenders  may demand that the
        Escrow  Agent  forthwith  on demand by such Lender  retransfers  to such
        Lender such amounts as have not been drawn down from its respective part
        of the  (principal)  amount  of the Loan in  accordance  with  Article 4
        hereof.

ARTICLE 12. PAYMENTS

12.1.   All payments to be made by the  Borrower  under this  Agreement  will be
        made in United  States  Dollars  on the  relevant  due date for  payment
        thereof to such account or accounts as the Lenders,  acting jointly, may
        from time to time notify to the Borrower.  Payment to such account shall
        constitute  a valid  payment by the  Borrower to all Lenders  under this
        Agreement,  applied in and towards payment of the Borrower's outstanding
        debt to each of the Lenders on a pro rata basis.

12.2.   All amounts  paid by the  Borrower to the Lenders  under this  Agreement
        will, in first order, be accounted for as a payment of interests due and
        payable at such time under this  Agreement  and, in second  order,  as a
        payment of principal due and payable at such time under this Agreement.

12.3.   All payments by the Borrower under this Agreement shall be made free and
        clear of any charge,  deduction or withholding  for or on account of any
        tax, levy, impost,  duty or other charge,  deduction or withholding of a
        similar  nature,  including  any  related  penalty or  interest  (a "Tax
        Deduction")

        If  however  a Tax  Deduction  is  required  by  law to be  made  by the
        Borrower,  it will pay such  additional  amount as may be  necessary  to
        ensure  that the Lenders  receive a net amount  equal to the full amount
        which they would have received had payment not been made subject to such
        Tax Deduction.


                                       15
<PAGE>

ARTICLE 13. SECURITY

Solely as security for the due  performance  by the Borrower of its  obligations
under this Agreement, Aucxis NV agrees to grant a pledge (the "Pledge") over the
shares  which it holds in the  share  capital  of ATS,  and for the  purpose  of
granting the Pledge agrees to enter into a pledge agreement substantially in the
form of Schedule 3 to this Agreement (the "Pledge Agreement").

ARTICLE 14. HEADINGS

The headings to the Articles of this Agreement are inserted for convenience only
and shall not affect the construction of this Agreement.

ARTICLE 15. COSTS

15.1    GENERAL : Without  prejudice to Article  15.2  hereof,  each Party shall
        bear  its  own  costs  incurred  in  the   negotiation,   execution  and
        performance of this Agreement.

15.2.   ARRANGEMENT FEE : The First Lender shall bear the costs  relating to all
        legal documentation required to be drawn up pursuant to or in connection
        with this Agreement and the Pledge Agreement (both included). In return,
        the First Lender shall be paid an Arrangement Fee in the form of 250.000
        (two  hundred and fifty  thousand)  new shares in the  Borrower's  share
        capital,  to be issued to it  immediately  upon or as soon as reasonably
        possible after execution of this Agreement, the Pledge Agreement and the
        Escrow Agreement by all of the Lenders.

ARTICLE 16. ASSIGNMENT

No Party  shall be  entitled  to assign any rights  hereunder  or  transfer  any
interest  herein to any other person  without the prior  written  consent of the
other Parties, except for the assignment of all rights and obligations hereunder
by a Party to any of its affiliated persons ("verbonden personen").

ARTICLE 17. FAILURE TO EXERCISE - WAIVER

17.1.   The failure by a Party to enforce at any time any of the  provisions  of
        this Agreement or to require at any time performance by another Party of
        any such  provision,  shall in no way, be  construed as a waiver of such
        provisions,  nor shall such  failure in any way affect the  validity  of
        this  Agreement  or any part  thereof,  or the  right  of such  Party to
        subsequently enforce each and every provision thereof.

17.2.   No waiver,  modification  or amendment of any of the  provisions of this
        Agreement shall be binding, unless it is in writing and signed by a duly
        authorised representative of the Party to be bound thereby.


                                       16
<PAGE>

ARTICLE 18. PARTIAL INVALIDITY

If any provision of this Agreement becomes invalid,  illegal or unenforceable in
any respect  under any law,  the  validity,  legality or  enforceability  of the
remaining provisions shall not in any way be affected or impaired. Such invalid,
illegal or unenforceable  provision will then, by a mutual agreement between the
Parties,  be  replaced  by such a  provision  as best  reflects  the purpose and
contents of the invalid, illegal or unenforceable provision.

ARTICLE 19. NOTICES

Any notice to be given pursuant to this Agreement shall be deemed effective :

19.1    if sent by registered mail at the respective address as set forth in the
        preamble to this Agreement (or, in the case of the Escrow Agent,  as set
        forth in Article 1.2 hereof),  or at such other address as may from time
        to time be notified in accordance  herewith,  on the date on which it is
        sent or;

19.2    if sent by facsimile  transmission to the numbers set forth  hereinafter
        or to such  other  number  as may  from  time to  time  be  notified  in
        accordance  herewith,   immediately  upon  issuance  of  an  affirmative
        delivery  report  by the  facsimile  machine  which was used to send the
        notice:

        (a)     if to the  Borrower : +1 416 214 0585  (attn.  Mr Denis  Petke),
                with a copy to the Escrow Agent;

        (b)     if to the First Lender : +32 2 546 04 11 (attn.  Mr Bart Sonck),
                with a copy to the Escrow Agent;

        (c)     if to the Second  Lender : +44 1622  844361  (attn.  Mr Nicholas
                Saphir), with a copy to the Escrow Agent;

        (d)     if to the Third Lender : +441481  712686 (attn.  Mssrs Nick Moss
                or Vince Aylaward), with a copy to the Escrow Agent ;

        (e)     if to the Fourth  Lender  :+33 1 5326  0001,  with a copy to the
                Escrow Agent;

        (f)     if to the Escrow Agent : +1 613 788 2247 (attn. Mr Gary Jessop);

        (g)     if to  Aucxis  NV : +32 3 779 99 89 , with a copy to the  Escrow
                Agent.

ARTICLE 20. ENTIRE AGREEMENT

This Agreement sets out the entire agreement and understanding of the Parties in
connection with the Loan and supersedes all prior agreements and understandings,
both written and oral,  among the Parties,  or between any of them, with respect
to the subject matter hereof.


                                       17
<PAGE>

ARTICLE 21. CONFIDENTIALITY

Each of the  Parties  shall  keep any  information  provided  to it  under  this
Agreement as well as the precise terms and conditions and subject matter of this
Agreement strictly confidential and, more generally,  hold the negotiations with
respect to the subject matter hereof in strict confidence,  except to the extent
that disclosure  shall be required by law or court or  governmental  order or to
obtain  any  consent  required  thereby.  In  such  event,  to the  extent  that
disclosure  shall be required,  the Party concerned shall consult with the other
Parties regarding such disclosure reasonably in advance thereof.

ARTICLE 22. FACSIMILE SIGNATURES

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

ARTICLE 23. GOVERNING LAW

This  Agreement is governed by, and shall be construed in accordance  with,  the
laws of the Kingdom of Belgium.

ARTICLE 24. JURISDICTION

Each  Party  hereby  irrevocably  submits  all  disputes  arising  out  of or in
connection  with this Agreement to the exclusive  jurisdiction  of the Courts of
Brussels, Belgium.

[Signatory page follows]


                                       18
<PAGE>

AGREED ON 2 APRIL 2002 AND EXECUTED IN SIX (6) ORIGINALS ON THE DATES  INDICATED
HEREINAFTER, EACH OF THE PARTIES ACKNOWLEDGING HAVING RECEIVED ONE ORIGINAL.

THE BORROWER               :

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

         Signature         :.................................
         Name              : Dennis Petke
         Capacity          : Chief Financial Officer

THE FIRST LENDER           :

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

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

THE SECOND LENDER          :

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

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

THE THIRD LENDER           :

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

         Signature         :.................................
         Name              :.................................

         Capacity          : Director

THE FOURTH LENDER          :

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

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

AUCXIS NV                  :


                                       19
<PAGE>

                           :.................................

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

SCHEDULE 1 : LITIGATION AND GENERAL LIABILITIES
--------------------------------------------------------------------------------

PART 1 : LITIGATION
-------------------

1.      Default  judgement  against the  Borrower in the County Court of Dallas,
        Texas,  by Brian Melton in the amount of US$ 21,948.15 plus interest and
        cost in the amount of US $3,853.42.

2.      A claim  has  been  made by a third  party  claiming  that a loan in the
        amount of US$  700,000  was not paid back by the  Borrower  in  January,
        2000.  The Borrower's  records  indicate that such loan amounts has been
        paid. No formal action has yet been launched against the Borrower.

PART 2 : GENERAL LIABILITIES
----------------------------

Those liabilities as set out in the financial  statements of the Borrower and/or
which the Borrower has publicly disclosed.

SCHEDULE 2 : ENCUMBRANCES OVER THE BORROWER'S ASSETS AND ENTERPRISE
--------------------------------------------------------------------------------

The SCS Pledge  Agreement,  the Restraint Order and security interest granted to
suppliers of equipment to the Borrower. In addition, any security granted by ATS
over its assets and business in favour of its banker and/or suppliers.

SCHEDULE 3 : PLEDGE AGREEMENT
--------------------------------------------------------------------------------

                             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"


                                       20
<PAGE>

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".

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

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


                                       21
<PAGE>

        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.

        "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.


                                       22
<PAGE>

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

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

ARTICLE 3 : THE PLEDGED ASSETS

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

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

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

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

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

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

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

        With respect to the further 336 of the Present  Shares (i.e.  N(degree)s
        49 to  384(included)),  the Pledge shall take effect  immediately on the
        execution hereof and, for as long as the Schelfhout  Pledge is in place,
        rank  immediately  after and subject to the Schelfhout  Pledge,  without
        prejudice to any rights which might be derived from the restraint  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.


                                       23
<PAGE>

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;

        (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;


                                       24
<PAGE>

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

4.2     the Pledgor undertakes as follows :

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

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

ARTICLE 5 : SCOPE OF THE PLEDGE

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

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

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

ARTICLE 6 : RIGHTS ATTACHING TO THE SHARES

6.1      Voting rights

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

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

6.2     Dividend rights and other returns


                                       25
<PAGE>

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

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

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

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

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

ARTICLE 7 : DISCHARGE OF THE PLEDGE

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

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

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

ARTICLE 8 : DUTIES OF THE PLEDGEES

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


                                       26
<PAGE>

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.

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 onnection with this  Agreement  shall be subject to
        the exclusive jurisdiction of the Courts of


                                       27
<PAGE>

        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)


                                       28
<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         :.....................................


                                       29
<PAGE>

         Name              :.....................................

         Capacity          : Director

THE FOURTH PLEDGEE :

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

         Signature         :.....................................

         Name              :  Jean-Jacques Mennillo

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);


                                       30
<PAGE>

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

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

Executed on 2 April 2002.

The Pledgor *:                                  The Attorney

SCHEDULE 4 : ESCROW AGREEMENT
--------------------------------------------------------------------------------

                                ESCROW AGREEMENT
                                ----------------

                 THIS AGREEMENT dated the 2nd day of April, 2002

                                   A M O N G:

                                  AUCXIS CORP.

                             (hereinafter "AUCXIS")

                                     - and -

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


                                       31
<PAGE>

                          ABN AMRO CAPITAL (BELGIUM) NV

                               (hereinafter "ABN")

                                     - and -

                           BODIN SAPHIR PENSION SCHEME

                              (hereinafter "BODIN")

                                     - and -

                             MAGNUM TECHNOLOGY LTD.

                             (hereinafter "MAGNUM")

                                     - and -

                                  J.J. MENNILLO

                              (hereinafter "J.J.")

                                     - and -

                          BLAKE, CASSELS & GRAYDON LLP

                             (hereinafter "BLAKES")


                                       32
<PAGE>

WHEREAS:

A. ABN, Bodin,  Magnum and J.J. shall  sometimes  collectively be referred to as
the "Lenders";

B.  Aucxis,  the Lenders and Aucxis NV entered  into a  convertible  bridge loan
agreement  dated  April  2nd 2002  (the  "MAIN  AGREEMENT"),  a copy of which is
attached as Schedule "A" hereto,  pursuant to which each of ABN,  Bodin,  Magnum
and J.J.  agreed  to make  available  to  Aucxis  by way of loan the  amount  of
U.S.$125,000,  representing  an  aggregate  loan by the  Lenders  to  Aucxis  of
U.S.$500,000;

C.  Aucxis and the  Lenders  desire to place the said loans (up to an  aggregate
amount of U.S.$500,000 (the "DEPOSIT")) in escrow with Blakes; and

D.  Blakes is willing to hold the  Deposit in escrow on behalf of Aucxis and the
Lenders subject to the terms and conditions of this Agreement.

NOW  THEREFORE  in  consideration  of the sum of $10 and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:

1.  DEPOSIT  AND  INTEREST.  The  Deposit  shall be held in escrow by Blakes and
deposited in a trust account with the Canadian Imperial Bank of Commerce. If any
interest is earned on the Deposit  ("INTEREST")  which is credited to such trust
account,  the  Interest  shall at all times be held by Blakes for the benefit of
Aucxis.  Blakes  makes no  representation  as to the  yield  available  upon the
Deposit, shall bear no liability for any failure to achieve the maximum possible
yield from the Deposit and shall not be responsible  for any failure of Canadian
Imperial Bank of Commerce.  The party receiving interest, if any, on the Deposit
shall pay all income and other taxes applicable thereto or exigible thereon.

2. DISPOSITION OF DEPOSIT.  Blakes is hereby irrevocably authorized and directed
to pay the Deposit  and  Interest,  if any, in one single  tranche or in several
tranches as follows:

(a) Upon  receipt  of a written  direction  signed by  Aucxis,  Blakes is hereby
irrevocably  authorized and directed to pay the Interest in accordance with such
written direction;

(b) Upon receipt of a written  Draw-down  Notice (as such term is defined in the
Main Agreement)  substantially  in the form of Schedule 5 to the Main Agreement,
signed by Aucxis,  Blakes is hereby  irrevocably  authorized and directed to pay
the Deposit in accordance with such Draw-down Notice;

(c) Upon receipt of a written  Prepayment Notice (as such term is defined in the
Main Agreement)  substantially  in the form of Schedule 6 to the Main Agreement,
signed by Aucxis,  Blakes is hereby  irrevocably  authorized and directed to pay
the Deposit in accordance with such Prepayment Notice;

(d) Upon receipt of a written Notice of Unlawfulness (as such term is defined in
the Main Agreement) signed by any of ABN, Bodin, Magnum or J.J. and receipt of a
direction  executed by Aucxis  confirming  that Aucxis does not  challenge  such
Notice of Unlawfulness,  Blakes is hereby irrevocably authorized and directed to
pay  to  ABN,  Bodin,  Magnum  or  J.J.,  in  accordance  with  such  Notice  of
Unlawfulness,  their  pro-rata  shares of the Deposit,  based on the amount that
each  Lender


                                       33
<PAGE>

paid to Blakes on account of the Deposit, or of the remaining portion thereof as
of the date of the receipt by Blakes of the Notice of  Unlawfulness in the event
a portion of the Deposit has previously  been released  pursuant to the terms of
this Agreement, which amount shall not include Interest;

(e) Upon receipt of a written  Notice of Default (as such term is defined in the
Main  Agreement)  signed by any of ABN,  Bodin,  Magnum or J.J. and receipt of a
direction  executed by Aucxis  confirming  that Aucxis does not  challenge  such
Notice of Default,  Blakes is hereby irrevocably  authorized and directed to pay
to ABN, Bodin, Magnum or J.J., in accordance with such Notice of Default,  their
pro-rata  share of the  Deposit,  based on the amount  that each  Lender paid to
Blakes on account of the Deposit,  or of the remaining portion thereof as of the
date of the receipt by Blakes of the Notice of Default in the event a portion of
the  Deposit  has  previously  been  released  pursuant  to the  terms  of  this
Agreement, which amount shall not include Interest; and

(f) on or following December 31, 2002, Blakes is hereby  irrevocably  authorized
and directed to pay the Deposit, or any remaining portion thereof in the event a
portion of the Deposit has  previously  been  released  pursuant to the terms of
this Agreement,  which amount shall not include Interest,  upon the receipt of a
written  direction  from  the  Lenders  and  in  accordance  with  such  written
direction.

Blakes shall have no obligation to make any  determination as to the validity of
any such directions,  Draw-down  Notices,  Notices of Unlawfulness or any claims
made by any party for entitlement to the Deposit and Blakes shall be entitled to
continue  to hold the  Deposit  until such time as Blakes  receives  the written
directions,  Draw-down  Notices and Notices of  Unlawfulness  as contemplated in
this  Section 2 or until  Blakes is directed by final  judgment of a Court as to
the disposition of the Deposit.

3.  DISPUTE.  Blakes shall have the right at any time to deposit the Deposit and
Interest  earned  thereon,  if any, with the Accountant of the Ontario  Superior
Court of  Justice in  accordance  with the Rules of Civil  Procedure  respecting
interpleader  or in such other manner or on such other grounds as such Court may
direct.  Blakes shall give written  notice of any such deposit to Aucxis and the
Lenders immediately after such deposit is made.

4. NO  AGENCY.  The  parties  acknowledge  that  Blakes  is  acting  solely as a
stakeholder at their request and for their  convenience  and Blakes shall not be
deemed to be the agent of either  Aucxis or the Lenders in respect of the escrow
herein  referred to.  Blakes shall not be liable to either Aucxis or the Lenders
for any error in  judgment  or for any act or omission on its part in respect of
the escrow herein referred to unless such error in judgment,  act or omission is
made, taken or suffered in bad faith or involves gross negligence.

5.  INDEMNITY.  Aucxis and the Lenders  hereby  jointly and  severally  agree to
indemnify and hold Blakes harmless from and against all costs, claims (including
those  from  third  parties)  and  expenses,   including  solicitor's  fees  and
disbursements  incurred in connection  with or arising from the  performance  of
Blakes'  duties or rights  hereunder;  provided  that this  indemnity  shall not
extend to  actions  or  omissions  taken or  suffered  by Blakes in bad faith or
involving gross negligence on the part of Blakes.

6. FEES.  Aucxis  agrees to pay to Blakes  forthwith  upon receipt of an invoice
therefor all of Blakes'  accounts for time,  disbursements  and applicable goods
and services taxes relating to the performance by Blakes of its duties or rights
hereunder or other work incidental to or  contemplated  pursuant to the terms of
this Agreement.

7.  LIMITATION ON DUTIES.  It is understood  and agreed that Blakes' only duties
and  obligations  in  respect  of the  Deposit  are  expressly  set  out in this
Agreement.  Blakes shall have the right to consult with separate  counsel of its
own choosing (if it deems such  consultation  advisable) and shall not be


                                       34
<PAGE>

liable for any  action  taken,  suffered  or omitted to be taken by it if Blakes
acts in accordance with the advice of such counsel. Blakes shall be protected if
it acts upon any written or oral  communication,  notice,  certificate  or other
instrument or document believed by Blakes to be genuine and to be properly given
or executed without the necessity of verifying the truth or accuracy of the same
or the authority of the person giving or executing the same.

8. RESIGNATION OF BLAKES.  Blakes may, at any time, resign its obligations under
this  Agreement  and be  discharged  from all  further  duties  and  liabilities
hereunder by giving Aucxis and the Lenders at least 10 days notice in writing of
its  intention  to resign or such  shorter  notice as Aucxis and the Lenders may
accept as  sufficient.  Aucxis and the Lenders  agree that they shall  forthwith
upon receipt of such notice  appoint a new  stakeholder  to act in the place and
stead of  Blakes  and if they fail to agree on such  appointment,  Aucxis or the
Lenders or Blakes may apply to a Judge of the Ontario  Superior Court of Justice
on  such  notice  as  such  Judge  may  direct  for  the  appointment  of a  new
stakeholder.  Upon any new appointment,  the new stakeholder will be vested with
the same powers,  rights,  duties and  obligations as if it had been  originally
named  herein  as  stakeholder  and such new  stakeholder  shall  enter  into an
agreement  with  Aucxis  and the  Lenders  agreeing  to be  bound  by all of the
provisions of this Agreement.

9. DISCHARGE FROM DUTIES. Upon disposing of the Deposit and Interest thereon, if
any,  in  accordance  wit the  provisions  of this  Agreement,  Blakes  shall be
relieved and discharged from all claims and liabilities  relating to the Deposit
and Interest thereon, if any, and Blakes shall not be subject to any claims made
by or on behalf of any party hereto.

10. NO  CONFLICT.  The fact that  Blakes is  acting as  stakeholder  under  this
Agreement shall not in any way prevent it from representing  Aucxis or Aucxis NV
in connection  with the  transactions  contemplated in the Main Agreement or any
litigation   arising  from  the  Main   Agreement  or  this  Agreement  or  from
representing  Aucxis or Aucxis NV or any other party in any other capacity or in
any other transaction.

11. NOTICE. All notices or other communications given pursuant to this Agreement
shall be in  writing  and  shall be  either  delivered  by hand or by  facsimile
transmission addressed as follows:

    in the case of Aucxis, to:

             AUCXIS CORP.

             220 King Street West

             Toronto, Ontario

             M5H 1K4

             Attention:  Chief Financial Officer

             Facsimile:  + 1 416-214-0585

    in the case of ABN, to:

             ABN AMRO CAPITAL (BELGIUM)

             Regentlaan 53


                                       35
<PAGE>

             1000 Brussels

             Belgium

             Attention:  Mr Bart Sonck

             Facsimile:  +32-2-546-0411

    in the case of Bodin, to:

             Bodin Saphir Pension Scheme

             Heronden, Chart Hill, Chart Sutton

             Kent ME 17 3EZ

             England

             Attention:  Mr Nicholas Saphir

             Facsimile:  +44-1622-844361

    in the case of Magnum, to:

             Magnum Technology Ltd.

             St. Peter's House, St. Peter Port

             Guernsey GY1 6AX

             The Channel Islands

             Attention:  Mssrs Nick Moss or Vince Aylaward

             Facsimile:  +44-1481-712686

    in the case of J.J., to:

             Jean Jacques Menillo

             270 Chemin de Carambot de la Ribassiere

             13190 Allauch

             France


                                       36
<PAGE>

             Facsimile:  +33 1 5326 0001

    in the case of Blakes, to:

             Blake, Cassels & Graydon LLP

             World Exchange Plaza

             45 O'Connor Street

             Ottawa, Ontario

             Canada

             K1P 1A4

             Attention:  Gary Jessop

             Facsimile:  +1 613-788-2247

Any  notice or other  communication  shall  conclusively  be deemed to have been
given and received on the date on which it was delivered or sent if delivered or
sent during  normal  business  hours on a business  day, and if delivered  after
normal  business  hours or on other than a business day, shall be deemed to have
been given or sent on the next following  business day. Any party may change its
address  for notices or other  communications  by giving  notice  thereof to the
other parties to this Agreement in accordance with this Section. For the purpose
of this Agreement, a business day means any day (other than a Saturday, a Sunday
or a statutory  holiday in the  Province of Ontario,  Canada) on which banks are
open for general business in the Province of Ontario, Canada.

12.  GOVERNING LAW. This Agreement shall be construed and enforced in accordance
with the laws of the  Province  of  Ontario  and the laws of  Canada  applicable
therein.

13. MODIFICATION. This Agreement may only be modified or amended by an agreement
in writing signed by all of the parties hereto.

14. TIME. Time shall be of the essence of this Agreement.

15. SUCCESSORS AND ASSIGNS.  This Agreement shall enure to the benefit of and be
binding upon the parties hereto and their respective successors and assigns.

    IN WITNESS WHEREOF the parties have executed this Agreement.

                                       AUCXIS CORP.


                                       37
<PAGE>

                                        By:
                                           -------------------------------------
                                        Name: Dennis Petke

                                        Title: Chief Financial Officer


                                        ABN AMRO CAPITAL (BELGIUM) NV

                                        By:
                                           -------------------------------------
                                        Name:

                                        Title: Special Attorney


                                        BODIN SAPHIR PENSION SCHEME

                                        By:
                                           -------------------------------------
                                        Name: Nicholas Saphir

                                        Title: Trustee


                                        MAGNUM TECHNOLOGY LTD.

                                        By:
                                           -------------------------------------


                                       38
<PAGE>

                                        Name:
                                             -----------------------------------

                                        Title: Director

                                        J.J. MENNILLO


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


                                        BLAKE, CASSELS & GRAYDON LLP

                                        By:
                                           -------------------------------------

                                        Name:  Don Greenfield

                                        Title: Administrative Partner

SCHEDULE 5 : DRAW-DOWN NOTICE
--------------------------------------------------------------------------------

                                      (Lenders' addresses at relevant time)

                                      (Escrow Agent's address at relevant time)

                                                  (place and date)


                                       39
<PAGE>

RE: DRAW-DOWN NOTICE IN ACCORDANCE WITH ARTICLE 4.2 OF THE BRIDGE LOAN AGREEMENT
DATED 2 APRIL 2002 ("LOAN AGREEMENT").

Dear Sir/Madam,

We refer to the loan agreement  dated 2 April 2002 and made between Aucxis Corp.
as the Borrower,  and ABN AMRO Capital  Belgium,  Bodin Saphir  Pension  Scheme,
Magnum   Technology  and  Jean-Jacques   Mennillo  as  the  Lenders  (the  "Loan
Agreement").  Terms defined in the Loan Agreement shall have the same meaning in
this notice.

We hereby give you notice that,  pursuant the Loan  Agreement and upon the terms
and subject to the conditions  contained therein,  we wish to effect a draw-down
as follows:

        (i)     Amount US $ : .................................

        (ii)    Drawdown Date : .................................

        (iv)    General Description of the prospective use : ...................

Yours faithfully,

For and on behalf of the Borrower

        Signature         :.....................................

        Name              :.....................................
        Capacity          :.....................................

SCHEDULE 6 : PREPAYMENT NOTICE
--------------------------------------------------------------------------------

                                      (Lenders' addresses at relevant time)

                                      (Escrow Agent's address at relevant time)

                                                  (place and date)


                                       40
<PAGE>

RE: PREPAYMENT NOTICE PURSUANT TO ARTICLE 7.2 OF THE BRIDGE LOAN AGREEMENT DATED
2 APRIL 2002 ("LOAN AGREEMENT").


Dear Sir/Madam,

We refer to the loan agreement  dated 2 April 2002 and made between Aucxis Corp.
as the Borrower,  and ABN AMRO Capital  Belgium,  Bodin Saphir  Pension  Scheme,
Magnum   Technology  and  Jean-Jacques   Mennillo  as  the  Lenders  (the  "Loan
Agreement").  Terms defined in the Loan Agreement shall have the same meaning in
this notice.

We hereby give you notice that,  pursuant the Loan  Agreement and upon the terms
and subject to the conditions  contained therein,  we wish to effect a voluntary
prepayment as follows :

        (i)     Amount US $ : .....................

        (ii)    Break-down of the amount mentioned sub (i) :

                o  principal : ...............

                o  interest : ................

        (iv)    Prepayment Date : ......................

[Optional]  The Escrow Agent is hereby  instructed  to retransfer to the Lenders
such amounts of the Loan as have not been drawn down in accordance  with Article
4 of the Loan  Agreement,  in  accordance  with the Loan  Agreement and upon the
terms and subject to the conditions contained therein.

Yours faithfully,

For and on behalf of the Borrower

        Signature       :...................................

         Name           :...................................
         Capacity       :...................................


                                       41