ESCROW AGREEMENT


        THIS AGREEMENT dated the 2nd day of April, 2002

A M O N G:

                                  AUCXIS CORP.

                             (hereinafter "Aucxis")

                                     - and -

                          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")


WHEREAS:

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


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B.  Aucxis,  the Lenders and Aucxis NV entered  into a  convertible  bridge loan
agreement  dated  April2nd  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


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such Notice of Unlawfulness,  their pro-rata shares 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  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


<PAGE>

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 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  with 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:


<PAGE>

                  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
                  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

                  Facsimile:  +33 1 5326 0001


<PAGE>

         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.


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

                              Name: Dennis Petke
                              Title: Chief Financial Officer


<PAGE>

                              ABN AMRO CAPITAL (BELGIUM) NV


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

                              Name: ____________________________________
                              Title: Special Attorney

                              BODIN SAPHIR PENSION SCHEME


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

                              Name: Nicholas Saphir
                              Title: Trustee

                              MAGNUM TECHNOLOGY LTD.


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

                              Name: ____________________________________
                              Title: Director


                              J.J. MENNILLO


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



                              BLAKE, CASSELS & GRAYDON LLP


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

                              Name:  Don Greenfield
                              Title: Administrative Partner