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                                                                   EXHIBIT 10.70


                     S H A R E  P L E D G E  A G R E E M E N T



          PLEDGOR:                         1423280 Ontario Inc.


          SECURED PARTY:                   Foothill Capital Corporation


          CORPORATION:                     FutureLink Canada Corp.



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                             SHARE PLEDGE AGREEMENT


PARTIES


        PLEDGOR


          Name:            1423280 Ontario Inc.

          Address:         100 King Street West
                           1 Canadian Place, Suite 6600
                           Toronto, ON   M5X 1B8

          Fax No:          (902) 425-6500


        SECURED PARTY


          Name:            Foothill Capital Corporation

          Address:         2450 Colorado Avenue,
                           Suite 3000 West
                           Santa Monica, California
                           90404

          Fax No:          (310) 453-7443


        CORPORATION


          Name:            FutureLink Canada Corp.

          Address:         2 Gibbs Road
                           Toronto, ON   M9B 6L6

          Fax No:          (949) 672-3117




        EFFECTIVE DATE

          December 14, 2000 (the "Effective Date")



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1.      GRANT OF SECURITY INTEREST

        For valuable consideration (the receipt and sufficiency of which each of
the parties hereto hereby acknowledges) the Pledgor hereby assigns, pledges,
hypothecates and grants to the Secured Party a security interest (to which the
Personal Property Security Act (Ontario) and the regulations thereto, as the
same may be amended from time to time (the "PPSA") applies) in and grants,
mortgages and charges as and by way of a fixed and specific mortgage and charge
to and in favour of the Secured Party, all of the Pledgor's rights, title and
interests in and to 100 common shares in the capital of the Corporation owned by
the Pledgor including without limitation all dividends or other distributions
paid or payable in respect thereof from time to time (the "SHARES"), all
pursuant to and in accordance with the provisions of this Agreement.

2.      SECURED OBLIGATIONS

        The security interests, mortgages and charges granted hereby secure all
of the following (collectively, the "OBLIGATIONS"): both the performance and the
payment to the Secured Party of all obligations, debts and liabilities
(including, without limitation, on account of damages) of the Pledgor to the
Secured Party, present or future, direct or indirect, absolute or contingent,
liquidated or unliquidated, matured or not, wheresoever and howsoever incurred,

        (a)    whether arising under this or any other agreement (whether
               written or oral), instrument or writing;

        (b)    whether arising from dealings between the Secured Party and the
               Pledgor or from other dealings or proceedings by which the
               Secured Party may be or become in any manner whatever a creditor,
               obligee or promisee of the Pledgor;

        (c)    whether incurred by the Pledgor alone or with another or others;

        (d)    whether incurred by the Pledgor as principal, surety, indemnitor,
               obligor or promissor; and

        (e)    whether such obligations, debts and liabilities are from time to
               time reduced and thereafter increased or entirely extinguished
               and thereafter incurred again,

        all including, without limitation, all interest, commissions, legal and
other costs, charges and expenses payable in connection with any and all of the
foregoing and, in addition thereto, the Expenses (provided for and defined
below).

3.      ATTACHMENT

        Each of the parties hereto acknowledges and confirms that the security
interests, mortgages and charges granted hereby shall attach:


        (a)    forthwith upon the Effective Date with respect to the Shares in
               which the Pledgor then has rights; and



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        (b)    with respect to Substituted or Additional Shares (defined below)
               forthwith upon the Pledgor first acquiring rights in such
               Substituted or Additional Shares.

        For greater certainty, without in any way limiting the above, each of
the parties hereto acknowledges and confirms that they have not agreed to
postpone the time for attachment of the said security interests, mortgages and
charges.


4.      PERFECTION

        (a)    Subject to paragraph 4(b) hereof, in furtherance of the security
               interests, mortgages and charges hereby granted to the Secured
               Party, the Pledgor agrees that contemporaneously with the
               execution of this Agreement, it shall deliver the following to
               the Secured Party upon the terms hereof:

               (i)    the relevant share certificate(s) representing all of the
                      Shares, duly registered in the name of the Pledgor, and
                      duly endorsed in blank for transfer hereunder and noting
                      conspicuously on the face thereof the following:

                             "TAKE notice that the ownership and transfer of the
                             shares represented by this Certificate are
                             restricted by and are subject to the provisions of
                             a Share Pledge Agreement dated December 14, 2000".


               (ii)   a transfer in blank of the Shares duly executed by the
                      Pledgor, the Pledgor hereby giving the Secured Party the
                      authority to complete the said transfer on its behalf upon
                      the occurrence of an Event of Default (defined below);

               (iii)  a certified copy of a resolution of the directors of the
                      Corporation approving the hypothecation and pledge of
                      the Shares to the Secured Party, the notation of the
                      Secured Party's interest on the relevant share
                      certificate(s) and in the shareholder ledgers of the
                      Corporation, any further transfers of the Shares made
                      pursuant to this Agreement, and the recording of same in
                      the books and records of the Corporation, which
                      resolution shall state that it may not be amended or
                      revoked without the prior written consent of the Secured
                      Party; and

               (iv)   signed, undated resignations addressed to the Corporation
                      pursuant to which each officer and/or director of the
                      Corporation resigns from all offices with the Corporation
                      and/or as a director on its board of directors.

        (b)    The Secured Party acknowledges and agrees that it shall hold the
               Shares hereby delivered to it in accordance with the terms of
               this Agreement.

5.      RIGHT TO VOTE

        So long as no Event of Default has occurred hereunder, the Pledgor shall
be entitled to remain as shareholder of record of the Shares and to exercise all
voting rights in respect of the Shares.



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6.      RIGHT TO DIVIDENDS, ETC.

        So long as no Event of Default has occurred hereunder, the Pledgor shall
be entitled to receive all dividends and other distributions paid or payable in
respect of the Shares. In the event that the Pledgor receives any dividend or
other distribution contrary to the foregoing it shall stand possessed of same in
trust solely for the Secured Party and shall forthwith pay or deliver the same
to the Secured Party to be applied in accordance with paragraph 15.


7.      PLEDGOR'S WARRANTIES

        The Pledgor hereby represents and warrants to and covenants with the
Secured Party as follows and acknowledges that the Secured Party is, in part,
relying upon such representations, warranties and covenants in accepting the
security interests, mortgages and charges granted upon the terms of this
Agreement:


        (a)    Ownership of Shares: The Pledgor is the absolute and beneficial
               owner of the Shares and none of the Shares is held in the name of
               any person other than the Pledgor, whether as agent, trustee or
               other nominee for the Pledgor and the Shares are recorded in the
               name of the Pledgor in the shareholder ledgers and registers in
               the Corporation's minute book.

        (b)    No Encumbrances: The Shares are owned by the Pledgor with good
               and marketable title thereto and they are and shall at all times
               be kept free and clear of any and all mortgages, hypothecs,
               pledges, claims, adverse claims, demands, liens, charges,
               security interests, encumbrances, agreements, rights and equities
               of any kind whatsoever other than those given by the Pledgor to
               or in favour of Secured Party.

        (c)    Due Authorization: The Pledgor has the corporate power and
               capacity to enter into this Agreement and to do all acts and
               things as are required or contemplated hereunder to be done,
               observed and performed by it.

        (d)    Right to Grant: The Pledgor has taken all necessary corporate
               action to authorize the execution, delivery and performance of
               this Agreement and the Pledgor shall at all relevant times have
               the full right, power and authority to perform its obligations
               hereunder and to grant the security interests, mortgages and
               charges as herein provided.

        (e)    No Default: The entering into of this Agreement and the
               performance by the Pledgor of its obligations hereunder does not
               and will not contravene, breach or result in any default under
               any agreement to which the Pledgor is a party or by which the
               Pledgor or any of the Shares may be bound and will not result in
               or permit the acceleration of the maturity of any indebtedness,
               liability or obligation of the Debtor under any such agreement.

        (f)    No Agreements or Options: No person, firm or corporation other
               than the Secured Party has any agreement or option (whether
               written or oral) or any right or privilege (whether by law,
               pre-emptive or contractual) capable of becoming an agreement or
               option for the purchase of the Shares or any interests therein or
               rights thereto.



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        (g)    No Litigation: There is not pending any court, administrative,
               regulatory or other action or legal proceeding of any sort
               either to restrain or otherwise prevent in any manner the
               Pledgor from effectually and legally hypothecating and pledging
               the Shares to the Secured Party free and clear of any and all
               mortgages, hypothecs, pledges, claims, adverse claims, demands,
               liens, charges, security interests, encumbrances, agreements,
               rights and equities of any kind whatsoever or any suit, action
               or proceeding the effect of which would be to cause a lien to
               attach to the Shares or to divest title to the Shares in any
               manner whatsoever.

        (h)    Issued Capital: The only issued and outstanding shares in the
               capital of the Corporation owned by the Pledgor are the Shares
               and no person, firm or corporation has any agreement or option
               (whether written or oral) or any right or privilege (whether by
               law, pre-emptive or contractual) capable of becoming an
               agreement, including convertible securities, warrants or
               convertible obligations of any nature for the purchase,
               subscription, allotment or issuance of any of the unissued shares
               in the capital of the Corporation.

8.      PLEDGOR'S COVENANTS

        The Pledgor covenants and agrees with the Secured Party that:


        (a)    Obligations: The Pledgor shall pay, perform, satisfy, fulfill and
               discharge the Obligations when due.

        (b)    No Transfers or Encumbrances: The Pledgor shall not either
               directly or indirectly (including by way of corporate
               reorganization, amalgamation or otherwise) sell, transfer,
               convey, assign, exchange, convert or in any manner dispose of,
               pledge or in any manner encumber any of the Shares without the
               prior written consent of the Secured Party, except as expressly
               permitted or required elsewhere herein.

        (c)    Substituted or Additional Shares: In the event any substituted
               or additional shares in the capital of the Corporation are
               received or acquired (directly or indirectly) by or on behalf of
               the Pledgor, whether as a result of a share issuance,
               subdivision, consolidation, conversion, reclassification, stock
               dividend, transfer, sale, reorganization, amalgamation or
               otherwise (the "SUBSTITUTED OR ADDITIONAL SHARES"), the Pledgor
               shall stand possessed of the Substituted or Additional Shares in
               trust for the Secured Party and shall forthwith deliver to the
               Secured Party the certificate or certificates representing the
               Substituted or Additional Shares together with a certified copy
               of the resolution of the directors of the Corporation approving
               the hypothecation and pledge thereof to the Secured Party
               whereupon the Secured Party shall hold and deal with the
               Substituted or Additional Shares and the certificate or
               certificates evidencing the same as the Shares.

9.      EVENTS OF DEFAULT

        Forthwith upon the occurrence of any of the following events (an "EVENT
OF DEFAULT"), the Obligations will, without the Secured Party being required to
give notice or demand, become due and payable in full and, to the extent
applicable, be required to be fully performed:


        (a)    the failure of the Pledgor to pay when due any payment of any of
               the Obligations;



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        (b)    the failure of the Pledgor to perform any of the Obligations;

        (c)    any representation, warranty, statement or report which is false
               or incorrect in any respect having been made or given by the
               Pledgor to the Secured Party, whether contained herein or in any
               other agreement (written or oral), instrument or writing;

        (d)    the failure or inability of the Pledgor or the Corporation to pay
               any of its debts or liabilities as the same fall due;

        (e)    the occurrence of a default by the Pledgor under any agreement,
               instrument or writing entered into by the Pledgor with any
               person(s);

        (f)    the Pledgor or the Corporation making or agreeing to make an
               assignment, disposition or conveyance, whether by way of sale or
               otherwise, of its assets in bulk;

        (g)    the abandonment by the Pledgor or the Corporation of its assets
               or any part thereof;

        (h)    the Pledgor or the Corporation ceasing or threatening to cease
               carrying on its business or any of its businesses;

        (i)    the Pledgor or the Corporation taking any action or commencing
               any proceeding or any action or proceeding being taken or
               commenced by another person or persons against the Pledgor or the
               Corporation in respect of the liquidation, dissolution or
               winding-up of the Pledgor or the Corporation, including without
               limitation, any action or proceeding under the Winding Up and
               Restructuring Act, the Business Corporations Act (Ontario), the
               Canada Business Corporations Act or other similar legislation
               whether now or hereinafter in effect;

        (j)    the Pledgor or the Corporation taking any action or commencing
               any proceeding or any action or proceeding being taken or
               commenced by another person or persons against the Pledgor or
               the Corporation relating to the reorganization, readjustment,
               compromise or settlement of the debts owed by the Pledgor or the
               Corporation to its creditors where such reorganization,
               readjustment, compromise or settlement shall affect a
               substantial portion of the Pledgor's or the Corporation's
               assets, including without limitation, the filing of a notice of
               intention to make a proposal or the filing of a proposal
               pursuant to the provisions of the Bankruptcy and Insolvency Act,
               the making of an order under the Companies' Creditors
               Arrangements Act or the commencement of any similar action or
               proceeding by the Pledgor or the Corporation or such person or
               persons;

        (k)    the Pledgor or the Corporation committing or threatening to
               commit any act of bankruptcy pursuant to or set out under the
               provisions of the Bankruptcy and Insolvency Act;

        (l)    the filing of a petition for a receiving order against the
               Pledgor or the Corporation pursuant to the provisions of the
               Bankruptcy and Insolvency Act;

        (m)    any execution, sequestration or other process of any court or
               other tribunal becoming enforceable against the Pledgor or the
               Corporation or a distress or analogous action or proceeding
               being taken, commenced or issued against the



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               Pledgor or the Corporation or levied upon or in respect of its
               assets or any part thereof, or any lien, trust claim or any
               other right or entitlement against or in respect of its assets
               or any part thereof becoming effective, including, without
               limitation, a warrant of distress of any rent in respect of any
               premises occupied by the Pledgor or the Corporation or any
               premises in or upon which its assets or any part thereof may at
               any time be situate or if a notice of an adverse claim in
               respect of the Shares is made;

        (n)    the loss, damage, destruction or confiscation of any part of the
               assets of the Pledgor or the Corporation unless upon such event,
               the Pledgor pays to the Secured Party forthwith such amount as
               the Secured Party in its absolute and uncontrolled discretion
               determines is satisfactory; and

        (o)    the Secured Party in good faith and having commercially
               reasonable grounds for believing that the ability of the Pledgor
               to pay any monies hereby secured or to perform any requirement of
               any provision contained in this Agreement or any other agreement
               (written or oral), instrument or writing heretofore or hereafter
               given by the Pledgor to the Secured Party is impaired or that the
               assets of the Pledgor or the Corporation are in danger of being
               lost, damaged, destroyed or confiscated.

10.     RIGHTS AND REMEDIES

        Forthwith upon the occurrence of an Event of Default, the security
interests, mortgages and charges granted herein shall be enforceable and the
Pledgor and the Secured Party shall have, in addition to any other rights and
remedies provided by law, the rights and remedies of a debtor and a secured
party respectively under the PPSA and those provided by this Agreement.


11.     EXPENSES

        The reasonable costs and expenses of the Secured Party in the
preparation, execution and delivery of this Agreement, the registration of this
Agreement or of notices, financing statements or other filings in respect
thereof, the reasonable costs and expenses of the Secured Party in connection
with the preparation or review of waivers, consents, amendments or other matters
pertaining to the subject matter of this Agreement, the reasonable costs and
expenses expressly provided for in the PPSA and, in addition thereto, the cost
of any insurance, taxes, solicitor's fees, costs and other legal expenses and
all other costs, charges and expenses of or incurred (on a scale as between a
solicitor and his own client) by the Secured Party in respect of any of the
foregoing and in respect of the enforcement of the Obligations, including taking
possession, custody, holding, preserving, protecting, repairing, using or
operating, collecting, realizing, processing, preparing for disposition and
disposing of the Shares and any other collateral for the Obligations taken by
the Secured Party (collectively, the "Expenses") shall be payable by the Pledgor
to the Secured Party forthwith upon demand, shall be deemed advanced to the
Pledgor by the Secured Party, shall bear interest at a rate equal to the Prime
Rate (defined below) plus 4% per annum calculated, both before and after demand,
maturity, default and judgment, from the date each of the Expenses,
respectively, was incurred until fully paid by the Pledgor and shall be secured
by this Agreement.

        "PRIME RATE" means the annual rate of interest announced from time to
time by Royal Bank of Canada as a reference rate then in effect for determining
interest rates on Canadian dollar commercial loans in Canada.



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        The Pledgor authorizes the Secured Party to designate, in its sole
discretion, any number of years as the registration period in any financing
statement or financing change statement filed with respect to this Agreement or
any other agreement delivered by the Pledgor to the Secured Party ("DESIGNATED
PERIOD").

        The Pledgor acknowledges and confirms that:


        (a)    all registration costs in connection with the filing of the
               aforesaid financing statements or financing change statements are
               and shall be reasonable and shall form part of the Expenses;

        (b)    the designation of the number of years comprising the Designated
               Period shall not constitute an acknowledgement by or commitment
               or other obligation of the Secured Party to provide financial
               assistance (whether by loan, agreement or otherwise) to the
               Pledgor at any time or from time to time during the Designated
               Period; and

        (c)    the Secured Party shall be entitled to exercise all of its rights
               and remedies provided for in this Agreement forthwith upon the
               occurrence of an Event of Default notwithstanding that such Event
               of Default may occur prior to the expiration of the Designated
               Period.

12.     NOTICE OF DISPOSITION

        Unless not required to do so by applicable law, the Secured Party shall
give to the Pledgor at least 15 days written notice of the Secured Party's
intention to dispose of the Shares. Such notice may be sent by registered mail
to the last known post office address of the Pledgor.


13.     MODE OF DISPOSITION

        The Secured Party may dispose of the Shares by a private sale or public
auction or tender at any place and time whatsoever and in such manner and at
such price as the Secured Party may reasonably determine, either for cash or on
credit, or for part cash and part credit. The Secured Party may postpone any
sale prior to the date thereof and may sell the Shares as a whole or in parcels
and if in parcels in such order and manner as the Secured Party may reasonably
determine. Until the time such sale is completed, the amount of any dividends or
other distributions paid or payable by the Corporation in respect of the Shares
shall be paid to the Secured Party.


14.     SECURED PARTY MAY PURCHASE

        Upon the disposition of the Shares at a public sale, the Secured Party
may become a purchaser of the Shares free of any right or equity of redemption
which right or equity is hereby expressly waived.

15.     PROCEEDS OF DISPOSITION/DEFICIENCY



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        Any proceeds of any disposition of any of the Shares shall be applied by
the Secured Party firstly on account of the Expenses, and any balance of such
proceeds shall be applied by the Secured Party on account of the Obligations
(other than the Expenses) in such order of application as the Secured Party may
from time to time effect and the same shall not be subject to dispute by the
Pledgor. If such proceeds fail to satisfy the Obligations, the Pledgor shall be
liable for the full amount of the deficiency resulting to the Secured Party.


16.     GENERAL PROVISIONS



        (a)    Discharge: The Pledgor shall not be discharged from the
               Obligations by any extension of time, additional advances,
               renewals, amendments or extensions to this Agreement, any waiver
               by or failure of the Secured Party to enforce any provision of
               this Agreement or any other agreement, the taking of further
               security, releasing security, extinguishment of the security
               interests, mortgages and charges as to all or any part of the
               Shares, or any other act except a release or discharge by the
               Secured Party of the security interests, mortgages and charges
               granted hereby upon the full payment and performance of the
               Obligations, at which time the Secured Party shall, at the
               Pledgor's expense, deliver to the Pledgor the relevant share
               certificate(s) representing all of the Shares duly endorsed in
               blank for transfer, all other documents held by the Secured
               Party pursuant to this Agreement, and all necessary discharges
               and releases of the security interests, mortgages and charges
               granted hereby.

        (b)    Other Security:

               (i)    The security constituted by this Agreement is in addition
                      to and not in substitution for any other security,
                      guarantee or right from time to time held by the Secured
                      Party;

               (ii)   The Secured Party may realize upon or enforce all or part
                      of any security, guarantee or right from time to time held
                      by it in any order it desires and any realization by any
                      means upon any security, guarantee or right shall not bar
                      realization by upon any other security, guarantee or
                      right; and

               (iii)  The taking of any action or proceeding or refraining from
                      so doing or any other dealings with or in respect of any
                      other security, guarantee or right from time to time held
                      by the Secured Party shall not release or affect the
                      security provided for in this Agreement and the taking of
                      the security hereby granted or any proceedings hereunder
                      for the realization of the security hereby granted shall
                      not release or affect any other security, guarantee or
                      right from time to time held by the Secured Party.

        (c)     Waiver, etc.: No failure or delay on the part of the Secured
                Party to exercise any right provided for in or contemplated by
                this Agreement and no waiver as to an Event of Default hereunder
                shall operate as a waiver thereof unless made in writing and
                signed by the Secured Party and, in that event, such waiver
                shall operate only as a waiver of the right or Event of Default
                expressly referred to therein. Nothing in this Agreement and
                nothing referred to in the Obligations shall preclude any



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               other remedy by action or otherwise for the enforcement of this
               Agreement or the payment and performance in full of the
               Obligations.

        (d)    Secured Party Assignment: All rights and obligations of the
               Secured Party hereunder shall be freely assignable in whole or in
               part without the consent of the Pledgor and in any action brought
               by any assignee to enforce such rights, the Pledgor shall not
               assert against such assignee any claim, defence, right of
               set-off, or the benefit of any equities which the Pledgor now has
               or may hereafter have against the Secured Party.

        (e)    Entire Agreement: This Agreement sets forth the entire intent and
               understanding of the parties relating to the subject-matter
               hereof and supersedes and replaces all prior agreements and
               commitments, whether written or oral, made between the parties
               and all earlier discussions and negotiations between them. The
               parties are not relying upon and there are no collateral or other
               representations, warranties, agreements or covenants made by any
               of the parties hereto which are not contained herein.

        (f)    Further Assurances: Each of the parties hereto shall and will,
               from time to time and at all times hereafter upon every
               reasonable written request so to do, cause such meetings to be
               held, resolutions passed and by-laws enacted, exercise its vote
               and influence, make, do, execute and deliver, or cause to be
               made, done, executed and delivered, all such further papers,
               acts, deeds, assurances and things as may be necessary or
               desirable in the opinion of any party or counsel for any party,
               acting reasonably, for implementing and carrying out more
               effectually the true intent and meaning of this Agreement
               including, without limitation, to perfect or better perfect the
               security interests, mortgages and charges of the Secured Party
               in the Shares or any part thereof.

        (g)    Severability: In the event that any covenant or provision
               contained in this Agreement is held to be invalid, illegal or
               unenforceable in whole or in part, the validity, legality and
               enforceability of the remaining covenants and provisions shall
               not be affected or impaired thereby and all such remaining
               covenants and provisions shall continue in full force and effect.
               All covenants and provisions hereof are declared to be separate
               and distinct covenants or provisions, as the case may be.

        (h)    Headings: All headings and titles in this Agreement are for
               convenience of reference only and shall not affect the
               interpretation of the terms hereof.

        (i)    Gender, etc.: In construing this Agreement, all words and
               personal pronouns relating thereto shall be read and construed as
               the number and gender of the party or parties referred to in each
               case require, and the verb agreeing therewith shall be construed
               as agreeing with the required word and pronoun. Words such as
               "hereunder", "hereto", "hereof", "herein", and other words
               commencing with "here", shall unless the context clearly
               indicates the contrary, refer to the whole of this Agreement and
               not to any particular paragraph or part thereof.

        (j)    Binding Effect: All rights of the Secured Party hereunder shall
               enure to the benefit of its successors and assigns and all
               obligations of the Pledgor hereunder shall bind the Pledgor, its
               successors and assigns. Each reference to the Secured Party in
               this Agreement shall be deemed to include a reference to the
               Secured



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               Party, its successors and assigns and each reference to the
               Pledgor in this Agreement shall be deemed to include a reference
               to the Pledgor, its successors and assigns.

        (k)    Re Liabilities: If more than one person executes this Agreement
               as Pledgor, their obligations under this Agreement shall be joint
               and several.

        (l)    Governing Law: This Agreement shall be governed by, and
               interpreted and enforced in accordance with, the laws in force in
               the Province of Ontario and the laws of Canada applicable therein
               and shall be treated in all respects as an Ontario contract. Each
               party irrevocably submits to the non-exclusive jurisdiction of
               the courts of Ontario with respect to any matter arising
               hereunder or related hereto.

        (m)    Notice: Subject to the specific requirements of the PPSA, any
               demand, notice, request, consent, approval or other
               communication required or permitted to be made or given by any
               party hereto to any other party hereto in connection with this
               Agreement shall be in writing and may be made or given by
               personal delivery to such party or by transmittal by facsimile
               transmission or similar electronic means of communication which
               produces a paper record to such party at the fax number noted on
               page 1 of this Agreement or, if a corporation, to a director
               thereof or, if postal services and deliveries are then
               operating, by mailing the same by prepaid registered post to
               such party at its address noted on page 1 of this Agreement or
               at such other address which the party to whom such communication
               is being given may have designated by notice given in accordance
               with the provisions of this paragraph. Any communication so
               delivered or transmitted by electronic means of communication
               shall be deemed to have been given and received on the day of
               delivery or transmittal, if a business day, or if not a business
               day, on the business day next following the day of delivery or
               transmittal, and any communication so mailed shall be deemed to
               have been given and received on the fourth business day
               following and exclusive of the date of mailing. In this
               paragraph, "business day" means any day except a Saturday,
               Sunday or statutory holiday in the Province of Ontario. Either
               party may give notice in writing to the other in the manner
               provided in this paragraph of any change of fax number or
               address of the party giving such notice, and from and after the
               giving of such notice, the fax number or address therein
               specified shall be deemed to be the fax number or address of
               such party for purposes of this paragraph.

        (n)    Failure to Perfect: The Secured Party shall not be liable or
               accountable for any negligence or failure to perfect its security
               interests, mortgages and charges granted herein, seize, collect,
               realize, sell or obtain payment for the Shares or any part
               thereof and shall not be bound to institute proceedings for the
               purpose of seizing, collecting, realizing or obtaining possession
               or payment of the same for the purpose of preserving the rights
               of the Pledgor, the Corporation or any other person, firm or
               corporation in respect of same.

        (o)    No Amendment: This Agreement may not be amended, altered or
               qualified except by a memorandum in writing signed by all of the
               parties hereto and any amendment, alteration or qualification
               hereof shall be null and void and shall not be binding upon any
               party who has not signed such memorandum.



        (p)    Power of Attorney: The Secured Party, or any receiver appointed
               hereunder is hereby irrevocably constituted as the duly
               appointed lawful attorney of the Pledgor



<PAGE>   13

                                           - 13 -


               with full power to make, do, execute and deliver all such
               documents, assignments, acts, matters or things on behalf of the
               Pledgor with the right to use the name of the Pledgor whenever
               and wherever it may be deemed necessary or expedient. The power
               of attorney hereby granted is a power coupled with an interest
               and shall survive the dissolution, liquidation, winding-up or
               other termination of existence of the Pledgor. The Pledgor
               agrees to and does hereby ratify all acts done and all documents
               executed and delivered by the Secured Party pursuant to the
               power of attorney hereby granted and the Pledgor hereby confirms
               that the Secured Party and all third parties are entitled to
               rely upon such ratification.

        (q)    Time of Essence: Time shall be strictly of the essence of this
               Agreement and of every part thereof and no extension or variation
               of this Agreement shall operate as a waiver of this provision.

        (r)    Pledgor's Receipt: The Pledgor hereby acknowledges receipt of a
               fully signed copy of this Agreement.

        (s)    Independent Legal Advice: The Pledgor acknowledges having been
               advised to obtain independent legal representation or advice, in
               its discretion, prior to executing this Agreement and thereby
               becoming bound by its terms and subject to its obligations. This
               Agreement shall become effective when it is signed by the
               Pledgor.

        (t)    Meaning of Shares: The term "SHARES" as used herein shall include
               Substituted or Additional Shares.

        IN WITNESS WHEREOF the Pledgor and the Secured Party have executed this
Agreement and agree to be bound thereby as of the Effective Date set out above.




THE CORPORATE SEAL of 1423280                )
ONTARIO INC. was hereunto affixed in the     )
presence of:                                 )
                                             )    c/s
/s/ COREY E. FISCHER                         )
---------------------------------------------)
Authorized Signatory                         )
                                             )
                                             )
---------------------------------------------)
Authorized Signatory                         )



<PAGE>   14

                                     - 14 -



FOOTHILL CAPITAL CORPORATION by              )
its authorized signatories:                  )
                                             )
                                             )
/s/ WILLIAM SHIAO                            )
---------------------------------------------)
Authorized Signatory                         )
                                             )
                                             )
---------------------------------------------)
Authorized Signatory                         )
                                             )



THE CORPORATE SEAL of                        )
FUTURELINK CANADA CORP. was                  )
hereunto affixed in the presence of:         )
                                             )    c/s
                                             )
/s/ COREY E. FISCHER                         )
---------------------------------------------)
Authorized Signatory                         )
                                             )
                                             )
---------------------------------------------)
Authorized Signatory                         )



<PAGE>   15

                                    TRANSFER

        FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto Foothill Capital Corporation, 100 common shares in the capital of
FutureLink Canada Corp. (the "Corporation") and does hereby irrevocably
constitute and appoint the Secretary of the Corporation as attorney to transfer
or register the transfer of the said share on the books of the Corporation, with
full power of substitution in the premises.

               The undersigned has hereunto executed this transfer the 14 day
of December, 2000.


                                             1423280 ONTARIO INC.



                                             Per: /s/ COREY E. FISCHER
                                                 -------------------------------
                                                  AUTHORIZED SIGNING OFFICER