<PAGE>   1

                                                                   EXHIBIT 10.79



                             DATED 14 December 2000






                                FUTURELINK CORP.


                                (as the Chargor)

                                       and

                          FOOTHILL CAPITAL CORPORATION
                           (in its capacity as Lender)






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

                                  SHARE CHARGE

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



<PAGE>   2

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
CLAUSE                                                                      PAGE
<S>                                                                         <C>
1.   DEFINITIONS AND INTERPRETATION .......................................    1

2.   COVENANT TO PAY ......................................................    4

3.   CHARGING CLAUSE ......................................................    4

4.   DOCUMENTS AND VOTING RIGHTS ..........................................    5

5.   NEGATIVE PLEDGE AND OTHER RESTRICTIONS ...............................    7

6.   FURTHER ASSURANCE ....................................................    7

7.   CONTINUING SECURITY ..................................................    8

8.   POWERS OF SALE .......................................................    9

9.   OPENING OF NEW ACCOUNTS ..............................................    9

10.  ENFORCEMENT ..........................................................    9

11.  POWER OF ATTORNEY ....................................................   10

12.  APPLICATION OF MONEY RECEIVED ........................................   11

13.  COSTS AND INTEREST ON OVERDUE AMOUNTS ................................   11

14.  SET-OFF ..............................................................   13

15.  TRANSFER .............................................................   13

16.  DISCLOSURE ...........................................................   13

17.  FORBEARANCE AND SEVERABILITY .........................................   14

18.  VARIATIONS AND CONSENTS ..............................................   14

19.  SERVICE OF DEMANDS AND NOTICES .......................................   14

20.  COUNTERPARTS .........................................................   15

21.  ADJUSTMENT OF ACCOUNT ................................................   15

22.  REPRESENTATIONS AND WARRANTIES .......................................   16

23.  GOVERNING LAW AND SUBMISSION TO JURISDICTION .........................   17
</TABLE>

<PAGE>   3

<TABLE>
<S>                                                                         <C>
24.  THIRD PARTIES ........................................................   18

THE FIRST SCHEDULE ........................................................   19

Securities ................................................................   19

THE SECOND SCHEDULE .......................................................   20

The Chargor ...............................................................   20
</TABLE>

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THIS SHARE CHARGE is made the 14 December 2000

BETWEEN:

(1)     FUTURELINK CORP., a Delaware corporation incorporated under the laws of
        Delaware with its principal place of business at 2 South Point Drive,
        Lake Forest, California 92630 (the "CHARGOR"); and

(2)     FOOTHILL CAPITAL CORPORATION, a Californian corporation with its
        principal place of business at 2450 Colorado Avenue, Suite 3000 West,
        Santa Monica, Los Angeles California 90404 USA as Lender (as defined in
        the Loan Agreement referred to below).

WITNESSES as follows:

1.      DEFINITIONS AND INTERPRETATION

        1.1     DEFINITIONS: In this Share Charge, words or expressions defined
                in the Loan Agreement (as defined below) shall, unless otherwise
                defined below, bear the same meaning in this Share Charge and,
                in addition, in this Share Charge (unless the context otherwise
                requires) the following expressions have the following meanings:

                "BUSINESS DAY" means a day on which banks generally are open for
                business (other than a day on which banks are only open for
                business in Euros) in California (excluding Saturdays, Sundays
                and bank or public holidays in those places);

                "CHARGED PROPERTY" means all Investments from time to time
                charged in favour of, or assigned to, the Lender by or pursuant
                to this Share Charge;

                "DEFAULT" has the meaning given to it in the Loan Agreement;

                "EVENT OF DEFAULT" has the meaning given to it in the Loan
                Agreement;

                "GROUP" means together the Chargor and its subsidiaries from
                time to time and "GROUP Company" means any of such entities;

                "INVESTMENTS" means:

                (a)     the Securities;

                (b)     all stocks, shares or other securities, rights, monies
                        or other property (together the "DERIVATIVE ASSETS")
                        accruing, offered, issued or otherwise derived at any
                        time by way of bonus, redemption, exchange, purchase,
                        substitution, conversion, preference, option or
                        otherwise in respect of any of the Securities or in
                        respect of any stocks, shares or other securities,



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<PAGE>   5

                        rights, monies or other property previously accruing,
                        offered or issued as mentioned in this paragraph (b);
                        and

                (c)     all dividends, interest and other distributions paid or
                        payable in respect of or deriving from any of the
                        Securities or the Derivative Assets or deriving from any
                        investment of any such dividends, interest or other
                        income

                provided however that the Investments shall at no time exceed
                65% of the entire issued ordinary share capital of KNS Holdings
                Limited;

                "LENDER" shall have the meaning given to it in the Loan
                Agreement and shall include (where the context permits or
                requires) any successor, assignee or transferee lender permitted
                under the Loan Agreement;

                "LIEN" means any lien, mortgage, charge, standard security,
                pledge, hypothecation, security trust, assignment by way of
                security, or any other security interest whatsoever, howsoever
                created or arising or any other agreement or arrangement, having
                the commercial effect of conferring security and any agreement
                to enter into, create or establish any of the foregoing;

                "LOAN AGREEMENT" means the Loan Agreement of even date herewith
                between Futurelink Europe Limited as Subsidiary Borrower and the
                Lender;

                "SUBSIDIARY LOAN DOCUMENTS" has the meaning given to it in the
                Loan Agreement;

                "PERMITTED LIEN" has the meaning given to it in the Loan
                Agreement;

                "SECURED SUMS" means all money and liabilities covenanted to be
                paid or discharged by the Chargor to the Lender under Clause 2.1
                (Covenant to Pay);

                "SECURITIES" means the securities described in the First
                Schedule and all other stocks, shares or other securities or
                investments now or in the future owned at law or in equity by
                the Chargor constituting 65% of the issued share capital of KNS
                Holdings Limited; and

                "UNITED KINGDOM" and "UK" means the United Kingdom of Great
                Britain and Northern Ireland.

        1.2     INTERPRETATION: In this Share Charge, unless the context
                otherwise requires:

                (a)     words denoting the singular number only shall include
                        the plural number also and vice versa; words denoting
                        the masculine gender only shall also include the
                        feminine gender; words denoting persons only shall
                        include corporations, partnerships and unincorporated
                        associations;

                (b)     references to clauses, paragraphs and Schedules are to
                        be construed as references to clauses, paragraphs and
                        Schedules of this Share Charge;



                                       2
<PAGE>   6

                (c)     references to any party shall, where relevant, be deemed
                        to be references to or to include, as appropriate, their
                        respective successors or permitted assigns;

                (d)     references in this Share Charge to this Share Charge or
                        any other document include references to this Share
                        Charge or such other document as varied, supplemented,
                        restated and/or replaced in any manner from time to time
                        and/or any document which varies, supplements, restates
                        and/or replaces it;

                (e)     references to "INCLUDING" and "IN PARTICULAR" shall not
                        be construed restrictively but shall be construed as
                        meaning "including, without prejudice to the generality
                        of the foregoing" and "in particular, but without
                        prejudice to the generality of the foregoing"
                        respectively;

                (f)     references to moneys, obligations and liabilities due,
                        owing or incurred under the Subsidiary Loan Documents
                        shall include money, obligations and liabilities due,
                        owing or incurred in respect of any extensions or
                        increases in the amount of the facilities provided for
                        therein or the obligations and liabilities imposed
                        thereunder;

                (g)     expressions defined in the Companies Act 1985 shall have
                        the same meanings in this Share Charge, except that the
                        expression "COMPANY" shall include a body corporate
                        established outside Great Britain;

                (h)     any reference to any statute or any section of any
                        statute shall be deemed to include reference to any
                        statutory modification or re-enactment of it for the
                        time being in force;

                (i)     the limitation on liability conferred by section 6(2) of
                        the Law of Property (Miscellaneous Provisions) Act 1994
                        shall not apply to the covenants for title implied on
                        the part of the Chargor by its execution and delivery of
                        this Share Charge;

                (j)     references to "LAW" shall include any present or future
                        common law, statute, statutory instrument, treaty,
                        regulation, directive, order, decree, other legislative
                        measure, code, circular, notice, demand, or injunction
                        binding on the persons to whom it is directed to comply;

                (k)     a "PERSON" includes any person, individual, firm,
                        company, corporation, government, state or agency of a
                        state or any undertaking (within the meaning of Section
                        259(1) of the Companies Act 1985) or other association,
                        organisation, trust or agency (whether or not having
                        separate legal personality) or any two or more of the
                        foregoing;

                (l)     "WINDING-UP" of any person includes its dissolution
                        and/or termination and/or any equivalent or analogous
                        proceedings under the law of any



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<PAGE>   7

                        jurisdiction in which the person concerned is
                        incorporated, registered, established or carries on
                        business or to which that person is subject;

                (m)     reference to "WRITING" include any telex and facsimile
                        transmission legibly received, except, unless the Lender
                        otherwise agrees, in relation to any certificate,
                        forecast, report, notice, resolution or other document
                        which is expressly required by this Agreement to be
                        signed, and "WRITTEN" has corresponding meaning; and

                (n)     a time of day is a reference to London time, unless
                        otherwise stated.

        1.3     INDEX AND HEADINGS: The index to and the headings in this Share
                Charge are inserted for convenience and shall not affect its
                interpretation.

2.      COVENANT TO PAY

        2.1     COVENANT TO PAY: The Chargor hereby covenants that it will, on
                demand in writing made to it by the Lender, pay or discharge to
                the Lender all money and liabilities now or in the future due,
                owing or incurred to the Lender pursuant to the Subsidiary Loan
                Documents by the Chargor as and when the same fall due for
                payment, whether on or after such demand, whether actually or
                contingently, whether solely or jointly with any other person,
                whether as principal or surety and whether or not a Lender was
                an original party to the relevant transactions, including all
                interest accrued thereon and all commission, fees, charges,
                costs and expenses which the Lender may in the course of their
                business properly charge or incur in respect of the Chargor or
                its affairs or for the Lender to enforce its rights hereunder
                (to the extent the Lender is entitled to recover the same under
                the Subsidiary Loan Documents) and so that interest shall be
                computed and compounded in accordance with the Subsidiary Loan
                Documents (after as well as before any demand or judgment).

        2.2     DEMANDS FROM THE LENDER: The making of one demand under this
                Share Charge will not preclude the Lender from making any
                further demands.

3.      CHARGING CLAUSE

        3.1     CHARGING CLAUSE: The Chargor with full title guarantee hereby
                charges to the Lender as security for the payment or discharge
                of all Secured Sums by way of first fixed charge, all the
                Chargor's interest in the Investments.

        3.2     PROVISO FOR REDEMPTION: On irrevocable and unconditional payment
                and discharge of all the Secured Sums by the Chargor and upon
                the Lender being under no further obligation to provide
                financial accommodation to the Group pursuant to the Subsidiary
                Loan Documents, the Lender will at the request and cost of the
                Chargor execute such documents (or procure that its nominees
                execute such documents) as the Chargor may reasonably request
                which may be required to discharge the security created by this
                Share Charge.



                                       4
<PAGE>   8

4.      DOCUMENTS AND VOTING RIGHTS

        4.1     DEPOSIT OF DOCUMENTS: Except as otherwise expressly agreed in
                writing by the Lender, the Chargor shall:

                (a)     upon executing this Share Charge and, in relation to
                        after acquired Charged Property, within 30 Business Days
                        of receipt by the Chargor of the relevant documents of
                        title, deposit with the Lender, and the Lender shall be
                        entitled to retain all stock and share certificates and
                        other documents evidencing, or documents of title
                        relating to, the Charged Property together with stock
                        transfer forms (or equivalent instruments of transfer),
                        with the name of the transferee, the consideration and
                        the date left blank, but otherwise duly completed and
                        executed by the person in whose name such certificate or
                        document is, on the basis that the Lender (or its
                        nominee) shall be entitled to hold such certificates,
                        documents, power off attorney and stock transfer forms
                        (or equivalent instruments of transfer) until the
                        Secured Sums have been irrevocably and unconditionally
                        discharged in full (in accordance with Clause 3.2
                        (Proviso for Redemption)) and shall be entitled at any
                        time to complete (pursuant to its powers in Clause 11
                        (Power of Attorney)) the stock transfer forms (or
                        equivalent instruments of transfer) on behalf of the
                        Lender in favour of itself or such other person as it
                        shall select; and

                (b)     execute and deliver to the Lender such documents and
                        transfers and give such instructions and perform such
                        other acts as the Lender may reasonably require at any
                        time to constitute or perfect an equitable or legal
                        charge (at the Lender's option) over registered
                        Securities or Derivative Assets or a pledge over bearer
                        Securities or Derivative Assets, including any
                        Securities or Derivative Assets which the Chargor elects
                        to hold in any paperless transfer and settlement system
                        or held in a clearing system.

        4.2     VOTING RIGHTS:

                (a)     Unless and until a Default or an Event of Default occurs
                        and is continuing:

                        (i)     all voting and other rights attaching to any
                                Charged Property shall continue to be exercised
                                by the Chargor for so long as it remains the
                                registered owner and the Chargor shall not
                                permit any person other than itself or a
                                reputable paperless transfer and settlement or
                                clearing system, the Lender or the Lender's
                                nominee to be registered as holder of any
                                Charged Property; and

                        (ii)    if Securities charged under this Share Charge
                                are registered in the name of the Lender or its
                                nominee, all voting and other rights attaching
                                to them shall be exercised by the Lender or its
                                nominee



                                       5
<PAGE>   9

                                in accordance with instructions in writing from
                                time to time received from the Chargor;

                        provided that the Chargor shall not exercise such voting
                        rights in a manner which adversely affects the validity
                        or enforceability of the security created by this Share
                        Charge or would result in the Lender or its nominee
                        incurring any cost or expense or being subject to any
                        liability unless previously indemnified to its
                        satisfaction.

                (b)     Unless a Default or an Event of Default occurs and is
                        continuing, the Chargor shall be entitled to receive and
                        retain all dividends, distributions and other monies
                        paid on or derived from the Charged Property.

                (c)     After a Default or an Event of Default occurs and for so
                        long as such an Event of Default is continuing, the
                        Lender shall be entitled to:

                        (i)     receive and retain all dividends, distributions
                                and other monies paid on the Charged Property;
                                and

                        (ii)    exercise or direct the exercise of the voting
                                rights attached to any of the Charged Property
                                in such manner as it considers fit. The Chargor
                                shall after such time:

                                (A)     comply, or procure the compliance, with
                                        any directions of the Lender in respect
                                        of the exercise of the voting rights
                                        attached to such Investments; and

                                (B)     if the Lender so requires by notice to
                                        the Chargor, immediately deliver to the
                                        Lender a form of proxy or other
                                        authority (in each case, in such form as
                                        the Lender shall reasonably require)
                                        appointing such person as the Lender
                                        shall select as proxy of the Chargor or,
                                        as the case may be, its nominee or
                                        otherwise enabling such person as the
                                        Lender shall select to exercise such
                                        voting rights as shall be specified
                                        (whether generally or specifically) in
                                        the relevant notice.

        4.3     PAYMENT OF COSTS ON SECURITIES: The Chargor shall duly and
                promptly pay all costs, instalments or other payments which from
                time to time become due in respect of any Charged Property. In
                the case of any default by the Chargor in this respect the
                Lender may, if it thinks fit, make any such payments on behalf
                of the Chargor, in which event any sums so paid shall be
                reimbursed on demand by the Chargor to the Lender and until
                reimbursed shall bear interest in accordance with Clause 13.3
                (Overdue Amounts) and shall be secured on the Charged Property.

        4.4     COLLECTION OF DISTRIBUTIONS: At any time following the
                registration of the Securities or Derivative Assets in the name
                of the Lender or its nominee in accordance with Clause 4.2(a),
                the Lender shall not be under any duty to ensure



                                       6
<PAGE>   10

                that any dividends, distributions or other monies payable in
                respect of the Securities or Derivative Assets are duly or
                promptly paid or received by it or its nominee, or to verify
                that the correct amounts are paid or received, or to take any
                action in connection with the taking up of any (or any offer of
                any) stocks, shares, rights, monies or other property paid,
                distributed, accruing or offered at any time by way of interest,
                dividend, redemption, bonus, rights, preference, option, warrant
                or otherwise on, or in respect of or in substitution for, any of
                the Securities.

        4.5     MAINTENANCE OF LEGAL VALIDITY: The Chargor shall obtain, comply
                with the terms of and do all that is necessary to maintain in
                full force and effect all authorisations, approvals, licences
                and consents required in or by the laws and regulations of its
                jurisdiction of incorporation and England and Wales to enable it
                lawfully to enter into and perform its obligations under this
                Share Charge and to ensure the legality, validity,
                enforceability or admissibility in evidence in its jurisdiction
                of incorporation and England and Wales of this Share Charge.

5.      NEGATIVE PLEDGE AND OTHER RESTRICTIONS

        The Chargor shall not, without the prior written consent of the Lender
        (save as otherwise permitted by any Loan Document):

        (a)     create, or agree or attempt to create, or permit to arise or
                subsist, any lien of any kind (save for Permitted Liens) or any
                trust over any of the Charged Property;

        (b)     sell, transfer, assign or otherwise dispose of any of the
                Charged Property or the equity of redemption in respect of the
                Charged Property; or

        (c)     do or cause or permit to be done anything which may in any way
                materially depreciate, jeopardise or otherwise materially
                prejudice the market value or collateral value of the Charged
                Property or the rights of the Lender hereunder.

6.      FURTHER ASSURANCE

        To the extent required to comply with the Loan Agreement, the Chargor
        shall, promptly following demand by the Lender in writing, execute and
        deliver to the Lender at the cost of the Chargor and in such form as the
        Lender may reasonably require, such other documents as the Lender may
        reasonably require to secure the payment of the Secured Sums, or to
        perfect or protect this Share Charge or facilitate its realisation or
        the exercise of the Lender's rights thereunder, or following a Default
        or an Event of Default which is continuing, to vest title to any Charged
        Property in itself or its nominee or any purchaser and/or to create a
        legal mortgage over the Securities or Derivative Assets and to register
        such security or title in any applicable register in each case
        consistent with the jurisdiction in which such asset is situate and/or
        to facilitate the realisation of this security or the Lender's rights
        under this Share Charge.



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<PAGE>   11

7.      CONTINUING SECURITY

        7.1     CONTINUING SECURITY: This Share Charge shall be a continuing
                security, notwithstanding any intermediate payment or settlement
                of account or any other matter whatever, and shall be in
                addition to and shall not prejudice or be prejudiced by any
                right of Lien, set-off or other rights exercisable by the Lender
                or the Lender as banker against any Group Company or any Lien,
                guarantee, indemnity and/or negotiable instrument now or in the
                future held by the Lender. The Lender shall not be bound to
                enforce any other Lien before enforcing the security created by
                this Share Charge. Section 93 of the Law of Property Act 1925
                shall not apply to this Share Charge.

        7.2     SUBROGATION: During the continuance of this Share Charge:

                (a)     any rights of the Chargor, by reason of the performance
                        of any of its obligations under this Share Charge, the
                        enforcement of any of the charges contained herein or
                        any action taken pursuant to any rights of any person
                        conferred by or pursuant to this Share Charge or by law
                        (so far as they relate to any of the Charged Property,
                        the Lender as the person entitled to any of the charges
                        contained herein, any receiver or any delegate of the
                        Chargor):

                        (i)     to be indemnified by any person; or

                        (ii)    to prove in respect of any liability in the
                                winding-up of any person; or

                        (iii)   to take the benefit of or enforce any security
                                interest or guarantees or to exercise any rights
                                of contribution,

                        (all such rights the "SUBROGATION RIGHTS") shall be
                        exercised and enforced by the Chargor in such manner and
                        on such terms, and only in such manner and on such
                        terms, as the Lender may require (and, without
                        limitation, the Lender shall be entitled to require the
                        Chargor not to exercise or enforce any Subrogation
                        Rights);

                (b)     any amount received by the Chargor as a result of any
                        exercise of any Subrogation Rights shall be held in
                        trust for and immediately paid to the Lender;

                Provided that no Subrogation Rights shall arise or exist, which
                if they did exist would constitute a right to be indemnified by,
                to prove in the winding-up of, to take the benefit of any Lien
                or guarantee granted by, or to exercise any rights of
                contribution against, KNS Holdings Limited, and the Chargor
                waives all its entitlement and rights to or in respect of any
                such Subrogation Rights.



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<PAGE>   12

8.      POWERS OF SALE

        8.1     STATUTORY POWER OF SALE TO ARISE ON ENFORCEMENT: Section 103 of
                the Law of Property Act 1925 shall not apply to this Share
                Charge, but the statutory power of sale (as varied and extended
                by this Share Charge) shall (as between the Lender and a
                purchaser from the Lender), and the statutory power of
                appointing a receiver of the Charged Property (or the income
                thereof) shall, arise immediately on the execution of this Share
                Charge without the restrictions contained in the Law of Property
                Act 1925 as to the giving of notice or otherwise. However, the
                Lender shall not exercise such powers until the non-payment of
                all or part of the Secured Sums following a demand in accordance
                with the relevant Loan Document or a receiver has been
                appointed, but this provision shall not affect a purchaser or
                require him to ask whether a demand or appointment has been
                made.

        8.2     THIRD PARTIES NOT TO BE CONCERNED WITH VALIDITY OF DEMAND: No
                person dealing in good faith and for value with the Lender, its
                agents or brokers, shall be concerned to enquire whether this
                Share Charge has become enforceable, or whether any power
                exercised or purported to be exercised has become exercisable,
                or whether any Secured Sums remain due upon this Share Charge or
                have been validly demanded, or as to the necessity or expediency
                of any stipulations and conditions subject to which the sale of
                any Charged Property shall be made, or otherwise as to the
                propriety or regularity of the sale of any Charged Property, or
                to see to the application of any money paid to the Lender, or
                its agents or brokers, and each such dealing shall be deemed to
                be within the powers hereby conferred and to be valid and
                effective accordingly.

9.      OPENING OF NEW ACCOUNTS

        9.1     RULING OFF OF ACCOUNTS: On receiving notice that the Chargor has
                encumbered or disposed of any of the Charged Property, the
                Lender may rule off such Chargor's account or accounts and open
                a new account or accounts in the name of the Chargor.

        9.2     CREDITS NOT TO REDUCE INDEBTEDNESS OF CHARGOR: If the Lender
                does not open a new account or accounts immediately on receipt
                of such notice, it shall nevertheless be treated as if it had
                done so at the time when it received such notice and as from
                that time all payments made by the Chargor to the Lender shall
                be treated as having been credited to such new account or
                accounts and shall not operate to reduce the amount owing from
                the Chargor to the Lender at the time when it received such
                notice.

10.     ENFORCEMENT

        10.1    STATUTORY POWERS: The powers conferred on mortgagees or
                receivers by the Law of Property Act 1925 and the Insolvency Act
                1986 shall apply to the security constituted by this Share
                Charge except insofar as they are expressly or impliedly
                excluded and where there is ambiguity or conflict between the
                powers contained



                                       9
<PAGE>   13

                in such statutes, in which case those powers contained in this
                Share Charge shall prevail.

        10.2    LIABILITY OF LENDER: Neither the Lender nor any receiver or
                delegate shall be liable to account as mortgagee in possession
                or otherwise for any money not actually received by it.

        10.3    REDEMPTION OF PRIOR CHARGES: The Lender at any time following
                the security constituted by this Share Charge becoming
                enforceable may redeem any and all prior Liens on or relating to
                the Charged Property or any part thereof or procure the transfer
                of such Liens to itself and may settle and pass the accounts of
                the person or persons entitled to the prior Liens. Any account
                so settled and passed shall be conclusive and binding on the
                Chargor.

        10.4    RIGHTS OF LENDER: All or any of the rights which are conferred
                by this Share Charge (either expressly or impliedly) upon a
                receiver may be exercised after the Share Charge becomes
                enforceable by the Lender irrespective of whether the Lender
                shall have taken possession or appointed a receiver of the
                Charged Property.

11.     POWER OF ATTORNEY

        11.1    POWER OF ATTORNEY: The Chargor by way of security hereby
                irrevocably appoints the Lender (whether or not a receiver has
                been appointed), and any receiver separately, as the attorney of
                the Chargor (with full power to appoint substitutes and to
                delegate), in its name and on its behalf, and as its act and
                deed or otherwise, at any time during the continuance of a
                Default or Event of Default to:

                (a)     execute and deliver and otherwise perfect any agreement,
                        assurance, deed, instrument or document; or

                (b)     perform any act;

                which may be required of the Chargor under this Share Charge, or
                may be deemed necessary by such attorney, acting reasonably, for
                any purpose of this Share Charge or to enhance or perfect the
                security intended to be constituted by it or following a Default
                or an Event of Default, to convey or transfer legal ownership of
                any of the Charged Property (including the completion of the
                stock transfer forms referred to in Clause 4.1 (Deposit of
                Documents)).

        11.2    RATIFICATION: The Chargor undertakes, if so required, to ratify
                and confirm all acts done and transactions entered into by any
                attorney appointed under Clause 11.1 (Power of Attorney) in the
                proper exercise of its powers in accordance with this Share
                Charge.

        11.3    DELEGATION: The Lender may delegate by power of attorney or in
                any other manner all or any of the powers, authorities and
                discretions which are for the time being exercisable by the
                Lender under this Share Charge to any person or persons



                                       10
<PAGE>   14

                which it shall think fit and on such terms and conditions as it
                shall think fit (including power to sub-delegate) without
                liability for any act or omission by such delegate.

12.     APPLICATION OF MONEY RECEIVED

        12.1    APPLICATION OF RECOVERIES: Any money received under the powers
                conferred by this Share Charge shall, subject to the discharge
                of any prior-ranking claims, be paid or applied in the following
                order of priority:

                (a)     in satisfaction of all costs, charges and expenses
                        incurred, and payments made by the Lender in connection
                        with the exercise of its rights under this Share Charge
                        (including any costs, charges and expenses incidental to
                        the appointment of a receiver and the exercise of a
                        receiver's rights and all remuneration payable to a
                        receiver or liabilities of a receiver);

                (b)     in or towards satisfaction of the Secured Sums in the
                        manner applicable under the Subsidiary Loan Documents;
                        and

                (c)     as to the surplus (if any), to the person or persons
                        entitled to it.

        12.2    SUSPENSE ACCOUNT: The Lender may, in its absolute discretion on
                or at any time or times pending the payment to the Lender of the
                whole of the Secured Sums, place and keep to the credit of a
                separate or suspense account, bearing interest, any money
                received, recovered or realised by the Lender by virtue of this
                Share Charge in such manner as the Lender may determine without
                any obligation to apply it in or towards the discharge of any
                Secured Sum. That amount may be kept there (with any interest
                earned being credited to that account) until the Lender is
                satisfied that all the Secured Sums have been discharged in full
                and that all facilities which might give rise to Secured Sums
                have terminated.

13.     COSTS AND INTEREST ON OVERDUE AMOUNTS

        13.1    INDEMNITY: All costs, charges and liabilities (including all
                properly incurred professional fees and disbursements and value
                added tax and/or any similar tax) and all other sums paid or
                incurred by the Lender under or in connection with this Share
                Charge or the Subsidiary Loan Documents, shall be recoverable
                (on a full indemnity basis) as a debt payable on demand from the
                Chargor, may be debited following non-payment of such sum(s) by
                the Chargor when due, or, if relevant, when demanded, without
                notice to any account of the Chargor, shall bear interest in
                accordance with the provisions of the Subsidiary Loan Documents
                and shall be charged on the Charged Property. The Chargor shall
                indemnify the Lender against all properly incurred costs,
                charges and expenses arising out of any proceedings referable to
                the Chargor brought against the Lender or to which the Lender
                may be a party whether as plaintiff or defendant or otherwise
                and which relate to any Charged Property. All amounts paid by
                the Chargor under this Share Charge shall be paid free and clear
                of any deduction or withholding on account of tax or any other
                amount (save to the extent required by law) and free of any
                set-off or



                                       11
<PAGE>   15

                counterclaim or otherwise. If the Chargor is required to make
                any deduction or withholding by law on any sum paid or payable
                by it to the Lender under this Share Charge the sum payable by
                the Chargor in respect of which the deduction or withholding is
                required shall be increased to the extent necessary to ensure
                that the Lender receives on the due date and retains (free of
                any liability in respect of such deduction or withholding) a net
                sum equal to the sum it would have received and retained had no
                such deduction or withholding been required or made.

        13.2    TYPES OF COSTS RECOVERABLE: The costs recoverable by the Lender
                under this Share Charge shall include:

                (a)     all costs properly incurred in preparing and
                        administering this Share Charge or perfecting the
                        security created by it;

                (b)     all costs (whether or not allowable on a taxation by the
                        court) of all proceedings for the enforcement of this
                        Share Charge or for the recovery or attempted recovery
                        of the Secured Sums;

                (c)     all money properly expended and all properly incurred
                        costs arising out of the exercise of any power, right or
                        discretion conferred by this Share Charge; and

                (d)     all costs and losses arising from any default by the
                        Chargor in the payment when due of any Secured Sums or
                        the performance of its obligations under this Share
                        Charge.

        13.3    OVERDUE AMOUNTS: Any overdue amounts secured by this Share
                Charge shall carry interest at the rate and in accordance with
                the terms contained in the Subsidiary Loan Documents in relation
                to overdue sums provided under Section 2.6(c) of the Loan
                Agreement or at such other rate agreed between the Chargor and
                the Lender from time to time. In each case, such interest shall
                accrue on a day to day basis to the date of repayment in full
                and, if unpaid, shall be compounded on the terms so agreed (or
                in the absence of such agreed terms with monthly rests on the
                Lender's usual monthly interest days). Interest shall continue
                to be charged and compounded on this basis after as well as
                before any demand or judgment.

        13.4    CURRENCY INDEMNITY:

                (a)     Moneys received or held by the Lender pursuant to this
                        Share Charge may, from time to time after demand has
                        been made, be converted into such currency as the Lender
                        considers necessary or desirable to discharge the
                        Secured Sums in that currency at such rate of exchange
                        as may be applicable under the Loan Agreement or, if
                        there is none, the prevailing spot rate of exchange of
                        Wells Fargo Bank, N.A. or any successor thereto (as
                        conclusively determined by the Lender in accordance with
                        the Loan Agreement) for purchasing the currency to be
                        acquired with the existing currency.



                                       12
<PAGE>   16

                (b)     No payment to the Lender (whether under any judgment or
                        court order or otherwise) shall discharge the obligation
                        or liability in respect of which it was made unless and
                        until the Lender shall have received payment in full in
                        the currency in which such obligation or liability was
                        incurred, and to the extent that the amount of any such
                        payment shall on actual conversion into such currency
                        fall short of such obligation or liability expressed in
                        that currency, the Lender shall have a further separate
                        cause of action against the Chargor and shall be
                        entitled to enforce this security to recover the amount
                        of the shortfall.

                To the extent that the amount of any such payment shall on
                actual conversion into such currency exceed such obligation or
                liability expressed in that currency, the Lender shall repay
                that excess to the Chargor.

14.     SET-OFF

        (a)     The Lender may at any time or times during the continuance of a
                Default or an Event of Default retain any money standing to the
                credit of the Chargor in any currency upon any account or
                otherwise (in any country and whether or not in the Chargor's
                name) as cover for any Secured Sums and at any time after a
                Default or an Event of Default without notice to the Chargor,
                and may set off, combine and/or consolidate all or any of such
                money with all or such part of the Secured Sums as the Lender
                may select (whether presently payable or not), and purchase with
                any such money any other currency required to effect such
                combination.

        (b)     The Chargor irrevocably authorises the Lender in its name and at
                its expense to perform such acts and sign such documents as may
                be required to give effect to any set-off or transfer pursuant
                to Clause 14(a), including the purchase with the money standing
                to the credit of any such account of such other currencies as
                may be necessary to effect such set off or transfer.

        (c)     The foregoing provisions of this clause shall be in addition to
                and without prejudice to such rights of set off, combination,
                consolidation, lien and other rights whatsoever conferred on the
                Lender by law.

15.     TRANSFER

        The Lender may transfer all or any part of its rights in relation to
        this Share Charge and the Secured Sums or otherwise grant an interest in
        them to any person to which they are entitled to make such a transfer
        under the Loan Agreement.

16.     DISCLOSURE

        The Chargor irrevocably authorises the Lender, at its discretion, at any
        time or from time to time, to disclose any information concerning the
        Chargor, this Share Charge and the Secured Sums to any prospective
        transferee or grantee referred to in Clause 15 (Transfer), subject to
        such person undertaking to the Chargor, in manner, form and substance
        reasonably satisfactory to such Chargor, to keep such information
        confidential. Both



                                       13
<PAGE>   17

        Lender and any prospective transferee or grantee shall be entitled to
        diclose such information to their professional advisers.

        The above authority is without prejudice to any obligation of the Lender
        to make disclosure imposed by law.

17.     FORBEARANCE AND SEVERABILITY

        17.1    NO WAIVERS: All rights, powers and privileges under this Share
                Charge shall continue in full force and effect, regardless of
                the Lender exercising, delaying in exercising or omitting to
                exercise any of them.

        17.2    INVALIDITY AND SEVERABILITY:

                (a)     None of the covenants and guarantees given and none of
                        the charges created by the Chargor under this Share
                        Charge shall be avoided or invalidated by reason only of
                        one other or more of such covenants, guarantees or
                        charges being invalid or unenforceable.

                (b)     Any provision of this Share Charge which for any reason
                        is or becomes illegal, invalid or unenforceable shall be
                        ineffective only to the extent of such illegality,
                        invalidity and unenforceability, without invalidating
                        the remaining provisions of this Share Charge or the
                        effectiveness of any provisions of this Share Charge
                        under the laws of any jurisdiction.

18.     VARIATIONS AND CONSENTS

        18.1    VARIATIONS IN WRITING: No variation of this Share Charge shall
                be considered valid and as constituting part of this Share
                Charge, unless such variation shall have been made in writing
                and signed by the Lender and the Chargor.

        18.2    VARIATION: The expression "variation" shall include any
                variation, supplement, extension, deletion or replacement
                however effected.

        18.3    CONDITIONAL CONSENTS: Save as otherwise expressly specified in
                this Share Charge or the Loan Agreement, any consent of the
                Lender may be given absolutely or on any terms and subject to
                any conditions as the Lender may determine in its entire
                discretion.

19.     SERVICE OF DEMANDS AND NOTICES

        19.1    NOTICES TO THE CHARGOR: A demand for payment or any other
                communication to be given to the Chargor under this Share Charge
                may be made or given by any manager or officer of the Lender and
                must be in writing addressed to the Chargor served on it at the
                address for service of the Chargor stated in the Second
                Schedule, or to the address last notified to the Lender by the
                Chargor, or by facsimile transmission to the facsimile number
                stated in the Second Schedule, or



                                       14
<PAGE>   18

                to the facsimile number last notified to the Lender by the
                Chargor or by any other form of electronic communication which
                may be available.

        19.2    NOTICES TO LENDER: Any communication to be given to the Lender
                under this Share Charge must be given to the Lender in writing
                served on it at 2450 Colorado Avenue, Suite 3000 West, Santa
                Monica, Los Angeles California 90404 USA (marked for the
                attention of Business Finance Division Manager) or by facsimile
                to facsimile number 00 1 310 453 7413 or the address or
                facsimile number last notified to the Chargor by the Lender in
                writing.

        19.3    DEEMED SERVICE: A notice or demand shall be deemed to be duly
                served on the Chargor:

                (a)     if delivered by hand, at the time of actual delivery;

                (b)     if transmitted by facsimile, at the time the facsimile
                        transmission report (or other appropriate evidence)
                        confirming that the facsimile has been transmitted to
                        the addressee is received by the sender; or

                (c)     if sent by first class prepaid post, at noon on the
                        third Business Day (or if sent by airmail, the fifth
                        Business Day) following the day of posting and shall be
                        effective even if it is misdelivered or returned
                        undelivered;

                provided that, where delivery or transmission occurs after 6.00
                pm in the place of delivery on a Business Day or on a day which
                is not a Business Day, service shall be deemed to occur at 9.00
                am in the place of delivery on the next Business Day.

                In proving such service, it shall be sufficient to prove that
                personal delivery was made or that the envelope containing the
                communication was correctly addressed and posted or that a
                facsimile transmission report (or other appropriate evidence)
                was obtained that the facsimile had been transmitted to the
                addressee.

        19.4    SERVICE ON LENDER: Any communication to the Lender shall be
                deemed to have been given only on actual receipt by it.

20.     COUNTERPARTS

        This Share Charge may be executed by the parties in any number of
        copies, all of which taken together shall constitute a single Share
        Charge.

21.     ADJUSTMENT OF ACCOUNT

        If the statement of account between the Lender and the Chargor by
        reference to which any Secured Sums are calculated for the purposes of
        this Share Charge requires adjustment at any time because of any claim
        made against the Lender by an officeholder (within the meaning of
        Section 234 of the Insolvency Act 1986) then, notwithstanding any other
        provision of this Share Charge:



                                       15
<PAGE>   19

        (a)     the Chargor's liability to the Lender will be correspondingly
                adjusted;

        (b)     the Lender may treat any release or settlement made by it with
                the Chargor before any such adjustment is required as being of
                no effect; and

        (c)     the Lender may recover from the Chargor such sum as will place
                the Lender in the same position as if such release or settlement
                had not been made.

        If any claim is made against the Lender under any insolvency law with
        reference to this Share Charge, the Lender may agree the claim or settle
        it on any terms it chooses without asking for the Chargor's agreement.
        If the Lender does agree or settle such claim, the Chargor will be
        liable under this Share Charge as if a court order had been made
        containing the terms which the Lender agreed or settled. The Chargor
        will be responsible for all costs and expenses which the Lender properly
        incur in defending such a claim.

22.     REPRESENTATIONS AND WARRANTIES

        22.1    REPRESENTATIONS AND WARRANTIES: The Chargor represents and
                warrants to the Lender that:

        (a)     the Chargor is the sole, absolute and beneficial owner of the
                Charged Property, that no person save the Chargor has any right
                or interest of any sort whatsoever in or to the Charged Property
                and that there are no agreements or arrangements (including any
                restrictions on transfer or rights of pre-emption) affecting the
                Charged Property which would in any way fetter the rights of the
                Chargor under this Share Charge;

        (b)     the Securities are duly authorised, validly issued and fully
                paid and there are no monies or liabilities outstanding in
                respect of any of the Securities;

        (c)     the Securities constitute 65% of the entire issued ordinary
                share capital of KNS Holdings Limited, and constitute 65% of all
                of the shares in KNS Holdings Limited owned legally or
                beneficially by the Chargor;

        (c)     the transfer of the Securities or the charge over the
                Securities, each as contemplated by this Share Charge, is not
                prohibited by the constitutional documents of the Chargor;

        (d)     the Chargor is validly incorporated under the laws of the state
                of Delaware, USA and has the power and authority to enter into,
                perform and deliver this Share Charge and the arrangements
                contemplated hereby;

        (e)     this Share Charge constitutes its legal, valid and binding
                obligations, enforceable (subject to the paragraph below) in
                accordance with its terms;

        (f)     in any proceedings taken in its jurisdiction of incorporation in
                relation to this Share Charge, the choice of English law as the
                governing law of this Share Charge and any judgment obtained in
                England will be recognised and enforced;



                                       16
<PAGE>   20

        (g)     the Chargor has not taken any corporate action nor have any
                other steps been taken or legal proceedings been started or (to
                the best of its knowledge and belief) threatened against it for
                its winding-up, dissolution, administration or re-organisation
                or for the appointment of a receiver, administrator,
                administrative receiver, trustee or similar officer of it or of
                any or all of its assets or revenues;

        (h)     its execution of this Share Charge and exercise of its rights
                and performance of its obligations hereunder will not result in
                the existence of nor oblige it to create any Lien over all or
                any of its present or future revenues or assets otherwise than
                as contemplated hereby; and

        (i)     its execution of this Share Charge constitutes, and its exercise
                of its rights and performance of its obligations hereunder will
                constitute, private and commercial acts done and performed for
                private and commercial purposes.

        22.2    TIMES OF MAKING REPRESENTATIONS AND WARRANTIES: The
                representations and warranties set out in Clause 22.1
                (Representations and Warranties):

                (a)     will survive the execution of each Loan Document and
                        each drawdown under the Loan Agreement; and

                (b)     are made on the date hereof and are deemed to be
                        repeated in accordance with Section 3.3(a) (Conditions
                        Precedent to all Extensions of Credit) of the Loan
                        Agreement with reference to the facts and circumstances
                        then existing.



23.     GOVERNING LAW AND SUBMISSION TO JURISDICTION

        23.1    GOVERNING LAW: Any dispute, controversy, proceedings or claim of
                whatever nature arising out of or relating to, or breach of,
                this Share Charge shall be governed by and this Share Charge
                shall be construed in all respects in accordance with English
                law.

        23.2    SUBMISSION TO JURISDICTION:

                (a)     The Chargor irrevocably submits for the benefit of the
                        Lender to the non-exclusive jurisdiction of the courts
                        of England for the purpose of hearing and determining
                        any proceedings arising out of this Share Charge.

                (b)     The Chargor hereby designates, appoints and empowers
                        FutureLink Europe Limited at The Chestnuts, 2 Old Bath
                        Road, Newbury, Berkshire RG14 1QL, (or such other
                        address in England as it may notify to the Lender),
                        marked for the attention of the company secretary, as
                        its process service agent to accept service of process
                        in England in any proceedings, and agrees that failure
                        by such agent to give notice of such service of process
                        to the Chargor shall not impair or affect the validity
                        of such



                                       17
<PAGE>   21

                        service or any judgment based on it. If the appointment
                        ceases to be effective in respect of the Chargor, the
                        Chargor shall immediately appoint a further person in
                        England to accept service of process on its behalf in
                        England and, if it fails to make such appointment within
                        15 days, the Lender shall be entitled to appoint such
                        person by notice to the Chargor.

                (c)     The Chargor irrevocably agrees not to claim that any
                        such court is not a convenient or appropriate forum and
                        agrees that a judgment in proceedings brought in such
                        courts shall be conclusive and binding upon them and may
                        be enforced in any other jurisdiction.



        23.3    FREEDOM OF CHOICE: The submission to the jurisdiction of the
                courts referred to in Clause 23.2 (Submission to Jurisdiction)
                shall not (and shall not be construed so as to) limit the right
                of the Lender to take proceedings against the Chargor in the
                courts of any country in which the Chargor has assets or in any
                other court of competent jurisdiction nor shall the taking of
                proceedings in any one or more jurisdictions preclude the taking
                of proceedings in any other jurisdiction (whether concurrently
                or not) if and to the extent permitted by applicable law.

        23.4    TRIAL BY JURY: Each of the parties to this Share Charge waives
                trial by jury in any proceedings arising out of or related to
                this Share Charge whether arising before or at any time after
                the date of this Share Charge.

24.     THIRD PARTIES

        Save as expressly provided herein, a person who is not a party to this
        Share Charge has no right under the Contracts (Rights of Third Parties)
        Act 1999 to enforce or enjoy the benefit of this Share Charge.

THIS SHARE CHARGE has been executed by the Chargor as a Deed and signed by the
Lender but shall only be treated as having been executed and delivered to take
effect on the day and year first above written.



                                       18
<PAGE>   22

                               THE FIRST SCHEDULE


                                   SECURITIES


13,371,428 ordinary shares of nominal value L0.01 each of KNS Holdings Limited
(a company incorporated under the laws of England and Wales and registered with
company number 3471603).



                                       19
<PAGE>   23

                               THE SECOND SCHEDULE


                                   THE CHARGOR


<TABLE>
<CAPTION>
NAME OF CHARGOR    CHIEF EXECUTIVE OFFICE               ADDRESS FOR SERVICE AND FAX OR TELEX NUMBER
---------------    ---------------------------------    -------------------------------------------
<S>                <C>                                  <C>
Futurelink Corp    2 South Point Drive, Lake Forest,    Attention: Ross Vincenti
                   California 92630                     FuturelLink Corp.
                                                        2 South Point Drive
                                                        Lake Forest
                                                        California 92630

                                                        Facsimile: 949 672 3117
                                                        address and fax number
                                                        for service in the United Kingdom:
                                                        c/o Company Secretary/Chief Financial
                                                        Officer
                                                        c/o FutureLink Europe Limited
                                                        The Chestnuts
                                                        2 Old Bath Road
                                                        Newbury
                                                        Berkshire RG14 1QL
</TABLE>



                                       20
<PAGE>   24

CHARGOR

EXECUTED and DELIVERED as a             )
Deed by FUTURELINK CORP.                )
(pursuant to a resolution of its board  )
of directors) acting by:                )

                                        /s/ COREY E. FISCHER
                                       -----------------------------------------
                                       (Authorised Officer)


                                       -----------------------------------------
                                       (Authorised Officer)



LENDER

SIGNED by                               )
for and on behalf of                    )
FOOTHILL CAPITAL                        )
CORPORATION as Lender                   )

                                        /s/ WILLIAM SHIAO
                                       -----------------------------------------
                                       (Authorised Officer)



                                       21