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                                                                     EXHIBIT 2.4

                             STOCK PLEDGE AGREEMENT

      THIS STOCK PLEDGE AGREEMENT (this "Agreement") is made as of July __,
2004, by XOOM CORPORATION, a California corporation (herein called "Debtor"), in
favor of WORDQUEST NETWORKS, INC., a Delaware corporation (herein called
"Secured Party").

                                R E C I T A L S:

      Debtor has executed in favor of Secured Party that certain promissory note
of even date herewith, payable to the order of Secured Party in the aggregate
original principal amount of $700,000 (such promissory note, as from time to
time amended, and any promissory note given in substitution, renewal or
extension therefor or thereof, in whole or in part, being herein called the
"Note").

      The Note was executed as partial consideration for the purchase by Debtor
from Secured Party and WQN Mercury, Inc., a Delaware corporation and a
wholly-owned subsidiary of Secured Party ("WQN"), of all of the issued and
outstanding capital stock, par value $0.01 per share (the "Stock") of
buyindiaonline.com Inc. d/b/a Cash 2, a Delaware corporation (the "Target"),
pursuant to that certain Stock Purchase Agreement by and among Debtor, Secured
Party and WQN, dated as of July ___, 2004 (the "Purchase Agreement").

      It is a condition precedent to the closing of the Purchase Agreement that
Debtor shall execute and deliver this Agreement to Secured Party.

      Now, therefore, in consideration of the premises, of the benefits that
will inure to Debtor from Secured Party's acceptance of the Note, and of Ten
Dollars and other good and valuable consideration, the receipt and sufficiency
of all of which are hereby acknowledged, and in order to induce Secured Party to
accept the Note and to consummate the transactions contemplated by the Purchase
Agreement, Debtor hereby agrees with Secured Party as follows:

                                   AGREEMENTS

                     ARTICLE I -- Definitions and References

      Section 1.1. General Definitions. As used herein, the terms "Agreement",
"Debtor", "Secured Party", "Note", "WQN," "Stock," "Target" and "Purchase
Agreement" shall have the meanings indicated above, and the following terms
shall have the following meanings:

      "Collateral" means all property, of whatever type, which is described in
Section 2.1 as being at any time subject to a security interest granted
hereunder to Secured Party.

      "Default" means any event or condition that constitutes an Event of
Default or that upon notice, lapse of time or both would, unless cured or
waived, become an Event of Default.

      "Lien" means any lien, charge, mortgage, option, security interest,
restriction or other encumbrance affecting title.

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      "Obligation Documents" means the Note and all other documents and
instruments under, by reason of which, or pursuant to which any or all of the
Secured Obligations are evidenced, governed, secured, guarantied, and all other
agreements, certificates, and other documents, instruments and writings
hereafter delivered in connection herewith or therewith.

      "Other Liable Party" means any Person, other than Debtor, who may now or
may at any time hereafter be primarily or secondarily liable for any of the
Secured Obligations or who may now or may at any time hereafter have granted to
Secured Party a Lien upon any property as security for the Secured Obligations.

      "Person" means an individual, a partnership, a corporation, an
association, a joint stock company, a trust, a joint venture, an unincorporated
organization, or a governmental entity (or any department, agency, or political
subdivision thereof).

      "Pledged Shares" has the meaning given it in Section 2.1(a).

      "Secured Obligations" has the meaning given it in Section 2.2.

      "Securities Act" has the meaning given it in Section 4.9(a).

      "UCC" means the Uniform Commercial Code in effect in the State of Texas on
the date hereof.

      Section 1.2. Incorporation of Other Definitions. Reference is hereby made
to the Note for a statement of the terms thereof. All capitalized terms used in
this Agreement which are defined in the Note and not otherwise defined herein
shall have the same meanings herein as set forth therein. All terms used in this
Agreement which are defined in the UCC and not otherwise defined herein or in
the Note shall have the same meanings herein as set forth therein, except where
the context otherwise requires.

      Section 1.3. Attachments. All exhibits or schedules which may be attached
to this Agreement are a part hereof for all purposes.

      Section 1.4. Amendment of Defined Instruments. Unless the context
otherwise requires or unless otherwise provided herein, references in this
Agreement to a particular agreement, instrument or document (including, but not
limited to, references in Section 2.1) also refer to and include all renewals,
extensions, amendments, modifications, supplements or restatements of any such
agreement, instrument or document, provided that nothing contained in this
Section shall be construed to authorize any Person to execute or enter into any
such renewal, extension, amendment, modification, supplement or restatement.

      Section 1.5. References and Titles. All references in this Agreement to
Exhibits, Articles, Sections, subsections, and other subdivisions refer to the
Exhibits, Articles, Sections, subsections and other subdivisions of this
Agreement unless expressly provided otherwise. Titles appearing at the beginning
of any subdivision are for convenience only and do not constitute any part of
any such subdivision and shall be disregarded in construing the language
contained in this Agreement. The words "this Agreement", "herein", "hereof",
"hereby", "hereunder" and words of similar import refer to this Agreement as a
whole and not to any

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particular subdivision unless expressly so limited. The
phrases "this Section" and "this subsection" and similar phrases refer only to
the Sections or subsections hereof in which the phrase occurs. The word "or" is
not exclusive, and the word "including" (in all of its forms) means "including
without limitation". Pronouns in masculine, feminine and neuter gender shall be
construed to include any other gender, and words in the singular form shall be
construed to include the plural and vice versa unless the context otherwise
requires.

                         ARTICLE II -- Security Interest

      Section 2.1. Grant of Security Interest. As collateral security for all of
the Secured Obligations, Debtor hereby pledges and assigns to Secured Party and
grants to Secured Party a continuing security interest in and to all right,
title and interest of the following:

      (a) Pledged Shares. All of the following, whether now or hereafter
existing, which are owned by Debtor or in which Debtor otherwise has any rights:
all shares of Stock of the Target, all certificates representing the Stock, all
options and other rights, contractual or otherwise, at any time existing with
respect to such Stock, and all dividends, cash, instruments and other property
now or hereafter received, receivable or otherwise distributed in respect of or
in exchange for any or all of such Stock (any and all such Stock, certificates,
options, rights, dividends, cash, instruments and other property being herein
called the "Pledged Shares").

      (b) Proceeds. All proceeds of any and all of the foregoing Pledged Shares.

In each case, the foregoing shall be covered by this Agreement, whether Debtor's
ownership or other rights therein are presently held or hereafter acquired and
however Debtor's interests therein may arise or appear (whether by ownership,
security interest, claim or otherwise).

      Section 2.2. Secured Obligations Secured. The security interest created
hereby in the Collateral constitutes continuing collateral security for all of
the following obligations, indebtedness and liabilities, whether now existing or
hereafter incurred or arising:

      (a) Indebtedness. The payment by Debtor, as and when due and payable, of
all amounts from time to time owing by Debtor under or in respect of the Note or
any of the other Obligation Documents and the due performance by Debtor of all
of its obligations under the Note or any of the other Obligation Documents.

      (b) Renewals. All renewals, extensions, amendments, modifications,
supplements, or restatements of or substitutions for any of the foregoing.

      As used herein, the term "Secured Obligations" refers to all present and
future indebtedness, obligations and liabilities described in clauses (a) and
(b) of this Section 2.2, including any interest which accrues after the
commencement of any case, proceeding, or other action relating to the
bankruptcy, insolvency, or reorganization of Debtor. Debtor hereby acknowledges
that the Secured Obligations are owed to the Secured Party and that the Secured
Party is entitled to the benefits of the Liens given under this Agreement.

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            ARTICLE III -- Representations, Warranties and Covenants

      Section 3.1. Representations and Warranties. Debtor hereby represents and
warrants to Secured Party as follows:

      (a) Security Interest. Debtor has and will have at all times full right,
power and authority to grant a security interest in the Collateral to Secured
Party as provided herein, free and clear of any Lien, adverse claim, or
encumbrance. This Agreement creates a valid and binding first priority security
interest in favor of Secured Party in the Collateral, which security interest
secures all of the Secured Obligations.

      (b) Perfection. The taking possession by Secured Party of all
certificates, instruments and cash constituting Collateral from time to time and
the filing of financing statements with the Secretary of State (or equivalent
governmental official) of the State in which Debtor is organized will perfect,
and establish the first priority of, Secured Party's security interest hereunder
in the Collateral securing the Secured Obligations. No further or subsequent
filing, recording, registration, other public notice or other action is
necessary or desirable to perfect or otherwise continue, preserve or protect
such security interest except (i) for continuation statements described in UCC
Section 9.515(d), (ii) for filings required to be filed in the event of a change
in the name, identity, or corporate structure of Debtor, or (iii) in the event
any financing statement filed by Secured Party relating hereto otherwise becomes
inaccurate or incomplete.

      (c) Pledged Shares. Debtor has delivered to Secured Party all certificates
evidencing Pledged Shares. All such certificates are valid and genuine and have
not been altered by Debtor. To the knowledge of Debtor, no restrictions or
conditions exist with respect to the transfer, voting or capital of any Pledged
Shares

      Section 3.2. Covenants. Unless Secured Party shall otherwise consent in
writing, Debtor will at all times comply with the covenants contained in this
Section 3.2 so long as the Note is outstanding.

      (a) Delivery of Pledged Shares. All instruments, certificates, and
writings evidencing the Pledged Shares shall be delivered to Secured Party on or
prior to the execution and delivery of this Agreement. All other certificates,
instruments, or writings hereafter evidencing or constituting Pledged Shares,
and all amendments or supplements to the articles of incorporation or bylaws of
the Target (whether or not authorized hereunder), shall be delivered to Secured
Party promptly upon the receipt thereof by or on behalf of Debtor. All such
Pledged Shares shall be held by or on behalf of Secured Party pursuant hereto
and shall be delivered in suitable form for transfer by delivery with any
necessary endorsement or shall be accompanied by fully executed instruments of
transfer or assignment in blank, all in form and substance satisfactory to
Secured Party.

      (b) Proceeds of Pledged Shares. If Debtor shall receive, by virtue of its
being or having been an owner of any Pledged Shares, any (i) stock certificate
(including any certificate representing a stock dividend or distribution in
connection with any increase or reduction of capital, reorganization,
reclassification, merger, consolidation, sale of assets, combination of shares,
stock split, spinoff or split-off), promissory note or other instrument or
writing; (ii) option

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or right, whether as an addition to, substitution for, or in exchange for, any
Pledged Shares, or otherwise; (iii) dividends payable in cash (except such
dividends permitted to be retained by Debtor pursuant to Section 4.8 hereof) or
in securities or other property, or (iv) dividends or other distributions in
connection with a partial or total liquidation or dissolution or in connection
with a reduction of capital, capital surplus or paid-in surplus, Debtor shall
receive the same in trust for the benefit of Secured Party, shall segregate it
from Debtor's other property, and shall promptly deliver it to Secured Party in
the exact form received, with any necessary endorsement or appropriate stock
powers duly executed in blank, to be held by Secured Party as Collateral.

      (c) Status of Pledged Shares. The certificates evidencing the Pledged
Shares shall at all times be valid and genuine and shall not be altered by
Debtor. The Pledged Shares at all times shall be duly authorized, validly
issued, fully paid, and non-assessable, and shall not be issued in violation of
the pre-emptive rights of any Person or of any agreement by which Debtor or the
Target is bound and shall not be subject to any restrictions with respect to
transfer, voting or capital of such Pledged Shares.

      (d) Dilution of Shareholdings. Debtor will not permit the issuance of (i)
any additional shares of any class of capital stock of the Target (unless
immediately upon issuance the same are pledged and delivered to Secured Party
pursuant to the terms hereof to the extent necessary to give Secured Party a
first priority security interest after such issue in at least the same
percentage of the Target's outstanding shares as Debtor had before such issue),
(ii) any securities convertible voluntarily by the holder thereof or
automatically upon the occurrence or non-occurrence of any event or condition
into, or exchangeable for, any such shares of capital stock, or (iii) any
warrants, options, contracts or other commitments entitling any Person to
purchase or otherwise acquire any such shares of capital stock not outstanding
as of the date of this Agreement.

      (e) Restrictions on Pledged Shares. Debtor will not enter into any
agreement creating, or otherwise permit to exist, any restriction or condition
upon the transfer, voting or control of any Pledged Shares.

                ARTICLE IV -- Remedies, Powers and Authorizations

      Section 4.1. Provisions Concerning the Collateral.

      (a) Additional Filings. Debtor hereby authorizes Secured Party to file,
without the signature of Debtor where permitted by law, one or more financing or
continuation statements, and amendments thereto, covering or otherwise relating
to the Collateral. Debtor further agrees that a carbon, photographic or other
reproduction of this Security Agreement or of any financing statement describing
any Collateral is sufficient as a financing statement and may be filed in any
jurisdiction by Secured Party.

      (b) Power of Attorney. Debtor hereby irrevocably appoints Secured Party as
Debtor's attorney-in-fact and proxy, with full authority in the place and stead
of Debtor and in the name of Debtor or otherwise, from time to time in Secured
Party's discretion, to take any action, and to execute or indorse any
instrument, certificate or notice that Secured Party may deem necessary or
advisable to accomplish the purposes of this Agreement including any action or
instrument: (i)

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to request or instruct the Target (and each registrar, transfer agent, or
similar Person acting on behalf of the Target) to register the pledge or
transfer of the Collateral to Secured Party in the stock ledger or the corporate
books of the Target; (ii) to otherwise give notification to the Target and any
registrar, transfer agent, financial intermediary, or other Person of Secured
Party's security interests hereunder; (iii) to ask, demand, collect, sue for,
recover, compound, receive and give acquittance and receipts for moneys due and
to become due under or in respect of any of the Collateral; (iv) to receive,
indorse and collect any drafts or other instruments or documents; (v) to enforce
any obligations included among the Collateral; and (vi) to file any claims or
take any action or institute any proceedings which Secured Party may deem
necessary or desirable for the collection of any of the Collateral or otherwise
to enforce, perfect, or establish the priority of the rights of Secured Party
with respect to any of the Collateral. Debtor hereby acknowledges that such
power of attorney and proxy are coupled with an interest, and are irrevocable.
Secured Party agrees not to exercise any of the powers granted to it in this
Section 4.1(b) unless and until an Event of Default has occurred and is
continuing.

      (c) Performance by Secured Party. If Debtor fails to perform any agreement
or obligation contained herein, Secured Party may itself perform, or cause
performance of, such agreement or obligation, and the expenses of Secured Party
incurred in connection therewith shall be payable by Debtor under Section 4.5.

      (d) Collection Rights. Secured Party shall have the right at any time
after the occurrence and during the continuance of an Event of Default to notify
(or require Debtor to notify) any or all Persons (including the Target)
obligated to make payments that are included among the Collateral (whether
accounts, general intangibles, dividends, or otherwise) of the assignment
thereof to Secured Party under this Agreement and to direct Debtor to make
payment of all amounts due or to become due to Debtor thereunder directly to
Secured Party and, upon such notification and at the expense of Debtor and to
the extent permitted by law, to enforce collection thereof and to adjust, settle
or compromise the amount or payment thereof, in the same manner and to the same
extent as Debtor could have done. After Debtor receives notice that Secured
Party has given (and after Secured Party has required Debtor to give) any notice
referred to above in this subsection:

            (i)   all amounts and proceeds (including instruments and writings)
      received by Debtor in respect of such rights to payments, accounts, or
      general intangibles shall be received in trust for the benefit of Secured
      Party hereunder, shall be segregated from other funds of Debtor and shall
      be forthwith paid over to Secured Party in the same form as so received
      (with any necessary endorsement) to be, at Secured Party's discretion,
      either (A) held as cash collateral and released to Debtor upon the remedy
      of all Defaults or Events of Default, or (B) if any Event of Default shall
      have occurred and be continuing, applied as specified in Section 4.3, and

            (ii)  Debtor will not adjust, settle or compromise the amount or
      payment of any such account or general intangible or release wholly or
      partly any account debtor or obligor thereof (including the Target) or
      allow any credit or discount thereon.

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      Section 4.2. Event of Default Remedies. If an Event of Default shall have
occurred and be continuing, Secured Party may from time to time in its
discretion, without limitation and without notice except as expressly provided
below:

      (a) exercise in respect of the Collateral, in addition to any other rights
and remedies provided for herein, under any other Obligation Document or
otherwise available to it, all the rights and remedies of a secured party on
default under the UCC (whether or not the UCC applies to the affected
Collateral);

      (b) require Debtor to, and Debtor hereby agrees that it will at its
expense and upon request of Secured Party, promptly assemble all books, records
and information of Debtor relating to the Collateral at a place to be designated
by Secured Party which is reasonably convenient to both parties;

      (c) reduce its claim to judgment or foreclose or otherwise enforce, in
whole or in part, the security interest created hereby by any available judicial
procedure;

      (d) dispose of, at its office, on the premises of Debtor or elsewhere, all
or any part of the Collateral, as a unit or in parcels, by public or private
proceedings, and by way of one or more contracts (it being agreed that the sale
of any part of the Collateral shall not exhaust Secured Party's power of sale,
but sales may be made from time to time, and at any time, until all of the
Collateral has been sold or until the Secured Obligations have been paid and
performed in full), and at any such sale it shall not be necessary to exhibit
any of the Collateral;

      (e) buy the Collateral, or any part thereof, at any public sale;

      (f) buy the Collateral, or any part thereof, at any private sale if the
Collateral is of a type customarily sold in a recognized market or is of a type
which is the subject of widely distributed standard price quotations; and

      (g) apply by appropriate judicial proceedings for appointment of a
receiver for the Collateral, or any part thereof, and Debtor hereby consents to
any such appointment.

Debtor agrees that, to the extent notice of sale shall be required by law, at
least ten (10) days' notice to Debtor of the time and place of any public sale
or the time after which any private sale is to be made shall constitute
reasonable notification. Secured Party shall not be obligated to make any sale
of Collateral regardless of notice of sale having been given. Secured Party may
adjourn any public or private sale from time to time by announcement at the time
and place fixed therefor, and such sale may, without further notice, be made at
the time and place to which it was so adjourned.

      Section 4.3. Application of Proceeds. If any Event of Default shall have
occurred and be continuing, Secured Party may in its discretion apply any cash
held by Secured Party as Collateral, and any cash proceeds received by Secured
Party in respect of any sale of, collection from, or other realization upon all
or any part of the Collateral, to any or all of the following in such order as
Secured Party may elect:

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      (a) To the repayment of all costs and expenses, including reasonable
attorneys' fees and legal expenses, incurred by Secured Party in connection with
(i) the administration of this Agreement, (ii) the custody, preservation, use or
operation of, or the sale of, collection from, or other realization upon, any
Collateral, (iii) the exercise or enforcement of any of the rights of Secured
Party hereunder, or (iv) the failure of Debtor to perform or observe any of the
provisions hereof;

      (b) To the payment or other satisfaction of any Liens, encumbrances, or
adverse claims upon or against any of the Collateral;

      (c) To the reimbursement of Secured Party for the amount of any
obligations of Debtor or any Other Liable Party paid or discharged by Secured
Party pursuant to the provisions of this Agreement or the other Obligation
Documents, and of any expenses of Secured Party payable by Debtor hereunder or
under the other Obligation Documents;

      (d) To the satisfaction of any Secured Obligations;

      (e) To the payment of any other amounts required by applicable law
(including any provision of the UCC); and

      (f) By delivery to Debtor or to whomever shall be lawfully entitled to
receive the same or as a court of competent jurisdiction shall direct.

      The Secured Party shall pay to Debtor any surplus remaining after the
application of the cash or cash proceeds as provided above.

      Section 4.4. Deficiency. In the event that the proceeds of any sale,
collection or realization of or upon Collateral by Secured Party are
insufficient to pay all Secured Obligations and any other amounts to which
Secured Party is legally entitled, Debtor shall be liable for the deficiency,
together with interest thereon as provided in the Note upon an Event of Default
or at such other rate as shall be fixed by applicable law, together with the
costs of collection and the reasonable fees of any attorneys employed by Secured
Party to collect such deficiency.

      Section 4.5. Indemnity and Expenses.

      (a) Debtor will indemnify Secured Party from and against any and all
claims, losses and liabilities growing out of or resulting from this Agreement
(including enforcement of this Agreement), WHETHER OR NOT SUCH CLAIMS, LOSSES
AND LIABILITIES ARE CAUSED BY OR ARISE OUT OF SUCH INDEMNIFIED PARTY'S OWN
NEGLIGENCE, except to the extent such claims, losses or liabilities are
proximately caused by such indemnified party's individual gross negligence or
willful misconduct.

      (b) Debtor will upon demand pay to Secured Party the amount of any and all
costs and expenses, including the reasonable fees and disbursements of Secured
Party's counsel and of any experts and agents, which Secured Party may incur in
connection with (i) the perfection and preservation of the security interest
created under this Agreement, (ii) the administration of this Agreement; (iii)
the custody, preservation, use or operation of, or the sale of, collection from,
or other realization upon, any Collateral; (iv) the exercise or enforcement of
any of the rights of

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Secured Party hereunder; or (v) the failure by Debtor to perform or observe any
of the provisions hereof, except expenses resulting from Secured Party's gross
negligence or willful misconduct.

      Section 4.6. Non-Judicial Remedies. In granting to Secured Party the power
to enforce its rights hereunder without prior judicial process or judicial
hearing, Debtor expressly waives, renounces and knowingly relinquishes any legal
right which might otherwise require Secured Party to enforce its rights by
judicial process. In so providing for non-judicial remedies, Debtor recognizes
and concedes that such remedies are consistent with the usage of trade, are
responsive to commercial necessity, and are the result of a bargain at arm's
length. Nothing herein is intended, however, to prevent Secured Party from
resorting to judicial process at its option.

      Section 4.7. Other Recourse. Debtor waives any right to require Secured
Party to proceed against any other Person, to exhaust any Collateral or other
security for the Secured Obligations, or to have any Other Liable Party joined
with Debtor in any suit arising out of the Secured Obligations or this
Agreement, or pursue any other remedy in Secured Party's power. Debtor further
waives any and all notice of acceptance of this Agreement and of the creation,
modification, rearrangement, renewal or extension for any period of any of the
Secured Obligations of any Other Liable Party from time to time. Debtor further
waives any defense arising by reason of any disability or other defense of any
Other Liable Party or by reason of the cessation from any cause whatsoever of
the liability of any Other Liable Party. This Agreement shall continue
irrespective of the fact that the liability of any Other Liable Party may have
ceased and irrespective of the validity or enforceability of any other
Obligation Document to which Debtor or any Other Liable Party may be a party,
and notwithstanding any death, incapacity, reorganization, or bankruptcy of any
Other Liable Party or any other event or proceeding affecting any Other Liable
Party. Until all of the Secured Obligations shall have been paid in full, Debtor
shall have no right to subrogation and Debtor waives the right to enforce any
remedy which Secured Party has or may hereafter have against any Other Liable
Party, and waives any benefit of and any right to participate in any other
security whatsoever now or hereafter held by Secured Party. Debtor authorizes
Secured Party, without notice or demand, without any reservation of rights
against Debtor, and without in any way affecting Debtor's liability hereunder or
on the Secured Obligations, from time to time to (a) take or hold any other
property of any type voluntarily pledged and assigned by any other Person as
security for the Secured Obligations, and exchange, enforce, waive and release
any or all of such other property, (b) apply the Collateral or such other
property and direct the order or manner of sale thereof as Secured Party may in
its discretion determine, (c) renew, extend for any period, accelerate, modify,
compromise, settle or release any of the obligations of any Other Liable Party
in respect to any or all of the Secured Obligations or other security for the
Secured Obligations, (d) waive, enforce, modify, amend, restate or supplement
any of the provisions of any Obligation Document with any Person other than
Debtor, and (e) release or substitute any Other Liable Party.

      Section 4.8. Voting Rights, Dividends, Etc. in Respect of Pledged Shares.

      (a) So long as no Default or Event of Default shall have occurred and be
continuing Debtor may receive and retain any and all dividends or interest paid
in respect of the Pledged Shares; provided, however, that any and all

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            (i)   dividends and interest paid or payable other than in cash in
      respect of, and instruments and other property received, receivable or
      otherwise distributed in respect of or in exchange for, any Pledged
      Shares,

            (ii)  dividends and other distributions paid or payable in cash in
      respect of any Pledged Shares in connection with a partial or total
      liquidation or dissolution or in connection with a reduction of capital,
      capital surplus or paid-in surplus, and

            (iii) cash paid, payable or otherwise distributed in redemption of,
      or in exchange for, any Pledged Shares,

shall be, and shall forthwith be delivered to Secured Party to hold as, Pledged
Shares and shall, if received by Debtor, be received in trust for the benefit of
Secured Party, be segregated from the other property or funds of Debtor, and be
forthwith delivered to Secured Party in the exact form received with any
necessary endorsement or appropriate stock powers duly executed in blank, to be
held by Secured Party as Collateral.

      (b) Upon the occurrence and during the continuance of a Default or an
Event of Default:

            (i)   all rights of Debtor to receive and retain the dividends and
      interest payments which it would otherwise be authorized to receive and
      retain pursuant to subsection (a) of this section shall automatically
      cease, and all such rights shall thereupon become vested in Secured Party
      which shall thereupon have the sole right to receive and hold as Pledged
      Shares such dividends and interest payments;

            (ii)  without limiting the generality of the foregoing, Secured
      Party may at its option exercise any and all rights of conversion,
      exchange, subscription or any other rights, privileges or options
      pertaining to any of the Pledged Shares as if it were the absolute owner
      thereof, including, without limitation, the right to exchange, in its
      discretion, any and all of the Pledged Shares upon the merger,
      consolidation, reorganization, recapitalization or other adjustment of the
      Target, or upon the exercise by the Target of any right, privilege or
      option pertaining to any Pledged Shares, and, in connection therewith, to
      deposit and deliver any and all of the Pledged Shares with any committee,
      depository, transfer agent, registrar or other designated agent upon such
      terms and conditions as it may determine; and

            (iii) all dividends and interest payments which are received by
      Debtor contrary to the provisions of subsection (b)(i) of this section
      shall be received in trust for the benefit of Secured Party, shall be
      segregated from other funds of Debtor, and shall be forthwith paid over to
      Secured Party as Pledged Shares in the exact form received, to be held by
      Secured Party as Collateral.

                           ARTICLE V. -- Miscellaneous

      Section 5.1. Notices. Any notice or communication required or permitted
hereunder shall be given as provided in the Purchase Agreement.

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      Section 5.2. Amendments. No amendment of any provision of this Agreement
shall be effective unless it is in writing and signed by Debtor and Secured
Party, and no waiver of any provision of this Agreement, and no consent to any
departure by Debtor therefrom, shall be effective unless it is in writing and
signed by Secured Party, and then such waiver or consent shall be effective only
in the specific instance and for the specific purpose for which given and to the
extent specified in such writing.

      Section 5.3. Preservation of Rights. No failure on the part of Secured
Party to exercise, and no delay in exercising, any right hereunder or under any
other Obligation Document shall operate as a waiver thereof; nor shall any
single or partial exercise of any such right preclude any other or further
exercise thereof or the exercise of any other right. Neither the execution nor
the delivery of this Agreement shall in any manner impair or affect any other
security for the Secured Obligations. The rights and remedies of Secured Party
provided herein and in the other Obligation Documents are cumulative and are in
addition to, and not exclusive of, any rights or remedies provided by law. The
rights of Secured Party under any Obligation Document against any party thereto
are not conditional or contingent on any attempt by Secured Party to exercise
any of its rights under any other Obligation Document against such party or
against any other Person.

      Section 5.4. Unenforceability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or invalidity without
invalidating the remaining portions hereof or thereof or affecting the validity
or enforceability of such provision in any other jurisdiction.

      Section 5.5. Survival of Agreements. All representations and warranties of
Debtor herein, and all covenants and agreements herein shall survive the
execution and delivery of this Agreement, the execution and delivery of any
other Obligation Document and the creation of the Secured Obligations.

      Section 5.6. Other Liable Party. Neither this Agreement nor the exercise
by Secured Party or the failure of Secured Party to exercise any right, power or
remedy conferred herein or by law shall be construed as relieving any Other
Liable Party from liability on the Secured Obligations or any deficiency
thereon. This Agreement shall continue irrespective of the fact that the
liability of any Other Liable Party may have ceased or irrespective of the
validity or enforceability of any other Obligation Document to which Debtor or
any Other Liable Party may be a party, and notwithstanding the reorganization,
death, incapacity or bankruptcy of any Other Liable Party, and notwithstanding
the reorganization or bankruptcy or other event or proceeding affecting any
Other Liable Party.

      Section 5.7. Binding Effect and Assignment. This Agreement creates a
continuing security interest in the Collateral and (a) shall be binding on
Debtor and its successors and permitted assigns and (b) shall inure, together
with all rights and remedies of Secured Party hereunder, to the benefit of
Secured Party and its respective successors, transferees and assigns. Without
limiting the generality of the foregoing, Secured Party may pledge, assign or
otherwise transfer any or all of its rights under this Agreement to any other
Person, and such other Person shall thereupon become vested with all of the
benefits in respect hereof granted to Secured Party,

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herein or otherwise. None of the rights or duties of Debtor hereunder may be
assigned or otherwise transferred without the prior written consent of Secured
Party.

      Section 5.8. Termination. Upon the satisfaction in full of the Secured
Obligations, and the indefeasible payment in cash of all amounts owing by Debtor
under the Note, this Agreement and the security interest created hereby shall
terminate and all rights to the Collateral shall revert to Debtor. Secured Party
will (a) return to Debtor such of the Collateral as shall not have been sold or
otherwise disposed of or applied pursuant to the terms hereof; and (b) execute
and deliver to Debtor such documents as Debtor shall reasonably request to
evidence such termination.

      SECTION 5.9. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS APPLICABLE TO
CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, EXCEPT AS
REQUIRED BY MANDATORY PROVISIONS OF LAW AND EXCEPT TO THE EXTENT THAT THE
PERFECTION AND THE EFFECT OF PERFECTION OR NON-PERFECTION OF THE SECURITY
INTEREST CREATED HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL, ARE
GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE.

      SECTION 5.10. FINAL AGREEMENT. THIS WRITTEN AGREEMENT REPRESENTS THE FINAL
AGREEMENT BETWEEN THE PARTIES HERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES HERETO.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES HERETO.

      Section 5.11. Counterparts. This Agreement may be separately executed in
any number of counterparts, all of which when so executed shall be deemed to
constitute one and the same Agreement.

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      IN WITNESS WHEREOF, Debtor has caused this Agreement to be executed and
delivered by its officer thereunto duly authorized, as of the date first above
written.

                                           XOOM CORPORATION

                                           By: _________________________________
                                                 Name:
                                                 Title:

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