Share Pledge Agreement

SHARE PLEDGE AGREEMENT


THIS AGREEMENT made as of the 2nd day of March, 1999.


AMONG:


INTERNATIONAL BARTER CORP., a corporation formed pursuant to the
laws of the State of Nevada


(hereinafter called the "PLEDGOR")


OF THE FIRST PART


- and -


BOB BAGGA, an individual residing in the City of Mississauga,
Ontario, Canada


(hereinafter called the "SECURED PARTY")


OF THE SECOND PART


- and -


BARTER BUSINESS EXCHANGE INC., a corporation incorporated under
the laws of the Province of Ontario


(hereinafter called the "CORPORATION")


OF THE THIRD PART


WHEREAS the Pledgor has purchased from the Secured Party 200 common shares of the Corporation (the "PURCHASED SHARES") pursuant to the terms of a purchase agreement (the "PURCHASE AGREEMENT") made as of the 28th day of February, 1999 among the Secured Party, the Pledgor and the Corporation;


AND WHEREAS the Purchase Agreement contemplates the issuance by the Pledgor to the Secured Party of a promissory note in the principal amount of (Cdn.)$850,000, to be reduced by the amount, if any, that 10% of Cash Revenues is less than $750,000 for the period ended March 1, 2000 (the "REDUCTION"), provided that in no event may the Reduction exceed $750,000, which promissory note is dated March 2, 1999 (the "NOTE") to evidence an outstanding amount payable for the Purchased Shares;


AND WHEREAS in order to provide security for the Pledgor's obligations for the payment due March 1, 2000 under the Note (the "INDEBTEDNESS"), the Pledgor has agreed to pledge and charge to the Secured Party the Purchased Shares;


-39- 2


NOW THEREFORE IN CONSIDERATION OF good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties, the parties covenant and agree with each other as follows:


1 GRANT OF SECURITY INTEREST


The Pledgor hereby pledges, assigns and hypothecates to the Secured Party, and hereby grants to the Secured Party a security interest (to which the Ontario Personal Property Security Act (the "PPSA") applies) in the Purchased Shares in the capital of the Corporation owned by the Pledgor (the "SHARES"), and in all income thereon and proceeds thereof, all pursuant to and in accordance with the provisions of this Agreement.


2 SECURED OBLIGATIONS


The security interest granted hereby secures the performance and the payment to the Secured Party of the Indebtedness by the Corporation and any amounts collectable under this pledge (the "OBLIGATIONS").


3 ATTACHMENT


Each of the parties intends the security interest granted hereby to attach forthwith with respect to the Shares and, with respect to Substituted or Additional Shares (as defined below), forthwith upon the Pledgor first acquiring rights in such Substituted or Additional Shares.


For greater certainty, without in any way limiting the above, each of the parties intends the security interests to attach at the respective times set out above notwithstanding actual notice, if any, of the Secured Party of any other security interests in or encumbrances on or against the Shares.


4 PERFECTION


(50) Subject to paragraph 4(b) hereof, in order to perfect and in
furtherance of the security interest hereby granted to the Secured
Party, the Pledgor agrees that contemporaneously with the execution of
this Agreement, it shall deliver the following to the counsel to the
Corporation upon the terms hereof:


(1) the relevant share certificate(s) representing all of the Shares,
duly registered in the name of Margolis Partnership, as trustee
(the "TRUSTEE"), and duly endorsed in blank for transfer
hereunder and noting conspicuously on the face thereof that they
are subject to this Agreement; and


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


-40- 3


(51) The Trustee acknowledges and agrees that it shall hold the Shares
hereby delivered to it solely in accordance with the terms of this
Agreement and that it will not at any time dispose, encumber, deal
with or take any action with respect to the Shares except as provided
in this Agreement.


(52) Beyond the exercise of reasonable care to assure the safe custody of
the Shares, neither the Secured Party nor the Trustee shall have any
duty or liability to preserve rights pertaining thereto, except as
specifically requested by the Pledgor and at the expense of the
Pledgor, and shall be relieved of all responsibility for the Shares
upon surrendering them or tendering them to the Pledgor under the
terms of this Agreement.


(4) The Pledgor agrees that the Secured Party may also at any time perfect
its security interest in the Shares by registration under the PPSA.


1 RIGHT TO VOTE


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


2 RIGHT TO DIVIDENDS, ETC.


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


3 PLEDGOR'S WARRANTIES


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


(1) Ownership of Shares: Subject to the representations and warranties of
the Secured Party under the Purchase Agreement, the Pledgor is the
absolute and beneficial owner of the Shares and none of the Shares is
held in the name of any person other than the Pledgor, whether as
agent, trustee or other nominee for the Pledgor, the Shares are
recorded in the name of the Pledgor in the shareholder ledgers and
registers in the Corporation's minute book.


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


-41- 4


(3) Right to Grant: The Pledgor has and shall at all relevant times have
the full right, power and authority to enter into and perform its
obligations under this Agreement and to grant the security interest as
herein provided.


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


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


4 PLEDGOR'S COVENANTS


The Pl ...