Share Pledge Agreement

Exhibit 10 b SHARE PLEDGE AGREEMENT THIS AGREEMENT is made as of December 21st , 2000. B E T W E E N: AXYN CANADA CORPORATION, (the "Pledgor") - - - and - SYSCAN INTERNATIONAL INC., (the "Secured Party"). RECITALS: A. The Pledgor and the Secured Party have entered into a loan agreement made as of December 21st, 2000 (the "Loan Agreement"). B. As additional security for the fulfilment of all of the Pledgor's obligations under and pursuant to the Loan Agreement, the Pledgor has agreed to grant a security interest in and pledge and assign certain shares of Syscan International Inc. held by the Pledgor in favour of the Secured Party. THEREFORE, the parties agree as follows: ARTICLE 1 PLEDGE 1.1 Pledge As continuing security for the due and timely payment and performance by the Pledgor of its obligations under the Loan Agreement, the Pledgor hereby assigns, mortgages, charges, hypothecates, pledges and grants a security interest in all of its right, title and interest in and to 5,000,000 common shares in the capital of Syscan and any substitutions therefor, additions thereto and proceeds (as defined under the Personal Property Act (Ontario) (the "PPSA") thereof (the "Pledged Shares") to and in favour of the Secured Party. The Pledgor hereby deposits with Osler, Hoskin and Harcourt LLP as escrow agent the share certificates evidencing the Pledged Shares together with the appropriate transfer and other documents to enable the Secured Party or its nominee to be registered as the owner thereof and to transfer or sell the Pledged Shares upon any enforcement thereof. If the Pledgor acquires any certificates evidencing the Pledged Shares after the date hereof, the Pledgor shall, forthwith upon receipt of such certificates, deliver such certificates to the said escrow agent together with the appropriate transfer and other documents to enable the Secured Party or its nominee to be registered as the owner thereof and to transfer or sell or cause to be transferred or sold such Pledged Shares upon any enforcement thereof. ARTICLE 2 PROVISIONS RELATING TO THE PLEDGED SHARES 2.1 Voting Rights Until the occurrence of an Event of Default which is continuing, the Pledgor shall be entitled to exercise all voting rights in respect of the Pledged Shares and the Pledgor shall be entitled to receive and deal with (except as restricted by agreement of the parties or the Loan Agreement) any and all dividends at any time payable on or with ...