Share Pledge Agreement

FUTURELINK CORP.


SHARE PLEDGE AGREEMENT


THIS AGREEMENT made this 4th day of May, 2000,


BETWEEN:


FUTURELINK CORP., a Delaware corporation
(the "Pledgor")


OF THE FIRST PART


-and-


CANADIAN IMPERIAL BANK OF COMMERCE.
a Canadian chartered bank
(the "Lender")


OF THE SECOND PART


WHEREAS the Pledgor is indebted or may become indebted to the Lender under a Loan Agreement dated May 4, 2000 among the Lender, the Pledgor and FutureLink Distribution Corp. (as the same may be amended, supplemented or replaced from time to time, the "Loan Agreement");


AND WHEREAS the Pledgor has agreed to pledge the Shares (as hereinafter defined) as security for the Indebtedness (as hereinafter defined);


NOW, THEREFORE, THIS AGREEMENT WITNESSETH THAT, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Pledgor, the Pledgor hereby covenants and agrees with the Lender as follows:


1. Delivery and Transfer of Shares


The Pledgor represents, acknowledges and confirms (i) that it has delivered to the Lender the certificates representing 2,158,829 Class A Common shares (the "FLDC Shares") in the capital stock of FutureLink Distribution Corp. ("FLDC"), and all of the issued and outstanding shares in capital stock of FutureLink Pleasanton Corp., FutureLink Async Corp., FutureLink VSI Corp., FutureLink Madison Corp. and FutureLink Micro Visions Corp.


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(collectively with FLDC, the "Corporations" and individually, a "Corporation"), as described in Schedule "A" hereto (collectively with the FLDC Shares, the "Shares"), together with an executed stock transfer power of attorney in blank in respect of the Shares; (ii) that all conditions of transfer of the Shares to the Lender or its nominee have been satisfied; and (iii) that the transfer of the Shares or any part thereof will upon the direction of the Lender be entered in the securities register of the appropriate Corporation and new certificates therefor issued in the name of and delivered to the Lender or its nominee.


2. Pledge


(a) Subject to the provisions of Section 6 hereof, the Pledgor hereby pledges, assigns and hypothecates and grants a security interest in, the Shares and all distributions, dividends, benefits and income appertaining thereto or derived therefrom, to and in favour of the Lender as general and continuing collateral security to secure the obligations of the Pledgor in respect of the Indebtedness.


(b) The Lender, by accepting this pledge, agrees that upon payment in full of the Indebtedness it will redeliver to the Pledgor the certificates for the Shares together with the executed stock transfer power of attorney in blank in respect of the Shares.


3. Indebtedness Secured


In this Agreement, the term "Indebtedness" shall mean and include all present and future indebtedness and liability of every kind, nature and description (whether direct or indirect, joint or several, absolute or contingent, matured or unmatured) of the Pledgor to the Lender, wherever and however incurred and any unpaid balance thereof and whether arising or contemplated by the Loan Agreement or otherwise.


4. Attachment and Value


The Pledgor and the Lender acknowledge and agree that the security interest created by this Agreement is intended to attach to the Shares immediately upon execution of this Agreement by the Pledgor. The Pledgor acknowledges that value has been given by the Lender.


5. Covenants of Pledgor


The Pledgor hereby covenants, warrants and represents to the Lender that:


(a) it is the legal and beneficial owner with good title to the Shares
which are free and clear of any encumbrances, claims, liens, security
interests or third party claims of any kind whatsoever and that the
Shares have been duly and validly authorized and issued and are fully
paid for and that there are no outstanding calls thereon;


(b) the FLDC Shares together with an additional 1,162,446 Class A Common
Shares in the capital stock of FLDC legally and beneficially owned by
the Pledgor are the only issued shares in the capital stock of FLDC; 3
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(c) the Shares (other than the FLDC Shares) are the only issued shares in
the capital stock of the Corporation (other than FLDC);


(d) no person has any agreement, option, right or privilege capable of
becoming an agreement, option or right for the acquisition,
subscription, allotment or issuance of any unissued shares in the
capital of or any securities of the Corporations;


(e) the Pledgor has the exclusive right and power to pledge, assign,
deliver and to otherwise deal with the Shares, and that all conditions
of transfer thereof have been complied with; and


(f) the Pledgor will ensure that no further shares in the capital stock of
the Corporation are issued as long as any Indebtedness remains
outstanding without the express written consent of the Lender.


6. Voting Rights and Dividends


Until the security hereby constituted shall have become enforceable, the Pledgor retains beneficial ownership of the Shares and shall have the right to:


(a) receive all distributions, dividends, benefits and income in respect
to the Shares;


(b) represent the Shares at any meeting of the shareholders of any of the
Corporations; and


(c) exercise any voting rights attached to the Shares;


PROVIDED THAT, upon the security hereby constituted becoming enforceable, all such rights shall, without notice, immediately cease and be at an end and shall vest in the Lender.


7. Default


The security hereby constituted shall become enforceable if any Event of Default occurs, as defined in the Loan Agreement, or if any security referred to in the Loan Agreement becomes enforceable.


8. Enforcement


At any time after the security hereby constituted becomes enforceable, the Lender shall have the following rights, powers and remedies:


(a) to sell or dispose of the Shares, whether by public or private
sale or otherwise in such manner, at such place and on such terms as
may be commercially reasonable, including, without limitation, terms
that provide time for payment or credit; PROVIDED ALWAYS THAT: 4
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(i) it shall not be incumbent on the Lender to sell or dispose of
the Shares, but that it shall be l ...