AGREEMENT FOR THE EXCHANGE OF STOCK

         THIS AGREEMENT FOR THE EXCHANGE OF STOCK ("Agreement") is executed this
3RD day of February 1997 by and between  Eurotronics  Holdings  Incorporated,  a
Utah corporation  ("EHI"),  InterConnect West, Inc., a Utah corporation ("ICW"),
Mark Tolman,  an individual,  Canton Financial  Services  Corporation,  a Nevada
corporation ("CFSC"), and James Tilton, an individual.

                                    RECITALS

         Whereas,  ICW and  its  sole  shareholder,  Mark  Tolman  (collectively
hereinafter referred to as "ICW"),  desire to exchange and transfer all of ICW's
capital stock to EHI and EHI desires to acquire any and all rights and interests
in and to all of the issued and outstanding capital stock of ICW in exchange for
certain shares of EHI's common stock;

         Whereas,  the  parties  desire  to make  this  transaction  a  tax-free
exchange of stock  under the  Internal  Revenue  Code of 1986,  as amended  (the
"Code").

         Whereas,  the  parties  desire  to  utilize  the  services  of  CFSC in
connection with this Agreement.

         Whereas,   the  parties   hereto   were  either   parties  to,  or  the
beneficiaries  of, a predecessor to this  Agreement,  executed on July 16, 1996,
and the parties  wish to modify  certain  consideration  terms of that  previous
agreement.

                                    AGREEMENT

         NOW, THEREFORE, based on the foregoing premises, which are incorporated
herein by this reference,  and for and in  consideration of the mutual covenants
and agreements  contained  herein,  and in reliance on the  representations  and
warranties  set forth in this  Agreement,  the benefits to be derived herein and
for other valuable  consideration,  the sufficiency of which is hereby expressly
acknowledged, the Parties agree as follows:

1. Consideration and Exchange of Shares. At the closing, as defined in Section 7
("Closing"),  ICW agrees to exchange, assign, transfer and convey exclusively to
EHI all of the  issued  and  outstanding  shares of  capital  stock of ICW ("ICW
Shares").

         At  Closing,  EHI will  issue to Mark  Tolman 2.3  million  (2,300,000)
shares of common  stock,  par value  $0.0001  ("Common  Stock"),  which shall be
issued  pursuant to Rule 144 ("Rule 144") under the  Securities  Act of 1933, as
amended  (the  "Act")  (the  "Shares").  The  Shares  shall be issued  after EHI
completes  a 1-for-2  reverse  stock  split to be  effected  by EHI at or before
Closing.  EHI warrants that the 1-for-2 reverse split shall  constitute the only
stock  division to be  conducted  by EHI for a period of at least one year after
the  execution  of this  Agreement.  From and after  Closing,  ICW will become a
wholly-owned  subsidiary of EHI, and the name of EHI will duly be changed,  with
the  assistance  of  CFSC,  to  "Access  Market  Square,  Inc"  as  soon  as  is
practicable.

         As  consideration  for  services  CFSC  has  performed  related  to the
negotiation  and  execution  of  this  Agreement,  EHI  shall  issue  to CFSC an
aggregate of 316,620 shares of Common Stock which shall be issued  pursuant of a
Form S-8 Registration  Statement or other available registration statement under
the Act .
The registered  shares of Common Stock under this  Paragraph  shall be issued to
CFSC as follows:


              79,155  registered  shares  shall be issued on or before  Closing,
                      but shall be held in escrow for 90 days by an escrow agent
                      to be mutually selected by EHI and CFSC.
              79,155  registered  shares  shall be  issued  on or before 90 days
                      after Closing..
              79,155  registered  shares  shall be issued on or before  180 days
                      after Closing.
              79,155  registered  shares  shall be issued on or before  270 days
                      after Closing.

All shares to be issued to CFSC shall account for a 1-for-2  reverse stock split
to be effected by EHI at or before  Closing.  If EHI shall  fail,  without  good
cause, to issue any shares  according to the schedule set forth above,  interest
of eight  per cent per  annum  shall  accrue  on the fair  market  value of such
undelivered shares.

         In addition to the Common Stock  specified  above,  CFSC shall  receive
from EHI $100,000 payable in cash at a date to be mutually agreed upon but which
date shall not be more than 90 days after the execution of this  Agreement.  Any
amounts  which  remain  unpaid  after 90 days shall be paid,  at CFSC's  option,
through the issuance of registered  shares of EHI Common Stock.  For purposes of
this  Paragraph,  such shares  shall be valued at  one-half  the average bid and
asked prices and the day such shares are actually issued.

         EHI hereby agrees to issue 15,000  shares of Common  Stock,  restricted
pursuant to Rule 144, to James Tilton,  EHI's former president and director,  in
exchange for services Mr.  Tilton  performed in  negotiating  and  executing the
Agreement.  The  Common  Stock  to be  issued  to Mr.  Tilton  shall  be  issued
subsequent to the 1-for-2 reverse stock split.

2.   Performance by CFSC.  CFSC hereby covenants as follows:

         a.   At Closing,  CFSC shall  deliver to EHI for  cancellation  any and
              right,  title and interest then held by CFSC in 677,149  shares of
              EHI's Common Stock  currently  represented by certificate  numbers
              5507 and 5510.

         b.   At  Closing,  CFSC  shall  release  EHI from EHI's  obligation  to
              compensate CFSC for consulting  services CFSC has performed to EHI
              through Closing.

3.     Representation and Warranties of ICW.  ICW represents and warrants that:

    a.   Its  shareholder,  Mark  Tolman  ("Shareholder"),  is a citizen  of the
         United States of America.

    b.   The  Shareholder  is  acquiring  the Shares for his own account and not
         with a view to any  distribution  within the  meaning  of the Act.  The
         Shareholder  acknowledges  that he has been advised and made aware that
         (i) EHI is relying upon an exemption  under the Act predicated upon his
         representations  and warranties  contained in this Agreement,  and (ii)
         the Shares issued to the Shareholder pursuant to this Agreement will be
         "restricted  stock" within the meaning of Rule 144 of the Act.  Unless,
         and until the Shares are registered under the Act, they will be subject
         to limitations upon resale set forth in Rule 144.
<PAGE>
    c.   The  Shareholder  has  received  all of the  information  he  considers
         necessary and appropriate for determining whether to acquire the Shares
         pursuant  to this  Agreement.  The  Shareholder  is  familiar  with the
         business, affairs, risks and properties of EHI. The Shareholder has had
         an opportunity to ask questions of and receive answers from EHI and its
         officers,  directors  and other  representatives  regarding EHI and the
         terms and conditions of the exchange of the Shares. The Shareholder has
         had the opportunity to obtain any additional  information EHI possesses
         or could acquire without  unreasonable effort or expense,  necessary to
         verify the accuracy of the information furnished.

    d.   The  Shareholder  has such  knowledge  and  expertise in financial  and
         business  matters  that he is  capable  of  evaluating  the  merits and
         substantial  risks of an  investment  in the Shares and is able to bear
         the economic risks relevant to the acquisition of the Shares hereunder.

    e.   The Shareholder is relying solely upon  independent  consultation  with
         his professional,  legal, tax,  accounting and any other advisors as he
         deems to be appropriate in purchasing the Shares;  the  Shareholder has
         been advised by, and has consulted with, his professional tax and legal
         advisors with respect to any tax consequences of investing in EHI.

    f.   The Shareholder  recognizes that an investment in the securities of EHI
         involves  substantial  risk and  understands  all of the  risk  factors
         related to the acquisition of the Shares.

    g.   The Shareholder understands that there may be no market for the Shares.

    h.   The  Shareholder's  financial  condition  is such  that he is  under no
         present or contemplated future need to dispose of any portion of Shares
         to  satisfy  any  existing  or   contemplated   undertaking,   need  or
         indebtedness.

    i.   Without in any way limiting  the  representation  set forth above,  the
         Shareholder  further  agrees not to make any  disposition of all or any
         portion of the Shares unless and until:

              (1) There is then in effect a registration  statement or exemption
              under  the  Act  covering  such  proposed   disposition  and  such
              disposition is made in accordance  with the  requirements  of such
              registration statement or exemption; or

              (2) He shall have  notified  EHI of the proposed  disposition  and
              shall  have  furnished  EHI  with  a  detailed  statement  of  the
              circumstances   surrounding  the  proposed  disposition,   and  if
              requested by EHI, the Shareholder shall have furnished EHI with an
              opinion  of  counsel,  reasonably  satisfactory  to  EHI  and  its
              counsel,  that such  disposition  is proper  under the  applicable
              rules and regulations promulgated under the Act.

    j.   It is understood that the certificates  evidencing the Shares will bear
         substantially the following legend:

              "The securities  evidenced  hereby have not been registered  under
              the Securities Act of 1933, as amended (the "Act"),  nor qualified
              under the securities  laws of any states,  and have been issued in
              reliance upon exemptions from such  registration and qualification
              for non-public offerings. Accordingly, the sale, transfer, pledge,
              hypothecation,  or other disposition of any such securities or any
              interest  therein may not be  accomplished  except  pursuant to an
              effective  registration  statement or exemption  under the Act and
              qualification  under applicable State securities laws, or pursuant
              to an opinion of counsel,  satisfactory  in form and  substance to
              the Issuer to the effect that such  registration  or exemption and
              qualification are not required."
<PAGE>
    k.   ICW confers full  authority upon EHI (i) to instruct its transfer agent
         not to  transfer  any of  the  Shares  until  it has  received  written
         approval from EHI and (ii) affix the legend in  Subparagraph j above to
         the fact of the certificate or certificates representing the Shares.

    l.   The   Shareholder   understands   that   EHI  is   relying   upon   his
         representations  and  warranties  as  contained  in this  Agreement  in
         consummating  the sale and transfer of the Shares  without  registering
         them under the Act or any law.  Therefore,  the  Shareholder  agrees to
         indemnify  EHI  against,   and  hold  it  harmless  from,  all  losses,
         liabilities,  costs, penalties and expenses (including attorney's fees)
         which arise as a result of a sale,  exchange  or other  transfer of the
         Shares other than as permitted  under this  Agreement.  The Shareholder
         further  understands  and  agrees  that  EHI will  make an  appropriate
         notation on its  transfer  records of the  restrictions  applicable  to
         these Shares.

    m.   The Shareholder has fully disclosed his financial condition as required
         by law in connection  with the Shares to EHI or its agent.  At Closing,
         the  Shareholder  and  management  of ICW will  deliver  a  certificate
         attesting,  among other  things,  that there will have been no material
         changes in the  condition  of the business or its finances as reflected
         in its financial statements,  which shall be audited in accordance with
         generally accepted accounting principles;  that all corporate authority
         has been duly  taken to enter  into and close  this  transaction;  that
         there are no material  undisclosed  liabilities,  claims,  or judgments
         against  ICW;  and that  all  legal  and  governmental  regulations  or
         authorities  will have been  complied  with, or  arrangements  made for
         compliance,   including   arrangements   for   any   such   outstanding
         liabilities, claims, or judgments.

4.     Representations and Warranties of EHI.  EHI represents and warrants that:

    a.   It is a corporation duly organized, and validly existing under the laws
         of the State of Utah, United States of America.

    b.   Prior to the execution of this  Agreement  and/or any  predecessors  of
         this  Agreeement,   EHI  had  no  assets,  liabilities  or  outstanding
         contracts except as may be expressly mentioned in this Agreement.

    c.   It has all necessary  corporate  power and authority  under the laws of
         Utah and all other  applicable  provisions of law to own its properties
         and other assets now owned by it, to carry on its business as now being
         conducted,  and to execute and deliver and carry out the  provisions of
         this Agreement.

    d.   All corporate  action on its part required for the lawful execution and
         delivery of this Agreement and the issuance,  execution and delivery of
         the Shares have been duly and  effectively  taken.  Upon  execution and
         delivery,   this  Agreement  will  constitute  its  valid  and  binding
         obligation,  enforceable  in accordance  with its terms,  except as the
         enforceability may be limited by applicable  bankruptcy,  insolvency or
         similar  laws  and  judicial  decisions  affecting   creditors'  rights
         generally.  5. Survival of  Representations,  Warranties and Covenants.
         The representations,  warranties and covenants made respectively by EHI
         and the Shareholder in this Agreement shall survive the Closing and the
         exchange of the respective Shares called for hereunder.
<PAGE>
6.       Miscellaneous.

    a.   In the  event  any  one or  more of the  provisions  contained  in this
         Agreement   are  for  any  reason  held  to  be  invalid,   illegal  or
         unenforceable   in  any  respect,   such   invalidity,   illegality  or
         unenforceability   shall  not  effect  any  other  provisions  of  this
         Agreement.  This  Agreement  shall  be  construed  as if such  invalid,
         illegal or unenforceable provision had never been contained herein.

    b.   This  Agreement  shall be binding  upon and inure to the benefit of the
         parties and their respective heirs, legal  representatives,  successors
         and  permitted  assigns.  The parties may not transfer or assign all or
         any part of their rights or obligations  except to the extent expressly
         permitted by this  Agreement or otherwise  agreed to in writing by both
         parties.

    c.   This  Agreement  constitutes  the entire  agreement  and  understanding
         between the  parties,  and may not be modified or amended  except as in
         writing signed by both parties.

    d.   No term or  condition  of this  Agreement  shall be deemed to have been
         waived nor shall there be any estoppel to enforce any provision of this
         Agreement  except by written  instrument of the party charged with such
         waiver or estoppel.

    e.   This Agreement shall be interpreted by laws of the State of Utah.

    f.   The parties hereby agree that,  subject to applicable  law, any dispute
         arising under this Agreement shall be submitted to binding arbitration.
         The prevailing party in such  arbitration  proceeding shall be entitled
         to reimbursement of any and all costs directly or indirectly related to
         such  proceeding  from  the  other  party  or  parties  subject  to the
         proceeding.

    g.   This Agreement may be executed in one or more  counterparts,  including
         electronic  mail or  facsimile,  each of  which  may be  considered  an
         original copy hereof.

7.  Closing.  The  Closing  hereunder  shall  take place  immediately  after the
Agreement  is approved  by the  shareholders  of EHI and after EHI  successfully
disseminates  an  information  statement  pursuant  to  Regulation  14C  of  the
Securities Exchange Act of 1934. Closing shall consist of the parties delivering
the securities,  monies and other consideration  contemplated hereunder, as well
as any documents necessary to effect this Agreement.

8. Tax-free Exchange.  Insofar as possible,  the parties agree that the exchange
of shares called for hereunder  shall be a tax-free  exchange under the tax laws
and the Code, and not an acquisition of assets.

9. Conditions to Closing.  The Closing called for hereunder shall be subject to,
among other things:

    a.   The  delivery to EHI at Closing of the ICW share  certificates  and the
         accounting  information  called  for  herein,   pursuant  to  generally
         accepted accounting principles;
<PAGE>
    b.   The conduct of due  diligence of ICW by EHI or its agent,  satisfactory
         to the management of EHI that the books, records, and assets of ICW are
         in fact as have been represented;

    c.   Resolutions  by the boards of directors of EHI and ICW  ratifying  this
         transaction;

    d.   An  opinion  of  counsel  satisfactory  to EHI  that  ICW is a  validly
         existing  corporation,  in good standing in its place of domicile,  and
         that all corporate  actions  called for hereunder have been duly taken,
         and that, to such  counsel's  knowledge,  there are no  outstanding  or
         threatened  adverse legal actions,  claims, or judgments,  or the like,
         other than may have been duly  disclosed  in writing by  management  of
         ICW,  and that all shares  issued and  outstanding  in ICW are  legally
         being  transferred  to EHI,  free of any claims or liens of any kind or
         nature;

    e.   Duly notarized affidavits from the Shareholder that it has valid right,
         title and interest in and to the shares being transferred,  free of any
         and all claims or liens thereon.

         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
day and year first above written.


"EHI" - EUROTRONICS HOLDINGS  INCORPORATED       "ICW" - INTERCONNECT WEST, INC.

/s/ Michael Brodsky                                     /s/ Mark A. Tolman
Michael Brodsky, Vice President                        Mark A. Tolman, President

"CFSC" - CANTON FINANCIAL SERVICES                           MARK TOLMAN

/s/ Richard Surber                                       /s/ Mark Tolman
  Richard Surber, President                                 Mark Tolman

JAMES TILTON

/s/ James Tilton
  James Tilton