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.
<PAGE>
         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.
<PAGE>
 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.

 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 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