EXHIBIT 4.10

Version 01.06.2006 - NK

                    THIS AGREEMENT is made as of 2 June 2006


between                      Hans Schmidt Holding A/S
                             Company Registration No. (CVR) 13356572
                             Vinkelvej 18
                             DK-6270 Tonder

                             (hereinafter referred to as HS)

and                          VIDA Holding ApS
                             Company Registration No. (CVR) 26714958
                             Vidagade 29
                             DK-6270 Tonder

                             (hereinafter referred to as VH)

                             (hereinafter collectively referred to as
                             the Seller)

and                          Aktiv Gruppen Holding A/S
                             Company Registration No. (CVR) 20358645
                             Kokholm 3
                             DK-6000 Kolding

                             (hereinafter referred to as the Purchaser)



                            SHARE TRANSFER AGREEMENT

1.      RECITALS

1.1.    WHEREAS  HS is the  owner  of  50%  and  VH is  the  owner  of 50% of 2S
        Ejendomsinvest ApS, Company Registration No. (CVR) 26848652, hereinafter
        referred to as "the  Company"  and the Seller  therefore is the owner of
        100% of the shares in the Company, equal to nominal DKK 125,000.00; and

1.2.    WHEREAS  the  Company  is the parent  company  in a group of  companies,
        comprised of the following wholly-owned subsidiaries:

            o  Silkegade Invest ApS
<PAGE>


            o  RGW A/S

            o  Romo Golf A/S

            o  Romo Golf & Wellness A/S

            o  Romo Ferie ApS; and

WHEREAS the Purchaser is desirous of obtaining all of the Seller's shares in the
Company; NOW, THEREFORE, the Parties agree that the Seller shall transfer all of
its shares in the Company to the Purchaser  subject to the terms and  conditions
set forth in this Share Transfer Agreement.

2.      SUBJECT MATTER OF THIS SHARE TRANSFER AGREEMENT

2.1.    By this  Agreement,  the  Seller  transfers  100% of its  shares  in the
        Company (nominal DKK 125,000.00) to the Purchaser.

2.2.    The transfer includes the shares in the Company and its subsidiaries, as
        set  forth  under  Clause  1.2.,  and  the  activities/projects  related
        thereto,  including the Romo Project, the Mommark Marinepark Project and
        the Adal Strandpark Project plus all other assets/activities,  which are
        owned by the Company or its subsidiaries.

2.3.    The Seller  represents  that an additional  project  related to the Romo
        Project is being  discussed at present,  and in case this project  turns
        out to become a sound  project,  it shall pass to the Purchaser  without
        further consideration.  The project, which is situated at Sylt, provides
        30  houses/accommodations  and shared facilities,  a total gross area of
        2,560 sq metres.

3.      DATE OF COMPLETION

3.1.    The Parties have fixed 02 June 2006 as the date of completion.

3.2.    The Purchaser  shall take over the financial  rights and the  managerial
        powers  pertaining  to  the  shares   transferred  as  of  the  date  of
        completion.  The  Purchaser  shall have the full right to  dividend  and
        other  financial  rights for the whole of the  financial  years 2005 and
        2006.

4.      PURCHASE PRICE AND PAYMENT

4.1.    The purchase  price is agreed at DKK  134,160,000.00,  say Danish kroner
        one hundred and thirty-four million one hundred and sixty-thousand only.

4.2.    The purchase price shall be paid as follows:

        a)  DKK  38,060,000.00  shall be paid on the date of  completion  to the
            Seller's bank, cf. Clause 7.

        b)  DKK 43,380,000.00  shall be paid on 01 November 2006 to the Seller's
            bank.

        c)  DKK 43,380,000.00  shall be paid on 20 December 2006 to the Seller's
            bank.
<PAGE>


        d)  DKK  9,340,000.00  shall be paid on 20 December 2006,  provided that
            the Company  before this date - directly or  indirectly - regardless
            of  the  date  of   completion   -  has  sold  not  less   than  100
            houses/accommodations  (units) to external purchasers. The Purchaser
            and the  Company  shall be  under an  obligation  to  contribute  to
            achieving  these sales  targets.  In case of failure to achieve such
            sales  targets not later than by 20 December  2006,  this portion of
            the purchase price shall lapse.

            A house/accommodation unit shall be deemed "sold" once a conditional
            conveyance,  signed by a purchaser,  and down payment and  guarantee
            for the remaining purchase price have been provided.

            For the purpose of this  Agreement,  the term "external  purchasers"
            means other  purchasers  than the  Company and any of the  Company's
            affiliated companies.

        Upon signing  this  Agreement,  the  Purchaser  grants a first  priority
        pledge of the subject matter of this  Agreement,  i.e. the shares in the
        Company, amounting to nominal DKK 125,000.00 as security for the payment
        of the portion of the purchase  price, as set forth under Clauses 4.2.b,
        c. and d. The pledge shall be registered  in the  Company's  register of
        shareholders.  The Seller  shall not be entitled to exercise  the voting
        right attached to the pledged shares unless the Purchaser commits breach
        of the provisions of this Share Transfer Agreement.

        Until  the  total   purchase   price  has  been  paid,  any  payment  or
        distribution  of funds  from the  Company or from the  subsidiaries  set
        forth under Clause 1.2.  hereof to the Purchaser  and/or other companies
        affiliated with Eurotrust A/S shall be subject to prior written approval
        by the Seller.  The same  applies to  companies  and persons that either
        directly or  indirectly  are  shareholders  of Eurotrust A/S or any such
        companies' or persons' next of kin/closely related relatives.

        Until the total  purchase price has been paid, any transfer of assets or
        capital  participation  from the  Company  and its  subsidiaries  to the
        Purchaser and/or other companies  affiliated with Eurotrust A/S shall be
        subject to prior  written  approval by the Seller.  The same  applies to
        companies   and  persons  that  either   directly  or   indirectly   are
        shareholders of Eurotrust A/S or any such companies' or persons' next of
        kin/closely related relatives.

        Failure of fulfilling the condition set forth under Clause 6.5 hereof as
        at 01 November  2006 will require an amount of DKK  3,000,000.00  of the
        portion of the  purchase  price as set forth under  Clause 4.2. b. to be
        deposited  in the  Seller's  name in  Tonder  Bank  for  release  to the
        Purchaser  or the Seller  according  to the  provisions  set forth under
        Clause 6.5.

5.      INFORMATION

5.1.    In connection with the negotiations  and the due diligence  exercised by
        the  Purchaser,  the Purchaser has been given access to documents,  e.g.
        containing  legal,  financial and

<PAGE>


        technical   information   concerning   the  Company  and  the  companies
        affiliated  with the Company and to the projects  placed in the hands of
        these companies.

        The Parties  have  agreed that these  documents  shall be  deposited  in
        Tonder Bank for a period of 2 years reckoned from the date of completion
        and subject to the terms that the Parties  are given  jointly  access to
        inspect  and copy the  contents  hereof..  In the  event  that one Party
        wishes to be given access to the deposited  material,  the other Parties
        shall contribute to giving the Party supervised  access to the deposited
        documents.

5.2.    Moreover, the Purchaser has obtained the following oral information:

            o  That the equity  capital in the Company as of 31.12.2005  amounts
               to approx.  DKK 5,500,000 - excluding  profits  pertaining to the
               Romo Project.

            o  That the  final  operating  permit  pertaining  to the  Silkegade
               Project has not yet been  obtained  and that the Seller shall pay
               any  expenditure  in  excess  of DKK  100.000,00  concerning  the
               application for the final operating permit.

5.3.    SELLER GUARANTEES:

        THAT the draft accounts for the Company for 2005, as submitted,  gives a
             true and fair view of the operations in the financial period and of
             the  financial  state of affairs  at the end of that year.  Thus no
             obligations of material  nature apart from those appearing from the
             aforesaid  draft  accounts are  chargeable to the Company as at the
             end of 2005.  Obligations arising from soil pollution or other soil
             problems,  if any,  unknown to the Company and therefore not booked
             are excluded from this guarantee.

5.4.    SELLER REPRESENTS:

        THAT to the best  knowledge  and belief of the Seller,  there is nothing
             new of material nature as from the presentation of the accounts for
             2005 to date, except for the information given about  circumstances
             pertaining to the transferred projects,

        THAT the transferred shares in the Company are pledged to Tonder Bank,

        THAT the Company or the  companies  within the group of companies  shall
             have the right or option to acquire  the title to the land on which
             the projects contained in this Agreement,  are to be constructed at
             the  purchase  prices  contained  in the  budgets  prepared  by the
             Seller,

        THAT to the best  knowledge  and  belief  of the  Seller,  the  building
             project,  Romo Golf & Wellness,  can be implemented and to the best
             knowledge and belief of the Seller,  no objections have been lodged
             by  authorities,  plot owners or others that might  jeopardize  the
             implementation  of  the  project.  Due to the  early  stage  of the
             projects, Adal Strandpark and Mommark Marinepark,  the Seller needs
             the necessary  basis to say with  certainty that these projects can

<PAGE>


             be implemented so as to meet the expected design and size,

        THAT to the best  knowledge and belief of the Seller,  the latest budget
             introduced  pertaining  to Romo  Golf and  Wellness  including  the
             adjustments made in connection with the due diligence  exercised by
             the Purchaser  resulting in the budgeted  proceeds being reduced by
             DKK 40 million,  has been  prepared on a  realistic  basis.  In all
             essentials, the estimates pertaining to Adal Strandpark and Mommark
             Marinepark,  as supplied,  are based on the Seller's  best estimate
             and are therefore not the result of an actual budgeting procedure,

        THAT to the best knowledge and belief of the Seller, no events have been
             observed  that should rebut the budgets or indicate that the budget
             objectives  cannot be achieved  or that any such event  should have
             been included in the budgets,

        THAT until the date of completion, the Seller will carry on the group of
             companies subject to the previous conduct of business in compliance
             with the  directions  according to which the Company has previously
             been  carried  on  thereby   having   regard  to  the   Purchaser's
             acquisition thereof,

        THAT until the date of  completion,  the Seller shall not enter into any
             essential or onerous agreements or enter into any agreements, which
             would materially  change the basis for the building projects unless
             receiving the prior written approval by the Purchaser,

        THAT to the best  knowledge  and belief of the Seller,  any  information
             about this Share Transfer  Agreement given during the  negotiations
             is correct,

        THAT to the best knowledge and belief of the Seller, any information set
             forth in this Share Transfer  Agreement and Appendices  thereto and
             in the material otherwise supplied by the Seller is correct,

        THAT the  Seller  has  informed   about  all   essential   circumstances
             pertaining  to the  Company  and the  group of  companies  that the
             Seller knows about,

        THAT otherwise  to the best  knowledge  and  belief  of the  Seller,  no
             essential obligations of whatsoever nature, about which information
             has not been given or cannot be obtained from the material supplied
             under  this  Agreement,  are  chargeable  to  the  Company  or  its
             subsidiaries,

        THAT to the best  knowledge  and  belief  of the  Seller,  there  are no
             pending  actions,  arbitration  proceedings,   complaints  actions,
             actions on behalf of public  authorities  or public  investigations
             against  the  group of  companies  apart  from two  legal  disputes
             concerning  painting pertinent to the Silkegade Project about which
             detailed  information  has been given in connection with exercising
             the  due  diligence,  and  operationally  only  the  usual  matters
             involving authorities, such as building applications, etc.,

        THAT to the best knowledge and belief of the Seller, the group is not in
             current or
<PAGE>


             anticipatory breach of its obligations contained in any contractual
             relationship,

        THAT to the best  knowledge and belief of the Seller,  unless  otherwise
             provided by the  accounts  for 2005,  no claims or  reservation  of
             claims for the payment of taxes and dues have been  raised  against
             the  group  of  companies  by any  authorities,  and the  group  of
             companies has paid all taxes and dues.

5.5.    Claims for damages can alone be raised  against the Seller if  evidenced
        that at the time of the Agreement, the Seller misrepresented facts or on
        any other grounds if evidenced  that the Seller has  committed  fraud or
        gross negligence in the form of gross  professional  mistakes.  However,
        this shall not apply to matters  contained  in the  guarantee  set forth
        under Clause 5.3. Thus, the Purchaser can alone claim damages and cannot
        cancel  the  purchase  or  raise  any  claim on the  basis of the  rules
        applying to a pro rate reduction.

        Compensation  for any  separate  claim  under DKK 2 million  will not be
        paid. For any separate claim above this limit,  compensation  will alone
        be paid at a rate equal to 60% of the documented loss. In the event that
        the Purchaser can advance several separate claims, these claims will not
        accumulate in relation to this provision.

        The Parties  agree that the  purchase  price has been fixed  taking into
        consideration the limitation of the Seller's liability as agreed.

5.6.    No claim for  damages  can be raised  against  the Seller due to matters
        that the  Purchaser  knew  about or should  have  known  about  from the
        information  that has been  provided  either in writing or orally to the
        Purchaser prior to entering into this Agreement.

5.7.    Where the Purchaser  feels  entitled to claim damages in  consequence of
        guarantee failure,  lack of information or  misrepresentations or on any
        other  grounds,  a written  notice to that effect  shall be given to the
        Seller without  unreasonable  delay after the Purchaser became or should
        have become  aware of matters  forming  the basis of the claim.  If such
        notice is not given by the  Purchaser  not later than one year after the
        date of completion, any claim will be forfeited.

6.      CONDITIONS

6.1.    This Share Transfer  Agreement is subject to Tonder Bank  renouncing the
        pledge of the shares in the Company.

6.2.    This Share Transfer  Agreement is subject to the Seller and Hans Schmidt
        and Lars Svensen  personally  being  discharged  of any  guarantees  and
        warranties  that they have  undertaken for the debts and  liabilities of
        the Company and its  subsidiaries  in relation to Tonder Bank,  EIK Bank
        and Kaupthing Bank, Luxemburg.

        However,  the  Seller,  Lars  Svensen and Hans  Schmidt are  prepared to
        continue  providing  a  limited  security  for  the  liabilities  of  2S
        Ejendomsinvest  ApS'  group of
<PAGE>


        companies in relation to EIK Bank and Tonder Bank in conformity with the
        provisions set forth in Appendix 6.2 attached hereto.

        For the sake of good order,  it is pointed out that the Purchaser  shall
        indemnify the Seller, Lars Svensen and Hans Schmidt, for any loss caused
        by any such security.

6.3.    Furthermore,  this  Agreement  is subject to the 'clear  title final and
        conclusive  conveyance'  to RGW A/S  pertaining to the property of title
        number:  428 m.fl.(and  others) Kirkeby,  Romo, not later than as of the
        date of completion.

6.4.    Furthermore,  this  Agreement  is  subject  to  Eurotrust  A/S,  Company
        Registration  No. (CVR)  10298148 by  endorsement on this Share Transfer
        Agreement  undertakes  vicarious liability as guarantor assuming primary
        liability  for  the  Purchaser's   proper  performance  of  all  of  its
        obligations towards the Seller according to this Agreement.

6.5.    On the Purchaser's part, this Agreement is subject to an agreement being
        made with DanParcs not later than by 20 December 2006 to the effect that
        the term,  during  which the  contract  made  between  the  Company  and
        DanParcs is not terminable, can be changed. Either in a way enabling the
        Company to  terminate  the contract by giving 12 months'  prior  written
        notice to expire on the last day of any month to expire at the  earliest
        as of  31.12.2009,  though,  or  subject  to any  other  terms  that are
        acceptable to the Purchaser.  If this condition is not fulfilled  before
        the said date, the purchase price shall be reduced by DKK  3,000,000.00,
        and the portion of the  purchase  amount on deposit  according to Clause
        4.2.  shall be repaid to the  Purchaser.  However,  if this condition is
        fulfilled  within the said date, the amount on deposit shall be released
        to the Seller.

7.      CLOSING

7.1.    If the conditions set forth under Clauses 6.1.,  6.2., 6.3. and 6.4. are
        fulfilled,  the Parties  shall meet at the  Purchaser's  premises on the
        date of completion at 11:00 a.m. for completion of the transaction by

        a)  the  Seller   handing  over  to  the   Purchaser   the  register  of
            shareholders  in the Company,  stating the Purchaser as the owner of
            the total  share  capital  in the  Company,  and  simultaneously  an
            endorsement  as regards  the pledge of the shares in the  Company as
            set forth under Clause 4.2.

        b)  Documentation  to the effect that an annual general meeting has been
            held  in the  Company  and the  Company's  subsidiaries,  which  are
            included  in the  transfer  prior  to the  date  of  completion,  if
            according   to  the  rules  in  force  from  time  to  time,   these
            subsidiaries  are under an  obligation  to  prepare  accounts  as of
            31.12.2005.  At the same time, it must be documented  that Torben B.
            Pedersen  is the only  registered  member of the  management  of the
            Company

        c)  Transfer of the first instalment of the purchase price in the amount
            of DKK  38,060,000.00  to a bank account in Tonder Bank according to
            instructions to be given by the Seller.
<PAGE>


        d)  The Seller submitting documentation to the effect that the shares in
            the  Company  have been  released  from the  pledge to Tonder  Bank,
            perhaps  subject  to the  payment  of the  first  instalment  of the
            purchase price in the amount of DKK 38,060,000.00 to Tonder Bank.

        e)  The  Purchaser  submitting  documentation  to the  effect  that  the
            Seller,  Hans  Schmidt  and  Lars  Svensen  personally,  subject  to
            effecting  the transfer,  have been  released  from the  obligations
            listed under Clause 6.2.

        f)  The Seller  undertaking the limited security towards EIK Bank as set
            forth under Clause 6.2.

        g)  Signing of the  Consultancy  Agreements  attached  as  Appendix  8.1
            hereto.

8.      HANS SCHMIDT AND LARS SVENSEN

8.1.    This  transfer  is  subject to Hans  Schmidt  and Lars  Svensen  via the
        companies,  LBS Consult ApS and Rorkaer  Ingeniorfirma  ApS, signing the
        Consultancy  Agreements  attached  as  Appendix  8.1  pertaining  to the
        completion of projects in progress.

8.2.    The  Purchaser is under an  obligation  to indemnify the Seller and Hans
        Schmidt and Lars Svensen for any  guarantees  and financial  warranties,
        they  might  have  undertaken   pertaining  to  the  building   projects
        transferred and for any operating credits from the companies transferred
        to the extent  these  liabilities  appear from the accounts or otherwise
        can be documented  to be chargeable to the Company or to any  subsidiary
        and forming part of the budgets for the building projects introduced.

9.      TORBEN B. PEDERSEN

9.1.    The Parties agree that Torben B. Pedersen's  employment with the Company
        shall  remain in full effect at a similar  level and on minimum the same
        terms of employment as during his previous  employment  with the Company
        and a level of  salaries  that is equal to his market  value.  Torben B.
        Pedersen's employment shall be governed by separate written agreement to
        be executed not later than as of the date of completion.

10.     NON-COMPETITION

10.1.   For a period of 2 years from the date of the transfer,  the Seller, Hans
        Schmidt and/or Lars Svensen ("the Obligators") shall not either directly
        or  indirectly  have  any  financial  interests  in  or  otherwise  have
        interests in enterprises  carrying on project  development in Denmark in
        the field of holiday  and  housing  projects.  Within the same period of
        time,  Hans  Schmidt and Lars Svensen  cannot  either be employed in any
        enterprises that are interested in such projects.

        This  non-competition  clause  shall not  prevent  the  Obligators  from
        engaging in normal investment in real property,  including modernisation
        and development such properties.
<PAGE>


        Furthermore, not withstanding the non-competition clause, the Obligators
        shall be  entitled  to  commercially  carry on  project  development  of
        holiday and housing projects  subject to the total investment  framework
        in connection with the individual project does not exceed DKK 20 million
        or for purely sale of land projects DKK 10 million.

        At the time of entering into this Agreement, the Obligators are directly
        or indirectly involved in a range of investments in real property. These
        property  investments  are  specified  on  the  list  attached  to  this
        Agreement as Appendix 10.1. The Parties agree that the Obligators  shall
        remain entitled to own,  modernise and develop these properties  without
        thereby committing breach of this non-competition clause.

10.2.   In case of breach by either  Obligator of this  non-competition  clause,
        the Obligator in breach shall pay an agreed penalty in the amount of DKK
        2 million to the  Purchaser  for any one breach  hereof.  In addition to
        paying  the  penalty,  the  Obligator  in  breach  shall  surrender  the
        contribution  margin/gross  profits  gained by committing  breach of the
        non-competition clause to the Purchaser.

10.3.   Any breach of the  aforesaid  provision  can be defended  by  injunctive
        relief without posting bond.

11.     NUMBER OF COPIES

11.1.   This Share  Transfer  Agreement  shall be executed  simultaneously  in 4
        copies of which the  Purchaser,  Eurotrust A/S, HS and VH shall keep one
        counterpart.

Kolding, 02 June 2006


As Sellers:                             As Purchaser:

For Vida Holding ApS                    For Aktiv Gruppen Holding A/S
and Lars Svensen


(SIGNATURES ILLEGIBLE)                  (SIGNATURES ILLEGIBLE)
----------------------------            -----------------------------

For Hans Schmidt Holding A/S
and Hans Schmidt:

(SIGNATURE ILLEGIBLE)
----------------------------
<PAGE>


The undersigned  Company Eurotrust A/S, Company  Registration No. (CVR) 10298148
agrees to hold itself primarily liable as a guarantor for the Purchaser's proper
performance  of its  obligations  towards  the  Seller,  Lars  Svensen  and Hans
Schmidt, in conformity with the aforesaid Share Transfer Agreement.

For Eurotrust A/S:

(SIGNATURES ILLEGIBLE)
----------------------------