<PAGE>

                                                                   EXHIBIT 10(h)











Share Acquisition
Agreement
-------------------------------------------




InterTAN, Inc.

InterTAN Canada Ltd

Dick Smith Electronics Holdings Pty Ltd









Sale of InterTAN Australia Ltd
<PAGE>

Allen Allen & Hemsley
The Chifley Tower
2 Chifley Square
Sydney  NSW  2000
Australia
Tel  61  2 9230 4000
Fax  61  2 9230 5333




(C)Copyright Allen Allen & Hemsley 2001
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Share Acquisition Agreement                               Allen Allen & Hemsley
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Table of Contents

<TABLE>
<S>  <C>                                                                   <C>
1.   Definitions and Interpretation                                         1
     1.1      Definitions                                                   1
     1.2      Interpretation                                                7

2.   Conditions Precedent and ACCC Notification                             8
     2.1      Conditions Precedent for the benefit of Purchaser             8
     2.2      Benefit of Conditions Precedent                               8
     2.3      Satisfaction of Conditions                                    8
     2.4      ACCC Notification                                             9

3.   Purchaser's Investigation                                              9

4.   Conduct before Completion                                              9
     4.1      Conduct of business                                           9
     4.2      Supply of services by the Vendors                            10
     4.3      Directors' and officers' insurance                           11
     4.4      Dividend                                                     11
     4.5      Employee Stock Entitlements                                  11

5.   Sale and Purchase                                                     12
     5.1      Sale of Shares                                               12
     5.2      Title and Risk                                               12

6.   GST                                                                   12

7.   Completion                                                            13
     7.1      Place for Completion                                         13
     7.2      Documents to be delivered                                    13
     7.3      Approval of transfers                                        14
     7.4      Completion board meetings                                    14
     7.5      Resignation of auditor                                       14
     7.6      Payment of Purchase Price                                    14
     7.7      Discharge of Intra-Group Liabilities                         15
     7.8      Simultaneous completion                                      15

8.   Notice to Complete                                                    15
     8.1      Notice by the Purchaser                                      15
     8.2      Notice by the Vendor                                         15

9.   Post-Completion Payments                                              15
     9.1      Preparation of Completion Accounts                           15
     9.2      Certain Principles adopted in Preparing Completion Accounts  17
</TABLE>

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                                                                        Page (i)
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Share Acquisition Agreement                               Allen Allen & Hemsley
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<TABLE>
<S>           <C>                                                          <C>
     9.3      Treatment of dividend and Employee Stock Entitlements        18
     9.4      Payment of Net Asset Correction                              18
     9.5      Completion Date Intra-Group Debt                             19

10.  Leases                                                                19

11.  Warranties                                                            19
     11.1     Warranties by the Vendor                                     19
     11.2     Indemnity                                                    19
     11.3     Effective dates                                              20
     11.4     Disclosures                                                  20
     11.5     Purchaser's Acknowledgment                                   20
     11.6     No reliance                                                  20
     11.7     Statutory Actions                                            21
     11.8     Notification of Warranty breach before Completion            21
     11.9     Dealing with Warranty breach after Completion                21
     11.10    Proceedings in respect of a claim                            22
     11.11    Limitation on liability                                      22
     11.12    Reduction of Purchase Price                                  24

12.  Purchaser's Warranties                                                24
     12.1     Warranties                                                   24
     12.2     Indemnity                                                    24

13.  Restraint                                                             24
     13.1     Protected Business                                           24
     13.2     Prohibited Persons                                           25
     13.3     Duration of restraint                                        25
     13.4     Geographic limitation                                        25
     13.5     Restraint                                                    26
     13.6     Restrained Activity                                          26
     13.7     Purchaser can assign benefit                                 26
     13.8     Exempted activities                                          26
     13.9     Consideration                                                27
     13.10    Restraints Independent                                       27
     13.11    Severability                                                 27

14.  Notices                                                               27

15.  Other Post Completion Obligations                                     28
     15.1     Maintenance of Minimum Net Assets                            28
     15.2     Notice                                                       28
</TABLE>

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                                                                       Page (ii)
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Share Acquisition Agreement                               Allen Allen & Hemsley
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<TABLE>
<S>  <C>                                                                   <C>
16.  Non-Disclosure                                                        29
     16.1     Confidentiality                                              29
     16.2     Purchaser's investigation                                    29
     16.3     Exceptions                                                   29
     16.4     Public announcements                                         29

17.  Further Assurances                                                    29

18.  Entire Agreement                                                      30

19.  Amendment                                                             30

20.  Assignment                                                            30
     20.1     No Assignment                                                30
     20.2     Assignment of Purchaser's rights under clause 13             30

21.  No Waiver                                                             30

22.  No Merger                                                             30

23.  Stamp Duty and Costs                                                  30

24.  Governing Law                                                         31
     Business Name                                                         39

1.   General warranties                                                    44
     1.1      Schedules                                                    44
     1.2      Data Room                                                    44
     1.3      Material Information                                         44
     1.4      Conduct and Ownership of Business                            44

2.   Power and Authority                                                   44
     2.1      Incorporation and power                                      44
     2.2      Power and authority                                          45
     2.3      No restriction on the Vendor or Company                      45

3.   Title and Share Capital                                               45
     3.1      Title                                                        45
     3.2      Shares                                                       45
     3.3      Call options                                                 45
     3.4      No Subsidiaries                                              45
     3.5      No Pre-emptive Rights                                        46

4.   Solvency                                                              46
     4.1      Solvency                                                     46
     4.2      Claim Against Asset                                          46
</TABLE>

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                                                                      Page (iii)
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Share Acquisition Agreement                               Allen Allen & Hemsley
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<TABLE>
<S>  <C>                                                                   <C>
5.   Accounts                                                              46
     5.1      Accounts                                                     46
     5.2      Financing                                                    47
     5.3      Assets                                                       47
     5.4      Liabilities at Balance Date                                  48
     5.5      Liabilities at Completion Date                               48

6.   Post  Balance Date Events                                             48
     6.1      Capital Expenditure                                          48
     6.2      No material adverse change                                   48
     6.3      Contracts                                                    48
     6.4      Notice of termination                                        48
     6.5      No material default                                          48
     6.6      Dividends                                                    49

7.   Powers Of Attorney                                                    49

8.   Finder's Fees                                                         49

9.   Assets                                                                49
     9.1      Assets                                                       49
     9.2      Title to Assets                                              49
     9.3      Security Interests                                           49

10.  Insurance                                                             50
     10.1     Disclosure                                                   50
     10.2     Currency                                                     50

11.  Litigation and compliance with legislation                            50
     11.1     No contravention of legislation                              50
     11.2     Disputes                                                     50
     11.3     Trade practices                                              50
     11.4     Authorisations                                               50

12.  Intellectual Property                                                 51
     12.1     Intellectual Property Complete                               51
     12.2     No infringements                                             51
     12.3     Registration                                                 51

13.  Taxation                                                              51
     13.1     Accounts                                                     51
     13.2     Tax since the Balance Date                                   51
     13.3     Deductions                                                   52
     13.4     Payment of tax                                               52
</TABLE>

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                                                                       Page (iv)
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Share Acquisition Agreement                               Allen Allen & Hemsley
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<TABLE>
<S>  <C>                                                                   <C>
     13.5     No disallowance                                              52
     13.6     Applications                                                 52
     13.7     Taxation (Unpaid Company Tax) Assessment Act                 52
     13.8     Proper returns filed and no investigations                   53
     13.9     Franking                                                     53
     13.10    Records                                                      53
     13.11    Dividend Tax Liabilities                                     53
     13.12    Share capital accounts                                       54
     13.13    Stamp duty                                                   54
     13.14    CGT rollovers                                                54
     13.15    Depreciation                                                 54
     13.16    Tax losses                                                   54
     13.17    Performance of Agreement                                     54

14.  Real Property                                                         55
     14.1     Real Property                                                55
     14.2     Occupation                                                   55
     14.3     Title                                                        55
     14.4     Default                                                      55
     14.5     Buildings                                                    55
     14.6     Environmental                                                55

15.  Employees                                                             55
     15.1     Compliance with law                                          55
     15.2     Redundancies                                                 56
     15.3     Industrial disputes                                          56
     15.4     Change of control                                            56
     15.5     Redundancy payments                                          56

16.  Material contracts                                                    56
     16.1     No default                                                   56

17.  Records and Corporate Matters                                         57
     17.1     Books and records                                            57
     17.2     Filings                                                      57
</TABLE>


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                                                                        Page (v)
<PAGE>

Share Acquisition Agreement                               Allen Allen & Hemsley
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Date                                                                  2001
-------------

Parties
-------------
          1.    InterTAN, Inc., a company incorporated in Delaware, United
                States of America, of Suite 904, The Royal Centre, 3300 Highway
                #7, Concord, Ontario, Canada (the First Vendor);

          2.    InterTAN Canada Ltd, a company incorporated in Alberta, Canada,
                and continued into British Columbia, Canada, of 3000 Royal
                Centre, 1055 West Georgia Street, Vancouver, British Columbia,
                Canada (the Second Vendor);

          3.    Dick Smith Electronics Holdings Pty Ltd (ACN 001 456 720), a
                company incorporated in New South Wales, of Level 5, 540 George
                Street, Sydney, New South Wales, Australia (the Purchaser).


Recitals
-------------

          A     Each Vendor is the beneficial owner of and registered, or
                entitled to be registered, as the holder of the number of the
                Shares specified against its name in part A of schedule 1.

          B     The Vendors wish to sell the Shares to the Purchaser and the
                Purchaser wishes to purchase the Shares on the terms of this
                agreement.

--------------------------------------------------------------------------------

IT IS AGREED as follows.


1.       Definitions and Interpretation
--------------------------------------------------------------------------------

1.1      Definitions

         The following definitions apply unless the context requires otherwise.

         ACCC Dispute means the dispute the subject of ongoing correspondence as
         at the date of this Agreement between the Company and the Australian
         Competition and Consumer Commission in relation to alleged price
         exploitation, the abolition of wholesales tax, the introduction of the
         GST (as defined in section 75AU of the Trade Practices Act 1974) and
         all matters, events or circumstances related to, arising out of or
         connected with such correspondence.

         ACCC Indemnity means the indemnity given by the Vendor under clause
         11.2(c).

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                                                                          Page 1
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Share Acquisition Agreement                               Allen Allen & Hemsley
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         Adjustment has the meaning given to that term by the GST Law.

         Adjustment Event has the meaning given to that term by the GST Law.

         Adjustment Note has the meaning given to that term by the GST Law.

         Auditor means PricewaterhouseCoopers.

         Authorisation includes:

         (a)   any authorisation, approval, consent, licence, permit, franchise,
               permission, notification, filing, registration, lodgment,
               agreement, notarisation, certificate, authority, resolution,
               direction, declaration or exemption from, by or with a Public
               Authority; and

         (b)   in relation to anything which will be prohibited or restricted in
               whole or part by law if a Public Authority intervenes or acts in
               any way within a specified period after lodgment, filing,
               registration or notification, the expiry of such period without
               such intervention or action.

         Balance Date means 31 December 2000.

         Balance Date Net Assets means the net assets of the Company as at the
         Balance Date as disclosed in the December Accounts.

         Bank Bill Rate means the bank bill rate quoted by National Australia
         Bank applicable as at Completion for bills having a face value of
         $100,000 and a duration of 180 days.

         Business means the business carried on by InterTAN Australia as
         described in schedule 1.

         Business Day means a day on which banks are open for business in
         Sydney, New South Wales excluding a Saturday, Sunday or public holiday.

         Charge means the charge granted by the Company in favour of Westpac
         Banking Corporation and registered by the Australian Securities and
         Investments Commission as Charge No. 562900.

         Company means InterTAN Australia Ltd (ACN 002 511 944).

         Company's Fund means the Mercantile Mutual Integra Fund to which the
         Company contributes.

         Completion means completion of the sale and purchase of the Shares
         under this agreement.

         Completion Accounts means the accounts of the Company, including
         statements of their net assets and net liabilities owed to members of
         the Remaining Vendor Group, as at and for the period to the Completion
         Date, prepared in accordance with clause 9.

         Completion Date means:

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Share Acquisition Agreement                               Allen Allen & Hemsley
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         .     the first Business Day which is 2 days after all the Conditions
               Precedent have been satisfied or waived; or

         .     any other date as the parties may agree in writing.

         Completion Date Intra-Group Debt means the liabilities owed by the
         Company to members of the Remaining Vendor Group (excluding the
         liabilities arising from the declaration of the dividend referred to in
         clause 4.4 and any liability of the Company to pay withholding tax in
         relation to that dividend) net of the liabilities owed by the members
         of the Remaining Vendor Group to the Company as at the Completion Date
         as disclosed in the Completion Accounts less the balance of the
         Company's trading account with the Vendor at the Completion Date as
         disclosed in the Completion Accounts.

         Completion Date Net Assets means the net assets of the Company as at
         the Completion Date as disclosed in the Completion Accounts.

         Conditions Precedent means the conditions precedent to Completion of
         this agreement set out in clause 2.1.

         Corporate Structure means the corporate structure diagram of the
         Vendors, entities that the Vendors control and entities that control
         the Vendors which forms part of schedule 1.

         Corrected Purchase Price means the Purchase Price plus the Net Asset
         Correction (or minus the absolute value of the Net Asset Correction if
         the Net Asset Correction is less than zero).

         Data Room means the information compiled by the First Vendor relating
         to the Company which was made available to the Purchaser and which is
         described in the data room index initialled by the parties for
         identification at the time of executing this agreement.

         December Accounts means the accounts of the Company as at and for the
         period to the Balance Date, copies of which were included in the Data
         Room.

         Dividend Amount means all retained earnings (up to a maximum of
         $27,000,000) which the Company is able to pay on the Shares at
         Completion, or such other amount as the parties agree.

         Employee Stock Entitlement means an entitlement arising before
         Completion of an employee, contract manager, contractor, consultant or
         agent of the Company to receive (or to be assisted in purchasing)
         shares in the First Vendor or options over such shares under an
         Employee Stock Program.

         Employee Stock Program means the Company's:

         .     Stock Purchase Program;

         .     Stock Award Incentive Program; or

         .     District Sales Manager/Regional Sales Manager Stock Option Award
               Program.

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Share Acquisition Agreement                              Allen Allen & Hemsley
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         Encumbrance means an interest or power:

         (a)   reserved in or over any interest in any asset including, without
               limitation, any retention of title; or

         (b)   created or otherwise arising in or over any interest in any asset
               under a bill of sale, mortgage, charge, lien, pledge, trust or
               power, by way of security for the payment of debt or any other
               monetary obligation or the performance of any other obligation
               and whether existing or agreed to be granted or created.

         Environmental Requirement means a law, direction or requirement of a
         Government Agency about the environment, planning, building or local
         government and, without limitation, includes a law, direction or
         requirement about:

         (a)   land use and development;

         (b)   heritage preservation and protection or conversation of natural
               or cultural resources;

         (c)   pollution;

         (d)   waste or chemical disposal;

         (e)   toxic or hazardous substances; and

         (f)   allocation, development or exploitation of natural resources.

         Environmental Warranty means Warranty set out at paragraph 14.6 of
         schedule 5.

         Executive Termination Commitment means an obligation of the Company
         under an agreement with each of Mike Pedula, Bryan Ford or Robert
         Davies entered into in January 2001 that arises from the involuntary
         termination of such an employee which is in excess of the Company's
         obligations but for such agreement.

         Expert, in relation to a dispute to be resolved in accordance with
         clause 9, means an independent chartered accountant:

         (a)   agreed by the parties; or

         (b)   failing agreement as nominated by the President of the Institute
               of Chartered Accountants in Australia.

         Freehold Property means the freehold property described in schedule 3.

         Governmental Agency means any:

         (a)   government or governmental, semi-governmental or judicial entity
               or authority; or

         (b)   minister, department, office, commission, delegate,
               instrumentality, agency, board, authority or organisation of any
               government.

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                                                                          Page 4
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Share Acquisition Agreement                              Allen Allen & Hemsley
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         It also includes any regulatory organisation established under statute
         or any stock exchange.

         GST means the goods and services tax as imposed by the GST Law together
         with any related interest, penalties, fines or other charge.

         GST Amount means, in relation to a Taxable Supply, the amount of GST
         for which the supplier is liable in respect of the Taxable Supply
         calculated on the basis that the Value of the Taxable Supply is the
         consideration payable for the Taxable Supply excluding any amount
         payable pursuant to clause 6.

         GST Group has the meaning given to that term by the GST Law.

         GST Law has the meaning given to that term in A New Tax System (Goods
         and Services Tax) Act 1999, or, if that Act does not exist for any
         reason, means any Act imposing or relating to the imposition or
         administration of a goods and services tax in Australia and any
         regulation made under that Act.

         Industry Funds means the REST Fund and the LUCRF Fund.

         Input Tax Credit has the meaning given to that term by the GST Law.

         Intellectual Property means the items specified in schedule 2.

         InterTAN Australia means InterTAN Australia Ltd (ACN 002 511 944).

         InterTan Total Stockholders Equity means the total stockholders equity
         of the Vendor on a consolidated basis as determined in accordance with
         U.S. generally accepted accounting principles (including, without
         limitation, as shown in the Vendor's 10-Q or 10-K reports filed by the
         Vendor with the U.S. Securities & Exchange Commission in respect of the
         period ends to which such reports relate).

         Inventory means the stock of the Company for use in or sale by the
         Business and includes, but is not limited to, raw materials,
         components, work in progress, finished goods, packaging materials and
         spare parts.

         Invoice has the meaning given to that term by the GST Law.

         June Accounts means the audited financial statements of the Company as
         at and for the period ended 30 June 2000, including a statement of
         profit and loss and a balance sheet of the Company.

         Leases means the leases of the Company as at the date of this agreement
         copies of which were included in the Data Room, as listed in the data
         room index initialled by the parties for identification at the time of
         executing this agreement and separately identified in schedule 8.

         Material Contract means the software licence agreement between the
         Company and JDA Worldwide Limited dated 27 May 1999.

         Narta means Narta International Pty Limited (ACN 003 379 486).

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                                                                          Page 5
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Share Acquisition Agreement                              Allen Allen & Hemsley
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         Narta Shares means 12,000 ordinary shares and one redeemable preference
         share in Narta.

         Net Asset Correction means the Completion Date Net Assets minus the
         Balance Date Net Assets.

         Other Funds means other superannuation funds to which InterTAN
         Australia contributes other than the Company's Fund and the Industry
         Funds.

         Payment means any amount payable under, by reference to, or in
         connection with this agreement including, without limitation, the
         provision of any non-monetary consideration and any amount dealt with
         by way of set off.

         Public Authority includes:

         (a)   any government in any jurisdiction, whether federal, state,
               territorial or local;

         (b)   any minister, department, office, commission, delegate,
               instrumentality, agency, board, authority or organisation of any
               government or in which any government is interested;

         (c)   any non-government regulatory authority; and

         (d)   any provider of public utility services, whether or not
               government owned or controlled.

         Purchase Price means $114,139,649.00 minus the Dividend Amount.

         Real Property means the Freehold Property and the Leases.

         Related Body Corporate has the meaning given to that term in the
         Corporations Law.

         Remaining Vendor Group means the Vendors and their respective Related
         Bodies Corporate and related entities.

         Representative Member has the meaning given to that term by the GST
         Law.

         Shares means the shares in the Company described in part B of
         schedule 1.

         Service Agreements means any agreements, whether written or unwritten,
         pursuant to which the Vendor or a member of the Remaining Vendor Group
         provides services (including management services) to the Company as at
         the date of this Agreement.

         Stage 1 Due Diligence Information means the information relating to the
         Company provided to the Purchaser in a bound volume of that title and
         dated 5 October 2000, initialled by the parties for identification at
         the time of executing this agreement.

         Tax includes any tax, levy, impost, deduction, charge, rate, duty
         (including stamp duty), compulsory loan or withholding which is levied
         or imposed by a law,

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                                                                          Page 6
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Share Acquisition Agreement                              Allen Allen & Hemsley
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         regulation, or administrative practice of any Governmental Agency, and
         any related interest, penalty, charge, fee or other amount.

         Tax Invoice has the meaning given to that term by the GST Law.

         Tax Warranty means each of the Warranties set out at paragraphs 13.1
         through 13.17 of schedule 5.

         Taxable Supply has the meaning given to that term by the GST Law.

         Third Party means all persons other than the Purchaser and the Vendors.

         Value has the meaning given to that term by the GST Law.

         Warranties means the warranties and representations by the Warrantor in
         schedules 5 and 6.

         Warrantor means the First Vendor and the Second Vendor.

         Westpac Facility means the Multi-Option Switch Facility Agreement
         between InterTAN Australia and Westpac Banking Corporation dated 27
         November 1996 and amended by letters dated 30 September 1997, 17 July
         1998 and 26 June 2000.

         1936 Act means the Income Tax Assessment Act 1936.

         1997 Act means the Income Tax Assessment Act 1997.

1.2      Interpretation

         Headings are for convenience only and do not affect interpretation. The
         following rules of interpretation apply unless the context requires
         otherwise.

         (a)   The singular includes the plural and conversely.

         (b)   A gender includes all genders.

         (c)   Where a word or phrase is defined, its other grammatical forms
               have a corresponding meaning.

         (d)   A reference to a person includes a body corporate, an
               unincorporated body or other entity and conversely.

         (e)   A reference to a clause, annexure or schedule is to a clause of,
               or annexure or schedule to this agreement.

         (f)   A reference to any party to this agreement or any other agreement
               or document includes the party's successors and permitted
               assigns.

         (g)   A reference to any agreement or document is to that agreement or
               document as amended, novated, supplemented, varied or replaced
               from time to time, except to the extent prohibited by this
               agreement.

         (h)   A reference to any legislation or to any provision of any
               legislation includes any modification or re-enactment of it, any
               legislative provision substituted for it and all regulations and
               statutory instruments issued under it.

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                                                                          Page 7
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Share Acquisition Agreement                              Allen Allen & Hemsley
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         (i)   A reference to dollars or $ is to Australian currency.

         (j)   A reference to a right or obligation of any 2 or more persons
               confers that right, or imposes that obligation, as the case may
               be, jointly and severally.

         (k)   A reference to conduct includes any omission and any statement or
               undertaking, whether or not in writing.

         (l)   A reference to writing includes a facsimile transmission and any
               means of reproducing words in a tangible and permanently visible
               form.

         (m)   Mentioning anything after include, includes or including does not
               limit what else might be included.

         (n)   All references to time are to Sydney time.


2.       Conditions Precedent and ACCC Notification
--------------------------------------------------------------------------------

2.1      Conditions Precedent for the benefit of Purchaser

         Clause 5 will not bind the parties:

         (a)   until the receipt by the Purchaser of all Third Party consents or
               approvals required in connection with or arising from the
               Material Contract in a form reasonably satisfactory to the
               Purchaser;

         (b)   unless and until the Charge has been discharged on terms
               acceptable to the Purchaser; and

         (c)   if at Completion:

               (i)   the Vendors have materially breached this agreement and not
                     remedied such breach to the reasonable satisfaction of the
                     Purchaser; or,

               (ii)  one or more of the Warranties is false, misleading or
                     incorrect in a way which would, in aggregate, result in a
                     material adverse effect on the value of the Company as a
                     whole and which has not been remedied by the Vendors.

2.2      Benefit of Conditions Precedent

         The Conditions Precedent in clause 2.1 are for the sole benefit of the
         Purchaser and may be unilaterally waived by the Purchaser giving
         written notice to the First Vendor.

2.3      Satisfaction of Conditions

         (a)   The Vendors and the Purchaser must each use their reasonable
               endeavours, including rendering assistance to each other, to
               satisfy, or procure the satisfaction of, the Conditions Precedent
               as soon as possible after the date of this agreement.

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                                                                          Page 8
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Share Acquisition Agreement                              Allen Allen & Hemsley
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         (b)   The Vendors and the Purchaser must each promptly notify the other
               in writing if it becomes aware that a Condition Precedent is
               satisfied or becomes incapable of being satisfied.

         (c)   The Purchaser may terminate this agreement by not less than 2
               Business Days' written notice to the First Vendor, if a Condition
               Precedent of which it has the benefit is not satisfied on or
               before 30 June 2001.

         (d)   Either Vendor may terminate this agreement by not less than 2
               Business Days' written notice to the Purchaser, if the Condition
               Precedent in clause 2.1(a) is not satisfied or waived on or
               before 30 June 2001.

         (e)   On termination pursuant to clause 2.3(c) or clause 2.3(d), no
               party has any further obligations under this agreement except
               under:

               (i)   clause 16 (Confidentiality); or

               (ii)  a right or claim which arises before termination.

2.4      ACCC Notification

         The parties acknowledge that the Australian Competition and Consumer
         Commission will be notified of the transaction the subject of this
         agreement. The parties agree to consult with each other in good faith
         as to all matters arising out of or connected with such notification,
         including but not limited to the form of response to any enquiries made
         by the Australian Competition and Consumer Commission and to cooperate
         with any reasonable information requests of the Australian Competition
         and Consumer Commission.


3.       Purchaser's Investigation
--------------------------------------------------------------------------------

         The Vendors shall:

         (a)   ensure that pre-advised nominees of the Purchaser are given
               reasonable access during normal business hours to all management
               employees of the Company, all books and records and assets of and
               under the control of the Company and to each of the Real
               Properties; and

         (b)   promptly provide the Purchaser with all information and
               explanations it reasonably requests about the Company and the
               matters listed in paragraph (a).


4.       Conduct before Completion
--------------------------------------------------------------------------------

4.1      Conduct of business

         The Vendors shall ensure that the Company does not do the following
         things during the period from the date of this agreement to the
         Completion Date (inclusive), without the prior consent of the
         Purchaser.

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                                                                          Page 9
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Share Acquisition Agreement                              Allen Allen & Hemsley
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          (a)  (Conduct of business) Manage and conduct its business other than
               in the ordinary and usual course.

          (b)  (No disposals) Except for disposals of trading inventories in the
               ordinary and usual course of business, dispose of, create any
               Encumbrance over, or declare itself trustee of any asset or agree
               to do so.

          (c)  (No new issues) Allot or issue any share or loan capital or
               securities or other rights convertible into share or loan capital
               or agree to do so.

          (d)  (No distributions) Declare or pay or agree to declare or pay any
               dividend, make any other distribution of its profits, reduce its
               capital, repay any shareholder's loan or advance or buy back any
               of its shares, other than a dividend declared in accordance with
               clause 4.4 such dividend being payable immediately prior to
               Completion (provided that the Company shall not pay such dividend
               until Completion).

          (e)  (Acquisition of shares, etc.) Acquire shares in any other company
               or form any partnership, consortium or joint venture.

          (f)  (Guarantee or Indemnity) Grant any guarantee or indemnity
               otherwise than in the ordinary and usual course of business.

          (g)  (Material commitment) Enter into any commitment or series of
               commitments for more than $100,000 in aggregate or for longer
               than 12 months other than in the ordinary and usual course of
               business.

          (h)  (Constitution)  Change its constitution.

          (i)  (Warranties) Do anything, or fail to do anything, or allow
               anything to happen, which would or would be likely to make a
               Warranty false or misleading when made under this agreement, or
               when regarded as made under this agreement.

          (j)  (Employees) Employ a new person, terminate a person who is an
               existing management employee at the date of this agreement,
               change a term of employment or agree to an increase in
               remuneration or benefit of any form to a person who is an
               employee at the date of this agreement, otherwise than in the
               ordinary and usual course of business.

          (k)  (Dealings) Deal with any person except at arm's length or acquire
               any real property for more than market value. The Purchaser
               acknowledges that payment, by the Company to the First Vendor, of
               management fees in continuance of its ordinary and usual course
               of business does not constitute a breach of this clause 4.1.

4.2       Supply of services by the Vendors

          The Vendor will, and will procure that members of the Remaining Vendor
          Group will, cease to supply pursuant to and terminate the Service
          Agreements on the Completion Date.

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4.3       Directors' and officers' insurance

          The Purchaser acknowledges that the current directors and officers of
          the Company:

          (a)  are, at the date of this agreement, insured under a worldwide
               policy held by the First Vendor; and,

          (b)  will cease to be insured under that policy on the Completion
               Date.

4.4       Dividend

          (a)  The parties agree that prior to Completion, the Vendors shall
               ensure that the Company shall declare a dividend on its ordinary
               shares equal, in total, to the Dividend Amount. The record date
               for the dividend shall be one day prior to the Completion Date
               and the dividend shall be payable on Completion.

          (b)  The First Vendor shall notify the Purchaser of:

               (i)   the amount of the Dividend Amount; and

               (ii)  the amount, if any, by which the Dividend Amount will
                     exceed the balance of the Company's franking account on
                     Completion,

               not less than 2 Business Days prior to Completion.

          (c)  The First Vendor indemnifies the Purchaser against any claim,
               loss, liability, cost or expense, direct or indirect, which the
               Purchaser or the Company pays or is liable for arising from the
               payment of an unfranked dividend pursuant to clause 7.7 to the
               extent that that claim, loss, liability, cost or expense exceeds
               the amount withheld by the Company pursuant to clause 7.7.

4.5       Employee Stock Entitlements

          (a)  The Vendors shall terminate, with effect from before Completion,
               the participation of all employees, contract managers,
               contractors, consultants or agents of the Company in the Employee
               Stock Programs.

          (b)  The Vendors shall satisfy all Employee Stock Entitlements before
               Completion. To the extent that any Employee Stock Entitlement is
               not satisfied before Completion, the Completion Accounts shall
               make accrual for that Employee Stock Entitlement in accordance
               with clause 9.3(b).


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5.       Sale and Purchase
--------------------------------------------------------------------------------

5.1      Sale of Shares

         On Completion, the Vendors, as beneficial owners, will sell and the
         Purchaser will purchase, free and clear of all Encumbrances, the Shares
         for the Purchase Price.

5.2      Title and Risk

         On Completion, title to the Shares and risk in the Shares shall pass to
         the Purchaser.


6.       GST
--------------------------------------------------------------------------------
         The parties agree that:

         (a)   all Payments are exclusive of GST;

         (b)   each party will comply with its obligations under the Trade
               Practices Act 1974 when calculating the amount of any Payment and
               the amount of any relevant Payments will be adjusted accordingly;

         (c)   if the whole or any part of any Payment is the consideration for
               a Taxable Supply for which the payee is liable to GST, the payer
               must pay to the payee an additional amount equal to the GST
               Amount. Unless otherwise agreed in writing, such additional
               amount is to be paid on the date five Business Days after the
               date on which an Invoice is issued in relation to the Taxable
               Supply;

         (d)   if, in relation to a Taxable Supply, an Adjustment Event occurs
               that gives rise to an Adjustment then the GST Amount will be
               adjusted accordingly and where necessary a payment will be made
               to reflect that adjustment. If a payment is required it will be
               made within five Business Days of the issue of the Adjustment
               Note by the supplier;

         (e)   if a party is a member of a GST Group, references to GST for
               which the party is liable and to Input Tax Credits to which the
               party is entitled include GST for which the Representative Member
               of the GST Group is liable and Input Tax Credits to which the
               Representative Member is entitled; and

         (f)   any reference to a cost or expense in this agreement excludes any
               amount in respect of GST forming part of the relevant cost or
               expense when incurred by the relevant party for which that party
               can claim an Input Tax Credit.

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7.       Completion
--------------------------------------------------------------------------------

7.1      Place for Completion

         Completion will take place at the offices of Allen Allen & Hemsley in
         Sydney before 3 pm on the Completion Date.

7.2      Documents to be delivered

         The Vendor shall ensure that the following documents are delivered to
         the Purchaser on or before Completion.

         (a)   (Share certificates) The share certificates in respect of the
               Shares.

         (b)   (Transfers) Transfers in registrable form in favour of the
               Purchaser, or such other transferees as the Purchaser may direct,
               duly executed by each registered holder as transferor of the
               Shares.

         (c)   (Declarations of trust) The declaration of trust (if any) by each
               person holding Shares in trust for a Vendor.

         (d)   (Records) The register of members, register of charges, minute
               books, ledgers, journals and books of account, the certificate of
               incorporation, the common seal, share certificate books, the
               documents of title to the Real Property and all other assets of
               the Company and all other records and documents relating to the
               business and property of the Company including copies of all
               contracts that are used in or connected with the conduct of the
               Business. (For the purpose of this paragraph (d) it is
               acknowledged that constructive delivery will suffice by leaving
               such records at the Company's premises).

         (e)   (Charge and Westpac Facility) Documentation sufficient to
               demonstrate and evidence that the charge has been discharged and
               the Westpac Facility terminated.

         (f)   (Powers of attorney) A power of attorney in the form set out in
               schedule 4 granted by each registered holder of the Shares.

         (g)   (Resignations) The written resignation of each director and
               secretary of the Company from the office of director or
               secretary, as the case may be (but not as an employee), nominated
               by the Purchaser and effective on the appointment of the
               directors and secretary to be appointed at the board meeting
               commenced under clause 7.4. Each resignation must acknowledge
               that the resigning officer has no claim against the Company in
               his or her capacity as a director or secretary.

         (h)   (Bank Accounts) Cheque books of the Company and a list of all
               bank accounts kept by the Company.

         (i)   (Confirmation) Written confirmation that the Condition Precedent
               in clause 2.1(c) has been satisfied.

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          (j)  (Consents) Consents in unconditional terms required on the change
               of control of the Company by each Third Party to a Material
               Contract, executed by each such Third Party and the Vendor (as
               applicable).

          (k)  (Authorisations) All licences, permits or Authorisations issued
               by a Public Authority to the Company used in the conduct of the
               Business.

          (l)  (Names) Registration certificates and other documents of title
               for the Real Property and the Intellectual Property.

          (m)  (Domain Names) Details of the domain name registry keys for the
               domain names used by the Company in the conduct of the Business.

          (n)  (Other) Any other documents reasonably required by the Purchaser.

7.3       Approval of transfers

          The Vendors shall ensure that a meeting of the directors of the
          Company is held on or before Completion at which the directors
          resolve:

          (a)  to approve the registration of the transfers of the Shares
               (subject only to payment of stamp duty); and

          (b)  to issue new share certificates for the Shares in the names of
               transferees (subject only to payment of stamp duty).

7.4       Completion board meetings

          The Vendors shall ensure that a meeting of the directors of the
          Company is held on or before Completion at which, effective from
          Completion:

          (a)  the nominees of the Purchaser are appointed as directors and
               secretaries and the resignation of each resigning director and
               secretary is accepted;

          (b)  the registered office of the Company is changed to an address
               nominated by the Purchaser; and

          (c)  all existing mandates for the operation of bank accounts by the
               Company are revoked and replaced with mandates approved by the
               Purchaser.

7.5       Resignation of auditor

          Subject to the approval of the Australian Securities and Investments
          Commission, the Vendors shall ensure that the Auditor resigns as
          auditor of the Company and is replaced by a firm nominated by the
          Purchaser with effect from Completion. Nothing in this clause 7.5
          shall affect the choice of the Auditor as auditor of the Completion
          Accounts under clause 9.

7.6       Payment of Purchase Price

          On Completion, after satisfaction of the Vendors' obligations under
          this clause, the Purchaser shall pay the Purchase Price to, or to the
          direction of, the First Vendor by telegraphic transfer in immediately
          available funds to an account

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          nominated by the First Vendor before Completion. The parties agree
          that the Purchaser may pay the portion of the Purchase Price to which
          the Second Vendor is entitled to the First Vendor, who shall hold such
          amount on behalf of the Second Vendor.

7.7       Discharge of Intra-Group Liabilities

          On Completion, immediately after payment of the Purchase Price, the
          Purchaser shall fund the Company so that the Company is able to
          discharge the debts created by the declaration of the dividend
          referred to in clause 4.4. Immediately following such funding, the
          parties shall procure that the Company pay that dividend, less any
          amount which the Company is required to withhold on account of the
          dividend not being fully franked.

7.8       Simultaneous completion

          Neither the Vendors nor the Purchaser need complete the sale of any
          Shares unless the sale of all the Shares is completed simultaneously.
          Neither Vendor is obliged to complete the sale of the Shares unless
          the Purchaser has performed, or is ready, willing and able to perform,
          its obligations under clause 7.7.

8.        Notice to Complete
--------------------------------------------------------------------------------

8.1       Notice by the Purchaser

          If any Vendor fails to satisfy its obligations under clause 5 on or
          before Completion, the Purchaser may give that Vendor a notice
          requiring it to satisfy those obligations within a period of 15 days
          from the date of receipt of the notice. If that Vendor fails to
          satisfy those obligations on the date specified in the Purchaser's
          notice, the Purchaser may, without affecting or limiting any other
          rights it might have, terminate this agreement.

8.2       Notice by the Vendor

          If the Purchaser fails to satisfy its obligations under clause 5 on or
          before Completion, any Vendor may give the Purchaser a notice
          requiring it to satisfy those obligations within a period of 15 days
          from the date of receipt of the notice. If the Purchaser fails to
          satisfy those obligations on the date specified in the Vendor's
          notice, that Vendor may, without affecting or limiting any other
          rights the Vendor might have, terminate this agreement.

9.        Post-Completion Payments
--------------------------------------------------------------------------------

9.1       Preparation of Completion Accounts

          (a)  As soon as possible after Completion and in any event no later
               than 60 days after the Completion Date, the Purchaser must
               procure that draft

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               Completion Accounts (the Preliminary Completion Accounts) are
               prepared, audited by the Auditor and delivered to the Vendor.

          (b)  The Preliminary Completion Accounts must be prepared in
               accordance with:

               .    the accounting principles and practices that governed the
                    preparation of the December Accounts; and

               .    the accounting principles and practices that governed the
                    preparation of the June Accounts,

               provided that in the case of any difference between the above
               principles and practices the accounting principles and practices
               which governed the preparation of the June Accounts shall
               prevail.

          (c)  The Vendors have 14 days from the date they are provided with
               copies of the Preliminary Completion Accounts (the Review Period)
               to agree with or dispute the Preliminary Completion Accounts.

          (d)  During the Review Period, the Purchaser must provide, and must
               ensure that the Company provides, the Vendors and their advisers
               with reasonable access to:

               (i)   all documents and working papers which have been prepared,
                     used or relied on in the preparation of the Preliminary
                     Completion Accounts; and

               (ii)  the Auditor, its documents, working papers and personnel.

          (e)  If the Vendors do not dispute the Preliminary Completion Accounts
               within the Review Period, then it will be deemed to have accepted
               the Preliminary Completion Accounts and the Preliminary
               Completion Accounts will be deemed to be the Completion Accounts
               for the purposes of this agreement.

          (f)  If the Vendors dispute the Preliminary Completion Accounts then:

               (i)   the Vendor must give notice (the Dispute Notice) to the
                     Purchaser within the Review Period that they dispute the
                     Preliminary Completion Accounts; and

               (ii)  the Vendor and the Purchaser must, in good faith and for a
                     period of 14 days following the date upon which the Vendors
                     give the dispute notice to the Purchaser, attempts to
                     negotiate a resolution of the dispute.

               If the Purchaser and the Vendors agree upon a resolution of the
               dispute then the Preliminary Completion Accounts, as amended (if
               applicable) by agreement between the Purchaser and the Vendors,
               will be deemed to be the Completion Accounts for the purposes of
               this agreement.

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               (g)  If the dispute is not resolved during the time referred to
                    in paragraph (f) above, the dispute will immediately be
                    referred to the Expert for resolution. The Expert will act
                    as an expert, not an arbitrator, in determining the dispute
                    and his or her determination will be final and binding.

               (h)  Within 7 days of the referral to the Expert:

                    (i)   the Purchaser must provide to the Expert:

                          (A) the Preliminary Completion Accounts;

                          (B) the June Accounts and the December Accounts;

                          (C) access to all documents and working papers which
                              have been prepared, used or relied on in the
                              preparation of the Preliminary Completion Accounts
                              including, to the extent possible, access to the
                              Auditor, its documents, working papers and
                              personnel; and

                          (D) any submissions it wishes the Expert to consider;
                              and

                    (ii)  the Vendors must provide to the Expert any submissions
                          they wish the Expert to consider.

               (i)  Without limitation to paragraph (h) above, the Purchaser and
                    the Vendors will direct the Expert to make his or her
                    determination as soon as is reasonably practicable and will
                    give the Expert all reasonable assistance as appropriate or
                    as requested by the Expert from time to time.

               (j)  The Preliminary Completion Accounts, as amended (if
                    applicable) in accordance with the Expert's determination,
                    will be deemed to be the Completion Accounts for the
                    purposes of this agreement.

9.2            Certain Principles adopted in Preparing Completion Accounts

               Subject to clause 9.1(b) (except in relation to clause 9.2(e)),
               each of the following principles and requirements is to be
               included in the Completion Accounts.

               (a)  Redundant, obsolete, excessive and slow moving Inventories
                    of the Company have been written off or written down to an
                    amount which is not greater than their net realisable value
                    in the ordinary and usual course of business.

               (b)  The basis of valuation for Inventories is:

                    (i)   for stock-in-trade, the lower of net cost (including
                          all rebates, discounts, allowances and any other
                          recoveries) and net realisable value; and

                    (ii)  for work-in-progress and finished goods, the lower of
                          cost (including an appropriate share of fixed and
                          variable overheads) and net realisable value.

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Share Acquisition Agreement                               Allen Allen & Hemsley
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          (c)  The rate of depreciation applied to each item of property, plant
               and equipment:

               (i)   is to be applied consistent with the practice and policy
                     applied over the last 3 previous accounting years of the
                     Company; and

               (ii)  is to be adequate to write down the value of each fixed
                     asset to its net realisable value as at the end of its
                     useful working life.

          (d)  There are to be no actual liabilities or contingent liabilities
               of the Company (including all liabilities for entitlements of the
               employees of the Company and any contractual commitments
               requiring a provision for liability or expenditure) at the
               Completion Date other than those disclosed in the Completion
               Accounts. This paragraph (d) does not apply to any liability
               connected with the subject matter of the ACCC Indemnity.

          (e)  No asset is to be given a higher valuation, either on its own or
               in combination with other assets, in the Completion Accounts than
               the value given to it in the December Accounts.

          (f)  The assets of the Company which are reflected in the Completion
               Accounts must comprise all the material assets of the Company
               used in connection with or necessary for the continuing conduct
               of the Businesses of the Company as at Completion and, other than
               the assets reflected in the Completion Accounts, there are to be
               no other material assets current or non-current, tangible or
               intangible which form part of or are used in connection with the
               conduct of the Business of the Company as at Completion.

9.3       Treatment of dividend and Employee Stock Entitlements

          Notwithstanding any other provision of this clause:

          (a)  neither the impact of the dividend to be declared and paid
               pursuant to clause 4.4 nor the liability of the Company to pay
               any withholding tax in relation to that dividend shall be taken
               into account in the preparation of the Completion Accounts; and

          (b)  the Completion Accounts must make accrual for any Employee Stock
               Entitlement existing at Completion.

9.4       Payment of Net Asset Correction

          (a)  If the Net Asset Correction is greater than zero, the Purchaser
               must pay that amount to the Vendors within 14 days of
               finalisation of the Completion Accounts, together with interest
               on such amount at the Bank Bill Rate from the Completion Date to
               the date of payment.

          (b)  If the Net Asset Correction is less than zero, the Vendors must
               pay that amount to the Purchaser within 14 days of finalisation
               of the Completion

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               Accounts, together with interest on such amount at the Bank Bill
               Rate from the Completion Date to the date of payment.

9.5       Completion Date Intra-Group Debt

          (a)  If the Completion Date Intra-Group Debt is greater than zero, the
               Purchaser must procure that the Company pays that amount to the
               Vendors within 14 days of finalisation of the Completion
               Accounts, together with interest on such amount at the Bank Bill
               Rate from the Completion Date to the date of payment.

          (b)  If the Completion Date Intra-Group Debt is less than zero, the
               Vendors must pay that amount to the Company within 14 days of
               finalisation of the Completion Accounts, together with interest
               on such amount at the Bank Bill Rate from the Completion Date to
               the date of payment.

10.       Leases
--------------------------------------------------------------------------------

          The Purchaser must use, and the Vendors must procure that the Company
          uses, reasonable endeavours to obtain the consent of the relevant
          Third Parties, where required, to the assignment or deemed assignment
          of, or the change of control of the Company which is a party to, each
          Lease. Failure to obtain any such consent in respect of Leases which
          are not Material Contracts will not give the Purchaser any right to
          terminate this agreement.

11.       Warranties
--------------------------------------------------------------------------------

11.1      Warranties by the Vendor

          The First Vendor and the Second Vendor jointly and severally represent
          and warrant to the Purchaser in the terms set out in schedules 5 and
          6.

11.2      Indemnity

          The First Vendor and the Second Vendor jointly and severally indemnify
          the Purchaser against any claim, loss, liability, cost or expense,
          direct or indirect, which the Purchaser or the Company pays or is
          liable for arising from:

          (a)  a Warranty being false or misleading when made or regarded as
               having been made under this agreement;

          (b)  a breach by either or both of First Vendor and Second Vendor of
               this agreement;

          (c)  the ACCC Dispute; or

          (d)  an Executive Termination Commitment.

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11.3     Effective dates

         Each Warranty is given both as at the date of this agreement and as at
         the Completion Date, except that where a Warranty is expressed to be
         made as at another date the Warranty is given with respect to that date
         only.

11.4     Disclosures

         Each Warranty is subject to any matter or transaction that:

         (a)   is specifically provided for or disclosed in this agreement;

         (b)   is fairly and accurately described in schedule 7 to this
               agreement in relation to the Warranty;

         (c)   is fairly and accurately disclosed in the Data Room; or,

         (d)   is fairly and accurately disclosed in the Stage 1 Due Diligence
               Information.

11.5     Purchaser's Acknowledgment

         The Purchaser acknowledges and agrees that:

         (a)   it has had before the date of this agreement the opportunity to
               examine all information or material in the Data Room;

         (b)   it has had before the date of this agreement the opportunity to
               interview senior management personnel of InterTAN Australia;

         (c)   it has knowledge and experience in financial and business matters
               and in matters relating to the retail electronics industry in
               Australia and is capable of evaluating the merits associated with
               entering into and performing its obligations under this
               agreement,

         and that the Purchase Price reflects the Purchaser's assessment of the
         matters referred to in paragraphs (a) and (b) above, having had regard
         to its knowledge and experience referred to in paragraph (c) above.

11.6     No reliance

         The Purchaser acknowledges that:

         (a)   at no time has:

               (i)   the Warrantor, or any person on the Warrantor's behalf,
                     made or given; or

               (ii)  the Purchaser relied on,

               any representation, warranty, promise or forecast except those
               referred to in clause 11.1; and

          (b)  no other statements or representations:

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               (i)   have induced or influenced the Purchaser to enter into this
                     agreement or agree to any or all of its terms;

               (ii)  have been relied on in any way as being accurate by the
                     Purchaser;

               (iii) have been warranted to the Purchaser as being true; or

               (iv)  have been taken into account by the Purchaser as being
                     important to the Purchaser's decision to enter into this
                     agreement or agree to any or all of its terms.

11.7     Statutory Actions

         To the extent permitted by law, the Purchaser agrees not to make and
         waives any right it may have to make any claim against the Vendor or
         any of its officers, employees, agents or advisers under s995 of the
         Corporations Law, s52 of the Trade Practices Act 1974, s12DA of the
         Australian Securities and Investments Commission Act 1989 or s42 of the
         Fair Trading Act 1987 (NSW) or any corresponding or similar provision
         of any Australian State or Territory legislation for any statement or
         representation, whether in a Warranty or not, made concerning the
         Shares, the Company or the Business.

11.8     Notification of Warranty breach before Completion

         If on or before Completion the Purchaser becomes aware of any breach or
         potential breach of any Warranty, the Purchaser must:

          (a)  notify the Warrantor of this; and

          (b)  allow the Warrantor a reasonable opportunity to remedy the breach
               or potential breach.

         Any failure by the Purchaser to comply with this clause 11.8 shall not
         prejudice or affect in any way affect the Purchaser's rights under this
         clause 11, including without limitation the Purchaser's rights under
         clause 11.2(a).

11.9     Dealing with Warranty breach after Completion

         If the Purchaser becomes aware after Completion of any circumstance
         which constitutes a breach of any Warranty, including (without
         limitation) a claim against a Company which if satisfied would result
         in a claim for breach of any Warranty, the Purchaser must do each of
         the following:

         (a)   promptly give the Warrantor full details of the circumstances and
               any further related circumstances of which the Purchaser becomes
               aware;

         (b)   take reasonable steps to mitigate any loss which may give rise to
               a claim against the Warrantor for breach of any Warranty; and

         (c)   following written notice to the Purchaser give the Warrantor and
               its professional advisers reasonable access during business hours
               to:

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               (i)   the personnel and premises of the Purchaser or the Company;
                     and

               (ii)  relevant documents and records within the power, possession
                     or control of the Purchaser or the Company,

               to enable the Warrantor and its professional advisers to examine
               the circumstances documents and records and to take reasonable
               copies or photographs of them at their own expense.

11.10     Proceedings in respect of a claim

          Any claim by the Purchaser for a breach of any Warranty will (if not
          previously satisfied, settled or withdrawn) be taken to be waived or
          withdrawn and will be barred and unenforceable on the first
          anniversary of the date the claim is made unless proceedings in
          respect of the claim have been commenced against the Warrantor.
          Proceedings will not be taken to be commenced unless they have been
          both issued and served on the Warrantor.

11.11     Limitation on liability

          Despite any other provision of this agreement, each of the following
          applies.

          (a)  (Maximum liability) Subject to paragraph (b) the maximum
               aggregate liability of the Vendors for any breach of this
               agreement is $12 million (with a maximum aggregate liability for
               all breaches of this agreement other than breaches of Tax
               Warranties of $8 million). If a claim for breach of a Tax
               Warranty is notified to the Vendors after 9 months from the
               Completion Date then the maximum liability of the Vendors for a
               breach of such Tax Warranty is $4 million.

          (b)  The limitations described in paragraph (a) do not apply to:

               (i)   claims under the ACCC Indemnity, in respect of which the
                     maximum aggregate liability of the Vendors shall be
                     $500,000; or

               (ii)  a claim under clause 11.2(d); or

               (iii) a breach of the Warranties relating to Power and Authority
                     (paragraph 2 of schedule 5) or Title and Share Capital
                     (paragraph 3 of schedule 5), in respect of which the
                     maximum liability is limited to the Corrected Purchase
                     Price; or

               (iv)  the Vendors' obligations to pay the Net Asset Correction;
                     or

               (v)   a claim under clause 4.4(c).

          (c)  (Notice of claims) Subject to paragraph (d), the Vendors shall
               not have any liability in respect of any claim under the
               Warranties unless the Purchaser has notified the Vendor of the
               claim within 9 months after the Completion Date.

--------------------------------------------------------------------------------
                                                                         Page 22
<PAGE>

Share Acquisition Agreement                               Allen Allen & Hemsley
--------------------------------------------------------------------------------


          (d)  (Notice of Tax matters) The Vendor shall not have any liability
               in respect of any claim under a Tax Warranty unless the Purchaser
               has notified the Vendor of the claim within 24 months after the
               Completion Date.

          (e)  (Credit) In the case of Warranties except for Tax Warranties if
               after the Vendor has made a payment to the Purchaser under a
               claim made under the Warranties, the Purchaser or the Company
               receives any benefit or credit by reason of the matters to which
               the payment relates then the Purchaser or Company, as the case
               may be, shall immediately repay to the Vendor a sum corresponding
               to the amount of the payment or (if less) the amount of the
               benefit or credit.

          (f)  (Disclosures) The Vendor shall not be liable in respect of any
               matter or transaction by which a Warranty is qualified under
               clause 11.4.

          (g)  (Thresholds) The Vendor shall not have any liability in respect
               of any proper claim under the Warranties unless:

               (i)  the amount of the claim when aggregated with all other
                    claims which arise from the same set of facts or
                    circumstances is greater than $100,000; and,

               (ii) in the case of Warranties other than Tax Warranties when
                    aggregated with the amount of any other claims properly made
                    against the Vendor under this agreement, exceeds the sum of
                    $500,000 in which event the Purchaser may recover the total
                    amount of all claims properly made against the Vendor under
                    this Agreement and is not limited to recovering amounts
                    claimed over and above the $500,000 threshold.

          (h)  (Change of law) The Warrantor will not be liable to the Purchaser
               for any claim under the Warranties:

               (i)  where the claim is as a result of any legislation not in
                    force at the date of this agreement, including legislation
                    which takes effect retrospectively; or

               (ii) where the claim is as a result of or in respect of a change
                    in the judicial interpretation of the law in any
                    jurisdiction after the date of this agreement.

          (i)  (Insurance) Where a claim for breach of a Warranty has been made,
               the Purchaser will reimburse the Vendors in respect of any claim
               made in respect of a breach of Warranty to the extent to which
               any amount in relation to the claim is recovered by the Company
               or Purchaser under the terms of an insurance policy.

--------------------------------------------------------------------------------
                                                                         Page 23
<PAGE>

 Share Acquisition Agreement                               Allen Alen & Hemsley
--------------------------------------------------------------------------------

11.12    Reduction of Purchase Price

         Any monetary compensation received by the Purchaser as a result of any
         breach of any Warranty shall be in reduction and refund of the Purchase
         Price.


12.      Purchaser's Warranties
--------------------------------------------------------------------------------

12.1     Warranties

         The Purchaser represents and warrants to the Vendors that:

         (a)  it is duly incorporated under the laws of the place of its
              incorporation;

         (b)  it has the power and authority to execute and exchange this
              agreement and perform and observe all its terms;

         (c)  this agreement has been duly executed by the Purchaser and is a
              legal, valid and binding agreement of the Purchaser enforceable
              against it in accordance with its terms;

         (d)  the Purchaser is not bound by any contract which may restrict the
              Purchaser's right or ability to enter into or perform this
              agreement;

         (e)  no resolutions have been passed nor has any other step been taken
              or legal proceedings been started or threatened against it for its
              winding up or dissolution or for the appointment of a liquidator,
              receiver, administrator, administrative receiver or similar
              officer over any or all of its assets, and no regulatory action of
              any nature has been taken, which would prevent, inhibit or
              otherwise have a material adverse effect on its ability to fulfil
              its obligations under this agreement.

12.2     Indemnity

         The Purchaser indemnifies the Vendors against any claim, loss,
         liability, cost or expense, direct or indirect, which the Vendors pay
         or are liable for arising from:
         (a)  a warranty given under clause 12.1 being false or misleading when
              made or regarded as made under this agreement; or

         (b)  a breach by the Purchaser of this agreement.


13.      Restraint
--------------------------------------------------------------------------------

13.1     Protected Business

         The Vendors are selling the shares in InterTAN Australia, which
         conducts business as a radio, television and consumer electronics
         retailer, to the Purchaser. In this clause, the Protected Business is
         agreed to be the business carried on by InterTAN Australia as at the
         Completion Date.

-------------------------------------------------------------------------------


                                                                         Page 24
<PAGE>

 Share Acquisition Agreement                              Allen Alen & Hemsley
--------------------------------------------------------------------------------

         The undertakings in this clause are given for the benefit of the
         Purchaser and any transferee of the Shares nominated by the Purchaser
         under this agreement.

         For the protection of the goodwill of the Protected Business, each
         Vendor gives the undertakings in this clause and agrees that such
         undertakings are reasonable for the protection of the goodwill of the
         business of the Protected Business. Each Vendor acknowledges that it
         has taken independent legal advice in relation to this clause and that
         any breach of any of its undertakings under this clause may not
         adequately be compensated by an award of damages and will entitle the
         Purchaser, in addition to any other remedies available at law or in
         equity, to seek an injunction to restrain the committing of any breach
         (or continuing breach).

13.2     Prohibited Persons

         The undertakings in this clause affect certain entities which are
         called Prohibited Persons. Entity means any person, body corporate,
         trust, partnership, joint venture or other entity of any description.

         Each of the Vendors is a Prohibited Person. Each Vendor also agrees
         that all entities which control it, are controlled by it or are under
         common control with it following Completion (including but not limited
         to the Vendor's Related Bodies Corporate and related entities) are
         Prohibited Persons and agrees to procure that those additional
         Prohibited Persons do not breach the undertakings in this clause.

         In this clause, control includes any control by the relevant entity,
         whether direct or indirect, whether by legally enforceable arrangements
         or otherwise and whether or not such control is subject to any
         condition or restraint.

13.3     Duration of restraint

         The undertakings in this clause are given for a period commencing from
         the Completion Date for:
         (a)  5 years;
         (b)  4 years;
         (c)  3 years;
         (d)  2 years; and
         (e)  1 year.

13.4     Geographic limitation

         An activity restrained by this clause is restrained if and only if it
         occurs within Australia or New Zealand.

-------------------------------------------------------------------------------


                                                                         Page 25
<PAGE>

 Share Acquisition Agreement                               Allen Alen & Hemsley
--------------------------------------------------------------------------------

13.5     Restraint

         No Prohibited Person shall, directly or indirectly or through
         interposed entities, on any account, pretence or in any capacity
         including on its own account or in partnership or joint venture with
         any other person or as trustee or agent;

         (a)  carry on, or be concerned or engaged in;

         (b)  in any way be interested in (whether as a lender, investor,
              shareholder, unitholder, beneficiary or otherwise); or

         (c)  provide services in relation to (whether as an employee,
              consultant, advisor or otherwise);

         a Restrained Activity or carry out any preparatory steps in relation to
         any of the above.

13.6     Restrained Activity

         The following activities are Restrained Activities:

         (a)  a business or activity of a type the same or substantially the
              same in any material respect as the Protected Business (or any
              part of it);

         (b)  a business or activity of a type which is competitive, or
              potentially competitive, in any material respect with the
              Protected Business (or any part of it);

         (c)  an attempt to hire any employee (or full time consultant) of the
              Protected Business or any hiring of any such person or otherwise
              obtaining the services of such a person whether as consultant,
              adviser or otherwise. For this purpose the employees and
              consultants of the Protected Business are its employees and
              consultants as at the date of this agreement.

13.7     Purchaser can assign benefit

         If the Purchaser sells InterTAN Australia or its business, or if
         InterTAN Australia sells its business, the Purchaser is entitled to
         assign the benefit of this clause to the purchaser under such a sale.

13.8     Exempted activities
         (a)  Notwithstanding the undertakings given above and subject to
              paragraph (b), the parties agree that the following activities are
              exempt from the restrictions contained in this clause:

              (i)   the hiring, attempting to hire or continuing to hire, any
                    employee or consultant of the Protected Business, provided
                    that the services provided by the employee are not provided
                    in Australia or New Zealand;

--------------------------------------------------------------------------------


                                                                         Page 26
<PAGE>

 Share Acquisition Agreement                               Allen Alen & Hemsley
--------------------------------------------------------------------------------

              (ii)  dealing, or continuing to deal, with any supplier to the
                    Protected Business, provided that the goods supplied by the
                    supplier are not sold by a Vendor in Australia or New
                    Zealand;

              (iii) selling consumer electronic goods via the Internet;

              (iv)  any activity approved in writing by the Purchaser.

         (b)  Paragraph (a)(iii) does not apply to the Vendors or any entity
              controlled by either of them.

13.9     Consideration

         Each Vendor agrees that the consideration for the undertakings given by
         it in this clause is included in the purchase price for the Shares.

13.10    Restraints Independent

         Each of the restraints contained in this clause 13 constitutes and is
         to be construed as a separate, severable and independent provision from
         the other restraints (but cumulative in overall effect) as regards the
         Vendor and each Prohibited Person.

13.11    Severability

         Any provision of this clause 13 which is unenforceable or partially
         unenforceable is, where possible, to be severed to the extent necessary
         to make this clause enforceable.

14.      Notices
--------------------------------------------------------------------------------

         Any notice given under this agreement:
         (a)  must be in writing addressed to the intended recipient at the
              address shown below or the address last notified by the intended
              recipient to the sender:



              the First Vendor
              InterTAN, Inc.
              Suite 904, The Royal Centre
              3300 Highway #7
              Concord  ONTARIO  L4K 4M3
              CANADA
              Attention:        Corporate Counsel
              Fax:              +1 905 760 9722

--------------------------------------------------------------------------------


                                                                         Page 27

<PAGE>

 Share Acquisition Agreement                              Allen Alen & Hemsley
--------------------------------------------------------------------------------

              the Second Vendor
              c/o InterTAN, Inc.
              Suite 904, The Royal Centre
              3300 Highway #7
              Concord  ONTARIO  L4K 4M3
              CANADA
              Attention:        Corporate Counsel
              Fax:              +1 905 760 9722



              the Purchaser
              Dick Smith Electronics Holdings Pty Ltd
              Level 5, 540 George Street
              Sydney  NSW  2000
              AUSTRALIA
              Attention:        Company Secretary
              Fax:              +61 2 9323 1596

         (b)  must be signed by a person duly authorised by the sender; and

         (c)  will be taken to have been given or made (in the case of delivery
              in person or by post or fax) when delivered, received or left at
              the above address, but if delivery or receipt occurs on a day on
              which business is not generally carried on in the place to which
              the communication is sent or is later than 4pm (local time) it
              will be taken to have been duly given or made at the commencement
              of business on the next day on which business is generally carried
              on in the place.

15.      Other Post Completion Obligations
--------------------------------------------------------------------------------

15.1     Maintenance of Minimum Net Assets

         The Vendors agree that they shall not at any time within 6 months
         following Completion, allow InterTAN Total Stockholders Equity to be
         less than US$20 million without having first procured the guarantee of
         the Vendors' obligations under this Agreement, in form and substance
         reasonably acceptable to the Purchaser and including a requirement that
         the guarantor must at all times fulfil the financial requirements that
         would otherwise apply in respect of InterTAN Total Stockholders Equity
         under this clause 15.1.

15.2     Notice

         The Vendor agrees that it shall give 15 Business Days written notice to
         the Purchaser of any transaction or proposed transaction that would
         result or be likely to result in InterTAN Total Stockholders Equity
         falling below the levels

--------------------------------------------------------------------------------


                                                                         Page 28
<PAGE>

Share Acquisition Agreement                                 Allen Alen & Hemsley
--------------------------------------------------------------------------------

         required under clause 15.1 within 6 months of Completion or if there
         are outstanding claims by the Purchaser against the Vendors under this
         agreement.


16.      Non-Disclosure
--------------------------------------------------------------------------------

16.1     Confidentiality

         Subject to clause 16.3, each party shall keep the terms of this
         agreement confidential.

16.2     Purchaser's investigation

         Subject to clause 16.3, any confidential information obtained by the
         Purchaser from the Data Room or in the course of its investigation
         under clause 3 shall be kept confidential:
         (a)  until the Completion Date; and

         (b)  after the Completion Date, if Completion does not occur.

16.3     Exceptions

         A party may make any disclosures in relation to this agreement as, in
         its absolute discretion, it thinks necessary to:

         (a)  its professional advisers, bankers, financial advisers and
              financiers, if those persons undertake to keep information
              disclosed confidential;

         (b)  comply with any applicable law or requirement of any regulatory
              body (including any relevant stock exchange); or

         (c)  any of its employees to whom it is necessary to disclose the
              information, on receipt of an undertaking from that employee to
              keep the information confidential.

16.4     Public announcements

         Except as required by applicable law or the requirements of any
         regulatory body (including any relevant stock exchange), no party shall
         issue or make a press release or other public announcement relating to
         this agreement or the transactions dealt with by this agreement without
         the consent of the other parties to the form, content and timing of the
         release or announcement, such consent not to be unreasonably withheld.

17.      Further Assurances
--------------------------------------------------------------------------------

         Each party shall take all steps, execute all documents and do
         everything reasonably required by it to give effect to any of the
         transactions contemplated by this agreement.

--------------------------------------------------------------------------------


                                                                         Page 29
<PAGE>

18.      Entire Agreement
--------------------------------------------------------------------------------

         This agreement contains the entire agreement of the parties with
         respect to its subject matter. It constitutes the only conduct relied
         on by the parties (and supersedes all earlier conduct by the parties)
         with respect to its subject matter.

19.      Amendment
--------------------------------------------------------------------------------

         This agreement may be amended only by another agreement executed by all
         the parties.
20.      Assignment
--------------------------------------------------------------------------------

20.1     No Assignment

         Subject to clause 20.2, the rights and obligations of each party under
         this agreement are personal. They cannot be assigned, charged or
         otherwise dealt with, and no party shall attempt or purport to do so,
         without the prior written consent of all the parties.

20.2     Assignment of Purchaser's rights under clause 13

         The Purchaser may assign, novate or deal with any of its rights or
         obligations under clause 13 in accordance with clause 13.7.

21.      No Waiver
--------------------------------------------------------------------------------

         No failure to exercise and no delay in exercising any right, power or
         remedy under this agreement will operate as a waiver. Nor will any
         single or partial exercise of any right, power or remedy preclude any
         other or further exercise of that or any other right, power or remedy.

22.      No Merger
--------------------------------------------------------------------------------

         The rights and obligations of the parties will not merge on completion
         of any transaction under this agreement. They will survive the
         execution and delivery of any assignment or other document entered into
         for the purpose of implementing any transaction.

23.      Stamp Duty and Costs
--------------------------------------------------------------------------------

         Each party shall bear its own costs arising out of the preparation of
         this agreement but the Purchaser shall bear any stamp duty (including
         fines and

--------------------------------------------------------------------------------


                                                                         Page 30
<PAGE>

Share Acquisition Agreement                                 Allen Alen & Hemsley
--------------------------------------------------------------------------------

         penalties) chargeable on this agreement, on any instruments entered
         into under this agreement, and in respect of a transaction evidenced by
         this agreement. The Purchaser shall indemnify the Vendor on demand
         against any liability for that stamp duty (including fines and
         penalties).

24.      Governing Law
--------------------------------------------------------------------------------

         This agreement is governed by the laws of New South Wales. The parties
         submit to the non-exclusive jurisdiction of the courts exercising
         jurisdiction there.
--------------------------------------------------------------------------------


                                                                         Page 31

<PAGE>

Share Acquisition Agreement                                 Allen Alen & Hemsley
--------------------------------------------------------------------------------

         EXECUTED in Sydney.

Each attorney executing this agreement states that he has no notice of
revocation or suspension of his power of attorney.


SIGNED on behalf of                              )
InterTAN, Inc.                                   )
by its authorised officer                        )
                                                 )   /s/ James G. Gingerich
in the presence of:                              )
                                                     ---------------------------
                                                     Signature
/s/ Stuart A. Lawrance
--------------------------------------------------   James Gordon Gingerich
Witness                                              Executive Vice-President
                                                     and Chief Financial
                                     Officer

Stuart A. Lawrance
--------------------------------------------------
Print name




SIGNED on behalf of                              )
InterTAN Canada Ltd                              )
by its authorised officer                        )
                                                 )   /s/ James G. Gingerich
in the presence of:                              )
                                                     ---------------------------
                                                     Signature
/s/ Stuart A. Lawrance

--------------------------------------------------   James Gordon Gingerich
Witness                                              Vice-President


Stuart A. Lawrance
--------------------------------------------------
Print name

--------------------------------------------------------------------------------


                                                                         Page 32


<PAGE>

Share Acquisition Agreement                            Allen Allen & Hemsley
--------------------------------------------------------------------------------


Dick Smith Electronics Holdings Pty   )
Limited
Executed pursuant to s127(1) of the   )
Corporations Law                      )   /s/ R. K. S. Jeffs

/s/ Roger Corbett
---------------------------------------   --------------------------------------
Signature                                 Signature

Roger Corbett                             R.K.S. Jeffs
---------------------------------------   --------------------------------------
Print name                                Print name

Director                                  Company Secretary
---------------------------------------   --------------------------------------
Office held                               Office held


________________________________________________________________________________
                                                                         Page 33
<PAGE>

Share Acquisition Agreement                            Allen Allen & Hemsley
--------------------------------------------------------------------------------

Schedule 1

Part A

Information about the Vendors and the sale of the Shares
--------------------------------------------------------------------------------

InterTAN, Inc.
(a)   Place of incorporation                Delaware, United States of America

(b)   Address                               Suite 904, The Royal Centre, 3300
                                            Highway #7, Concord, Ontario, Canada
(c)   Class and number of the Shares owned


      --------------------------------------------------------------------------

      Company              Class      No. of Shares          Apportionment of
                                                             Purchase Price
      --------------------------------------------------------------------------

      InterTAN Australia   Ordinary   12,200,000             Balance of the
                                                             Purchase Price
      --------------------------------------------------------------------------


InterTAN Canada Inc.


Place of incorporation                             British Columbia

Address                                            3000 Royal Centre, 1055 West

                                                   Georgia Street, Vancouver,

                                                   British Columbia, Canada

Class and number of the Shares owned


      --------------------------------------------------------------------------

      Company              Class      No. of Shares          Apportionment of
                                                             Purchase Price
      --------------------------------------------------------------------------

      InterTAN Australia   A Class    10,735,562             $10,735,562
                           Redeemable
                           Preference
      --------------------------------------------------------------------------



________________________________________________________________________________
                                                                         Page 34
<PAGE>

Share Acquisition Agreement                            Allen Allen & Hemsley
--------------------------------------------------------------------------------


Corporate Structure



________________________________________________________________________________
                                                                         Page 35
<PAGE>

Share Acquisition Agreement                            Allen Allen & Hemsley
--------------------------------------------------------------------------------


Part B

Information about the Company
--------------------------------------------------------------------------------
(a)    Issued capital                 12,200,000 ordinary shares each fully paid

                                      10,735,562 A Class Redeemable Preference
                                      Shares each fully paid.


(b)    Registered holders of shares and class and number of shares held


       -------------------------------------------------------------------------
       Registered holder              Class                       No. of shares
       -------------------------------------------------------------------------
       Vendor                         Ordinary                       12,199,996
       -------------------------------------------------------------------------
       John Martin Winstanley         Ordinary                                1
       -------------------------------------------------------------------------
       Douglas Charles Saunders       Ordinary                                1
       -------------------------------------------------------------------------
       James Gordon Gingerich         Ordinary                                1
       -------------------------------------------------------------------------
       Brian Edward Levy              Ordinary                                1
       -------------------------------------------------------------------------
       InterTAN Canada Ltd            A Class Redeemable             10,735,562
                                      Preference
       -------------------------------------------------------------------------


(c)    Beneficial owners of shares and number of shares owned


       -------------------------------------------------------------------------
       Beneficial owner               Class                       No. of shares
       -------------------------------------------------------------------------
       Vendor                         Ordinary                       12,200,000
       -------------------------------------------------------------------------
       InterTAN Canada Ltd            A Class Redeemable             10,735,562
                                      Preference
       -------------------------------------------------------------------------


(d)    Place of incorporation         New South Wales


(e)    Registered office              91 Kurrajong Avenue Mount
                                      Druitt, New South Wales


(f)    Place(s) where Company
       is registered or authorised
       to do business outside         New Zealand
       Australia


(g)    Nature of business             Radio, television and consumer
                                      electronics retailer.


________________________________________________________________________________
                                                                         Page 36
<PAGE>

Share Acquisition Agreement                            Allen Allen & Hemsley
--------------------------------------------------------------------------------

(h)    Officers                       John Martin Winstanley - Director and
                                      Secretary

                                      Lynette Margaret Whiteside - Director

                                      Douglas Charles Saunders - Director

                                      Brian Edward Levy - Director

                                      James Gordon Gingerich - Director



________________________________________________________________________________
                                                                         Page 37
<PAGE>

Share Acquisition Agreement                            Allen Allen & Hemsley
--------------------------------------------------------------------------------


Schedule 2

Intellectual Property
--------------------------------------------------------------------------------


                                 A. Trade marks

The table on the following pages is a list of the trade marks used by the
Company. The columns of the table describe: the trade mark; the jurisdiction in
which it is registered; the trade mark number and class; a description of the
class; and, the status of the trade mark.


________________________________________________________________________________
                                                                         Page 38
<PAGE>

Share Acquisition Agreement                            Allen Allen & Hemsley
--------------------------------------------------------------------------------


                                B. Business names


--------------------------------------------------------------------------------

Business Name            Registered   Registration   Expiry Date    State /
                         Proprietor       Number                  Territory
--------------------------------------------------------------------------------

  Tandy Electronics       InterTAN       L7473614    14/08/2002      NSW
                     Australia Limited
--------------------------------------------------------------------------------

  Tandy Electronics       InterTAN       8228757Y    21/09/2003      WA
                     Australia Limited
--------------------------------------------------------------------------------

  Tandy Electronics       InterTAN      F00012421    02/06/2001     ACT
                     Australia Limited
--------------------------------------------------------------------------------

  Tandy Electronics       InterTAN       0401084Z    16/06/2001     VIC
                     Australia Limited
--------------------------------------------------------------------------------

  Tandy Electronics       InterTAN      BN2832483    14/03/2001     QLD
                     Australia Limited
--------------------------------------------------------------------------------

  Tandy Electronics       InterTAN     BN00869107    26/03/2004      NT
                     Australia Limited
--------------------------------------------------------------------------------

  Tandy Electronics       InterTAN     BN03878594    29/03/2004      SA
                     Australia Limited
--------------------------------------------------------------------------------

  Tandy Electronics       InterTAN         53522A     DEREGISTE     TAS
                     Australia Limited                      RED
--------------------------------------------------------------------------------

     Radio Shack          InterTAN       L7474023    14/08/2002     NSW
                     Australia Limited
--------------------------------------------------------------------------------

     Radio Shack          InterTAN       0023464X    19/10/2002      WA
                     Australia Limited
--------------------------------------------------------------------------------





________________________________________________________________________________
                                                                         Page 39
<PAGE>

Share Acquisition Agreement                            Allen Allen & Hemsley
--------------------------------------------------------------------------------


                                  B. Business

--------------------------------------------------------------------------------
     Radio Shack          InterTAN         32834B    11/01/2004     TAS
                     Australia Limited
--------------------------------------------------------------------------------

     Radio Shack          InterTAN       0575602E    18/05/2001     VIC
                     Australia Limited
--------------------------------------------------------------------------------

     Radio Shack          InterTAN      BN3758400    11/08/2001     QLD
                     Australia Limited
--------------------------------------------------------------------------------

     Radio Shack          InterTAN      F00012422    02/06/2001     ACT
                     Australia Limited
--------------------------------------------------------------------------------

     Radio Shack          InterTAN     BN00869132    26/03/2004      NT
                     Australia Limited
--------------------------------------------------------------------------------

     Radio Shack          InterTAN       0271677K   Business Name    SA
                     Australia Limited                Removed
--------------------------------------------------------------------------------

 Tandy Protection       InterTAN         H6871229    28/08/2001     NSW
     Services        Australia Limited
--------------------------------------------------------------------------------




________________________________________________________________________________
                                                                         Page 40
<PAGE>

Share Acquisition Agreement                            Allen Allen & Hemsley
--------------------------------------------------------------------------------


Schedule 3

Freehold Property
--------------------------------------------------------------------------------



--------------------------------------------------------------------------------
Registered proprietor    Title reference    Brief description
--------------------------------------------------------------------------------
InterTAN Australia Ltd      22/250206       The site is known as 91 Kurrajong
                                            Road, Mount Druitt, New South
                                            Wales.  It comprises an area of
                                            approximately 4.551 hectares and
                                            has a warehouse and an office
                                            building built upon it.






________________________________________________________________________________
                                                                         Page 41
<PAGE>

Share Acquisition Agreement                            Allen Allen & Hemsley
--------------------------------------------------------------------------------


Schedule 4

Power of attorney
--------------------------------------------------------------------------------



DEED POLL dated                                                     2001   by:

[*] [(ACN [*]) ]incorporated in [*] of [*] (the Principal)


RECITES that the Principal has transferred to Dick Smith Electronics Holdings
Pty Ltd (ABN 51 001 456 720) (the Purchaser) the full beneficial interest in [*]
[class] shares each fully paid (the Shares) in [*] (the Company) of which the
Principal is the registered holder.



APPOINTS
1.       Appointment and authority

         The Principal appoints each of the directors for the time being of the
         Purchaser (each an Attorney) severally as the attorney of the Principal
         with authority to exercise all rights attaching to the Shares
         including, without limitation, the rights to:

         (a)      receive notices of and attend and vote at all meetings of the
                  members of the Company;

         (b)      consent to short notice and execute all instruments of proxy
                  or other documents for the purpose of enabling the Purchaser
                  to attend and vote at any such meeting; and

         (c)      appoint and remove directors and alternate directors of the
                  Company,

         in every case as if the Purchaser were the registered holder of the
         Shares.

2.       Ratification

         The Principal will ratify everything done or caused to be done by an
         attorney under this Power of Attorney.

3.       Term

         This Power of Attorney shall terminate on the registration of the
         Purchaser as the holder of the Shares. It is given in consideration of
         the Purchaser purchasing the Shares and may not be revoked by the
         Principal.

EXECUTED and delivered as a deed in [*].



________________________________________________________________________________
                                                                         Page 42
<PAGE>

Share Acquisition Agreement                            Allen Allen & Hemsley
--------------------------------------------------------------------------------

Each attorney executing this Deed states that he has no notice of revocation or
suspension of his power of attorney.

[*]



________________________________________________________________________________
                                                                         Page 43
<PAGE>

Share Acquisition Agreement                            Allen Allen & Hemsley
--------------------------------------------------------------------------------


Schedule 5


1.       General warranties
--------------------------------------------------------------------------------
1.1      Schedules

         The information set out in each of the following schedules is complete
         and accurate in all material respects:

         (a)      Schedule 1;

         (b)      Schedule 2;

         (c)      Schedule 3; and

         (d)      Schedule 8.

1.2      Data Room

         As at the date of this agreement, the Vendors are not aware of any
         information in the Data Room which is inaccurate or misleading whether
         by inclusion of misleading or inaccurate information or omission of
         material information or both (at the date at which such information is
         expressed to be given) and which if inaccurate or misleading would have
         a material adverse impact on the Company.

1.3      Material Information

         The Vendors have not knowingly withheld any information from the
         Purchaser concerning the Shares or the Company which is material to be
         known to a buyer of the Shares or Company.

1.4      Conduct and Ownership of Business

         The Company is the only company which carries on the Business and owns
         absolutely all of the assets (including the Freehold Property) and the
         benefit of all of the contracts for the Business.

2.       Power and Authority
--------------------------------------------------------------------------------

2.1      Incorporation and power

         Each of the Vendors is a body corporate duly incorporated under the
         laws of its jurisdiction of incorporation. The Company is a body
         corporate duly incorporated under the laws of New South Wales.


________________________________________________________________________________
                                                                         Page 44
<PAGE>

Share Acquisition Agreement                            Allen Allen & Hemsley
--------------------------------------------------------------------------------

2.2      Power and authority

         Each Vendor has the power and authority to execute and exchange this
         agreement and perform and observe all its terms. This agreement has
         been duly executed by each Vendor and is a legal, valid and binding
         agreement of each Vendor enforceable against it in accordance with its
         terms.

2.3      No restriction on the Vendor or Company

         Neither each Vendor nor the Company is bound by any contract which may
         restrict the right or ability of each Vendor to enter into or perform
         this agreement.


3.       Title and Share Capital
--------------------------------------------------------------------------------

3.1      Title

         As at the date of this agreement:

         .    each Vendor is the beneficial owner of and registered, or entitled
              to be registered, as the holder of the Shares specified opposite
              its name in part A of schedule 1; and

         .    the Shares are free and clear of any Encumbrance.

         On Completion, the Purchaser will acquire the full beneficial ownership
         of the Shares free and clear of any Encumbrance or claim of any person.

3.2      Shares

         The Shares are all the issued shares in the capital of the Company. The
         Shares have been validly allotted and issued and are fully paid and no
         moneys are owing in respect of them.

3.3      Call options

         No person has any right to call for the present or future issue or
         transfer of any share, stock or debenture in or of the Company.

3.4      No Subsidiaries

         The Company:

         .    is not the holder or beneficial owner of any shares, other than
              the Narta Shares, or other capital in any body corporate (wherever
              incorporated); and

         .    is not a member of any partnership or other unincorporated
              association.





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3.5      No Pre-emptive Rights

         None of the Shares have been issued in violation of any pre-emptive or
         similar rights of any person or of the terms of any agreement by which
         the Company or the Vendor are bound.


4.       Solvency
--------------------------------------------------------------------------------

4.1      Solvency

         None of the following has occurred and is subsisting, or is threatened,
         in relation to a Vendor or the Company.

         (a)   The appointment of an administrator.

         (b)   An application or an order made, proceedings commenced, a
               resolution passed or proposed in a notice of meeting or other
               steps taken for:

               (i)   the winding up, dissolution, or administration of a Vendor
                     or the Company, or

               (ii)  a Vendor or the Company entering into an arrangement,
                     compromise or composition with or assignment for the
                     benefit of its creditors or a class of them.

         (c)   A Vendor or the Company:

               (i)   being (or taken to be under applicable legislation) unable
                     to pay its debts, other than as the result of a failure to
                     pay a debt or claim the subject of a good faith dispute; or

               (ii)  stopping or suspending, or threatening to stop or suspend,
                     payment of all or a class of its debts.

         (d)   The appointment of a receiver, receiver and manager,
               administrative receiver or similar officer to any of the assets
               and undertakings of a Vendor or the Company.

4.2      Claim Against Asset

         No asset in which the Company or Vendors have an interest is, or, so
         far as Vendors are aware, may in the future be, liable to a claim by a
         trustee in bankruptcy or liquidator of the Company or Vendors or any
         predecessor in title.

5.       Accounts
--------------------------------------------------------------------------------

5.1      Accounts

         The December Accounts and the Completion Accounts:


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Share Acquisition Agreement                            Allen Allen & Hemsley
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         (a)    have been (or will be) prepared in accordance with the
                accounting policies described in the December Accounts and the
                Completion Accounts (as the case may be), other mandatory
                professional reporting requirements, the Corporations Law and
                the accounting policies used in the preparation and finalisation
                of the June Accounts;

         (b)    show a true and fair view of the assets and liabilities and of
                the state of affairs and financial position of the Company as at
                and up to the Balance Date or the Completion Date as the case
                may be;

         (c)    are not affected by any abnormal or extraordinary item, except
                as expressly disclosed in the December Accounts;

         (d)    include reserves and provisions for taxation that are sufficient
                to cover all Tax liabilities of each Company in respect of all
                periods up to the Balance Date or the Completion Date, as the
                case may be.

5.2      Financing

         The Company is not engaged in financing of a type which is not required
         to be shown or reflected in its December Accounts.

5.3      Assets

         Each of the following is reflected in the December Accounts or the
         Completion Accounts, as the case may be.

         (a)    Redundant, obsolete, excessive and slow moving inventories of
                the Company have been written off or written down to an amount
                which is not greater than their net realisable value in the
                ordinary and usual course of business.

         (b)    The basis of valuation for Inventories is (except to the extent
                otherwise expressed in the accounting principles set out in the
                December Accounts or the Completion Accounts, as the case may
                be):

                (i)  for stock-in-trade, the lower of net cost (including all
                     rebates, discounts, allowances and any other recoveries)
                     and net realisable value; and

                (ii) for work-in-progress and finished goods, the lower of cost
                     (including an appropriate share of fixed and variable
                     overheads) and net realisable value;

                and has remained substantially the same in respect of the
                commencement and end of each of the last 3 accounting years of
                the Company.

         (c)    The rate of depreciation applied to each item of property, plant
                and equipment:

                (i)  has been consistently applied over the last 3 previous
                     accounting years of the Company;

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                (ii) is considered adequate to write down the value of each
                     fixed asset to its net realisable value as at the end of
                     its useful working life.

5.4      Liabilities at Balance Date

         There are no actual liabilities or contingent liabilities which, as at
         the Balance Date are probable contingent liabilities of the Company
         (including all liabilities for entitlements of the employees of the
         Company and any contractual commitments requiring a provision for
         liability or expenditure) at the Balance Date other than those
         disclosed in the December Accounts.

5.5      Liabilities at Completion Date

         There are no actual liabilities or contingent liabilities, as at the
         Completion Date, of the Company (including all liabilities for
         entitlements of the employees of the Company and any contractual
         commitments requiring a provision for liability or expenditure) at the
         Completion Date other than those disclosed in the Completion Accounts.


6.       Post Balance Date Events
--------------------------------------------------------------------------------

         Since 31 December 2000 each of the following has occurred.

6.1      Capital Expenditure

         The Company has not made any capital expenditure, other than as
         referred to in the December Accounts or the Completion Accounts.

6.2      No material adverse change

         As at the date of this Agreement there has been no material adverse
         change in the financial condition of the Company.

6.3      Contracts

         No contract has been entered into, terminated or has expired which
         could reasonably be expected to have a material adverse effect on the
         profitability of the Company or the Business.

6.4      Notice of termination

         The Company has not received any notice or threat of termination of a
         contract which could reasonably be expected to have a material adverse
         effect on the profitability of the Company or the Business.

6.5      No material default

         The Company has not defaulted in paying any creditor by more than 60
         days after the date due for payment in respect of debts, except in
         relation to any good faith disputes.


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6.6      Dividends

         The Company has not declared, paid or made any dividend or other
         distribution (except as provided in clause 4.4).

7.       Powers Of Attorney
--------------------------------------------------------------------------------

         There is no power of attorney or other authority in force by which a
         person is able to bind the Company other than normal authorities under
         which officers or employees of the Company may carry out the Company's
         business in the ordinary course.

8.       Finder's Fees
--------------------------------------------------------------------------------

         Neither the Vendor nor the Company has taken any action under which any
         person is or will be entitled to receive from the Purchaser or the
         Company any finder's fee, brokerage or other commission in connection
         with the acquisition of the Shares.

9.       Assets
--------------------------------------------------------------------------------

9.1      Assets

         The assets of the Company which are used by the Company to carry on the
         Business at Completion are at Completion sufficient to enable the
         Company to carry on the Business in the same manner as the Business was
         carried on at the date of this Agreement;

9.2      Title to Assets

         The assets used in the business of the Company and any other asset of
         the Company are:

         (a)  fully paid for;

         (b)  in the possession of the Company; and

         (c)  used solely by the Company.

9.3      Security Interests

         No Encumbrance or other third party interests or rights exist over any
         of the assets of the Company.


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Share Acquisition Agreement                            Allen Allen & Hemsley
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10.      Insurance
--------------------------------------------------------------------------------
10.1     Disclosure

         The Data Room contains accurate particulars of all insurance policies
         taken out by or for the benefit of the Company in respect of the
         Company or the Business, each of which will be in full force and effect
         up to and including the Completion Date.

10.2     Currency

         Each insurance policy held by the Company in respect of the Company or
         the Business is currently in full force and effect and all applicable
         premiums have been paid. No policy is subject to special or unusual
         terms or restrictions or to the payment of premiums exceeding the
         normal commercial premium applying to policies of the same kind.
         Nothing has been done or omitted to be done which would make any policy
         of insurance void or voidable or which would permit an insurer to
         cancel the policy or refuse or reduce a claim or materially increase
         the premiums payable under the policies.

11.      Litigation and compliance with legislation
--------------------------------------------------------------------------------

11.1     No contravention of legislation

         The Company has not committed or omitted to do any act or thing the
         commission or omission of which is in contravention of any legislation
         in any material respect.

11.2     Disputes

         The Company is not engaged in any prosecution, litigation, arbitration
         proceedings or administrative or governmental investigation or
         challenge as plaintiff, defendant, third party or in any other
         capacity, in relation to the Company or the Business. There are no such
         matters pending, threatened or unresolved in respect of which verbal or
         written communication has been given or received by or against the
         Company or the Vendor and there are no disputes, or facts of which the
         Company or the Vendor is aware, which may or might give rise to any
         such matters, in relation to the Company or the Business.

11.3     Trade practices

         The Company is not a party to any contract which is in breach of any
         applicable restrictive trade practices legislation.

11.4     Authorisations

         The Company holds all Authorisations needed to conduct the Business and
         has not breached any such Authorisation.




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Share Acquisition Agreement                            Allen Allen & Hemsley
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12.      Intellectual Property
--------------------------------------------------------------------------------

12.1     Intellectual Property Complete

         The Company does not own, use or require in the conduct of the Business
         the use of any copyright, patent, trade mark, service mark, design,
         business name, domain name, trade secret, confidential information or
         other intellectual or industrial property rights, except for the
         Intellectual Property.

12.2     No infringements

         As far as the Vendors are aware having made due inquiry, no right,
         title or interest in the Intellectual Property is:

         (a)  at present being infringed or under threat of infringement or
              subject to a claim of invalidity; or

         (b)  subject to any licence in favour of, or used by, any third party.

         The conduct of the Business by the Company does not infringe the
         confidential information or intellectual or industrial property rights
         of any other party, nor has the Company been notified of a claim of
         such infringement.

12.3     Registration

         Each of the items of Intellectual Property, in so far as it:

         (a)  is capable of registration by the Company; and

         (b)  would be registered by a prudent operator of a business of the
              kind conducted by the Company;

         has been registered by it and each registration is valid and in full
         force and effect. No person has sought or threatened to seek the
         cancellation of any such registration.


13.      Taxation
--------------------------------------------------------------------------------

13.1     Accounts

         The December Accounts and the Completion Accounts contain provisions
         adequate to cover Taxes for or in respect of the Company for all
         periods up to the Balance Date and the Completion Date as the case may
         be. No additional or other Taxes are or will be payable (whether on,
         before or after Completion) by the Company in respect of any of those
         periods.

13.2     Tax since the Balance Date

         Since the Balance Date, no additional liability for Tax has accrued to
         the Company otherwise than as a result of trading activities in the
         ordinary course of business.




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         Since the Balance Date, the Company has not become liable to pay any
         additional taxes, interest, penalty, charge, fee or other like amount
         imposed or made on or in respect of the failure to file a return in
         respect of or to pay any Taxes.

13.3     Deductions

         The Company has deducted all Tax required to be deducted from any
         payments made by it. When necessary, the Company has accounted for and
         paid that Tax in accordance with applicable laws.

13.4     Payment of tax

         All Taxes which have been or are deemed to have been assessed or
         imposed on the Company, or have been required to be withheld from any
         payment made by the Company to another person:

         (a)   which are due and payable, have been paid by the final due date
               for payment by the Company; and

         (b)   which are not yet payable but become payable before Completion,
               shall be paid by the due date.

         The Company has not entered into any agreement or arrangement which
         extends the period for assessment or payment of taxes.

13.5     No disallowance

         Nothing has occurred in respect of the Company which will cause the
         disallowance for income tax purposes of either the carry forward of
         losses as at the Balance Date or the deduction of losses incurred since
         the Balance Date, up to and including the Completion Date other than as
         a result of a transfer of the Shares under this agreement.

13.6     Applications

         All particulars given to any Public Authority in connection with or
         affecting any application for any ruling, consent or clearance on
         behalf of the Company fully and accurately disclosed all facts and
         circumstances material for the decision of the Public Authority. Each
         ruling, consent or clearance is valid and effective. Each transaction
         for which that ruling, consent or clearance has previously been
         obtained has been carried into effect in accordance with the terms of
         the relevant application, ruling, consent or clearance.

13.7     Taxation (Unpaid Company Tax) Assessment Act

         The Company has not done anything which has or would give rise to any
         liability to taxation under the Taxation (Unpaid Company Tax)
         Assessment Act 1982 (Cth), whether or not liability has been
         discharged.




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13.8     Proper returns filed and no investigations

         All necessary information, notices, computations and returns which are
         due for lodgement have:

         (a)  been properly and duly submitted by the Company to each relevant
              Public Authority in respect of Taxes for or in respect of the
              Company for all periods up to the date of this agreement and each
              deduction, rebate or credit claimed in each Tax return has been
              properly claimed and is duly allowable; and

         (b)  will continue to be submitted in respect of periods after the date
              of this agreement until the Completion Date in respect of those
              later periods,

         and all such information, notices, computations and returns are
         complete and accurate.

         There is no unresolved correspondence or dispute with any Public
         Authority. Neither the Commissioner of Taxation nor any other fiscal
         authority has at any time carried out, or is at present conducting, any
         investigation (including a tax audit) into all or any part of the
         business or affairs of the Company. The Warrantor knows of no reason
         why any such investigation may be initiated.

13.9     Franking

         The Company:

         (a)  maintains and has retained for the period required by law,
              accurate records of franking credits and franking debits (as
              defined in the 1936 Act) in respect of its current and earlier
              accounting periods;

         (b)  has franked to the required amount any dividend paid since the
              Balance Date; and

         (c)  has not franked any dividend paid since the Balance Date to the
              extent that a franking deficit has or will arise at the end of
              the current or any succeeding franking year.

13.10    Records

         The Company maintains and has retained for the period required by law
         all records required to be kept under the 1936 Act and the 1997 Act or
         any applicable foreign Tax law.

13.11    Dividend Tax Liabilities

         The payment of any dividend or distribution by the Company prior to the
         Balance Date and Completion Date will not give rise to a Tax liability
         for the Company under any applicable foreign or Australian Tax law,
         other than as disclosed in the December Accounts and the Completion
         Accounts as the case may be.




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 Share Acquisition Agreement                             Allen Allen & Hemsley
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 13.12   Share capital accounts

         On the Completion Date the Company's share capital account will not be
         tainted within the meaning of section 160ARDM of the 1936 Act. For the
         purposes of any applicable foreign Tax law, nothing has occurred prior
         to the Balance Date or between the Balance Date and the Completion Date
         that would result in any distribution of capital by the Company or an
         amount paid by the Company in respect of a cancellation of issued
         shares, reduction of capital or share buy-back, which would otherwise
         be treated as a distribution of share capital, instead being treated as
         if it were the payment of a dividend.

 13.13   Stamp duty

         All stamp duty and other similar tax payable in respect of every
         contract or transaction to which the Company is or has been a party, or
         by which the Company derives, have derived or will derive a substantial
         benefit, have been duly paid. No contract is unstamped or
         insufficiently stamped. The Company has not obtained relief from the
         payment of stamp duty during the last three years or in respect of
         Western Australia or Queensland during the last five years.

 13.14   CGT rollovers

         For the purposes of any applicable foreign Tax law, the transfer of
         shares under this Agreement will not cause any Tax liability to arise
         to the Company other than as disclosed in the Completion Accounts. No
         capital gain will arise to the Company under section 104-175 of the
         1997 Act as a result of the transfer of shares under this Agreement.

 13.15   Depreciation

         The rate of depreciation applied to each item of property, plant and
         equipment for the purposes of the Vendors' or the Company's Tax returns
         has been in accordance with allowable and applicable taxation rates
         permitted by the Commissioner of Taxation.

 13.16   Tax losses

         Nothing has occurred in respect of the Company which will cause the
         disallowance for income tax purposes of the carried forward losses as
         at the Balance Date, the deduction of losses incurred since the Balance
         Date up to the Completion Date or the availability of capital losses up
         to and after the Balance Date through to the Completion Date other than
         as a result of the transfer of shares under this Agreement.

 13.17   Performance of Agreement

         No liability for Tax (including stamp duty) will arise before, on or
         after Completion as a consequence the Company or the Vendors having
         obtained relief from Tax (whether by way of deferred capital gains tax
         or stamp duty relief


--------------------------------------------------------------------------------

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 Share Acquisition Agreement                             Allen Allen & Hemsley
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         or otherwise) which has nor will become payable by the Company or the
         Purchaser as a consequence or entering into or performing this
         agreement.

 14.     Real Property
--------------------------------------------------------------------------------

 14.1    Real Property

         The Real Property comprises all the freehold and leasehold land and
         premises owned, used or occupied by the Company.

 14.2    Occupation

         The Company has exclusive occupation and quiet enjoyment of the Real
         Property.

 14.3    Title

         The Company is the legal and beneficial owner, and registered
         proprietor, of the Freehold Property specified against its name in
         schedule 3. It has good and marketable title to the Freehold Property
         free of any Encumbrance. The Freehold Property and the title deeds to
         the Freehold Property are not subject to any Encumbrance or any lease
         or agreement for lease.

 14.4    Default

         The Company has not received written notice of any material breach of
         any property lease to which the Company is a party and has duly
         performed and complied in all material respects with such property
         leases.

 14.5    Buildings

         All buildings or other erections included in the Freehold Property are
         in such condition and state of repair as to be substantially fit for
         the purpose for which they are presently used.

 14.6    Environmental

         There are no matters affecting the Freehold Property which will or
         might create a liability under an Environmental Requirement.

 15.     Employees
--------------------------------------------------------------------------------

 15.1    Compliance with law

         The Company has, in relation to each employee as at the Balance Date
         and the Completion Date complied in all material respects with all
         legislation, collective agreements, orders, awards and codes of conduct
         and practice relevant to

--------------------------------------------------------------------------------

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 Share Acquisition Agreement                             Allen Allen & Hemsley
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         conditions of service and to the relations between it and its employees
         and any trade union.

 15.2    Redundancies

         The sale of the Shares under this agreement will not:

         (a)  directly cause any employee referred to in paragraph 15.1, to
              become redundant; or

         (b)  entitle any such employee to be paid a payment in the nature of a
              redundancy payment (other than payments to John Winstanley, Lyn
              Whiteside, Chris Avery, Mike Pedual, Bryan Ford and Robert Davis
              in accordance with the terms of their written contract of service,
              copies of which contracts have been placed in the Data Room) or
              any additional remuneration, bonus or incentive fee.

 15.3    Industrial disputes

         The Company is not involved in, and to the best of the Warrantor's
         knowledge and belief there are no other present circumstances which are
         likely to give rise to, any industrial or trade dispute or any dispute
         or negotiation regarding a claim of material importance with any trade
         union or association of trade unions or organisation or body of
         employees.

 15.4    Change of control

         The Company will not be obliged to pay any additional remuneration,
         bonus or incentive fee by reason of a change of control of the Company
         or the sale of the Shares.

 15.5    Redundancy payments

         As at the Balance Date there are no payments due by the Company in
         connection with the redundancy of any employee.

 16.     Material contracts
--------------------------------------------------------------------------------

 16.1    No default

         No party to any Material Contract has been notified that it:

         (a)  is in default; or

         (b)  but for the requirements of notice or lapse of time or both, would
              be in default and the default could be reasonably expected to have
              a material adverse effect on its business, assets or financial
              condition.

--------------------------------------------------------------------------------

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 Share Acquisition Agreement                             Allen Allen & Hemsley
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 17.     Records and Corporate Matters
--------------------------------------------------------------------------------

 17.1    Books and records

         All books, ledgers, financial records and all other records of the
         Company:

         (a)  have been fully and properly maintained, contain complete and
              accurate records of all matters required to be entered in them by
              any relevant legislation;

         (b)  do not contain or reflect any material inaccuracies or
              discrepancies;

         (c)  are in the possession and unqualified control of the Company;  and

         (d)  for employee records, contain adequate records regarding the
              service of each of its employees.

 17.2    Filings

         All documents required to be filed with the Australian Securities and
         Investments Commission (or equivalent predecessor body) under any
         relevant legislation have been duly filed.











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 Share Acquisition Agreement                             Allen Allen & Hemsley
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 Schedule 6

 Superannuation warranties


 1.      Superannuation and other benefits funds
--------------------------------------------------------------------------------

 1.1     No Agreements

         The Company is not a party to any agreement with any union or
         industrial organisation in respect of superannuation benefits for its
         employees.

 1.2     Company's Fund

         The following applies with respect to the Company's Fund:

         (a)      contributions are paid to the fund at intervals not less than
                  monthly and, otherwise than in the ordinary course of
                  administration, there are no outstanding and unpaid
                  contributions on the part of the Company;

         (b)      contributions to the fund satisfy the Company's obligations to
                  make superannuation contributions under relevant industrial
                  agreements, awards and legislation;

         (c)      otherwise than in the ordinary course of administration, there
                  are no outstanding and unpaid benefits currently due to the
                  fund in respect of the Company's  employees and officers;

         (d)      to the best of the Vendor's knowledge and belief, no director,
                  employee or sub-contractor who is a member of the fund has any
                  right or entitlement to have any benefit under the fund
                  augmented, increased or accelerated by reason of this
                  agreement or by reason of any other arrangement, agreement or
                  understanding;

         (e)      a list of the names of all employees and officers of the
                  Company who are members of the fund has been supplied to the
                  Purchaser and all of those persons named are directors,
                  employees or sub-contractors of the Company;

         (f)      no undertaking or assurance has been given to directors,
                  employees or sub-contractors of the Company as to the
                  continuance, introduction, increase or improvement of any
                  benefits under the fund.

 1.3     Industry Funds

         The following applies with respect to the Industry Funds:

--------------------------------------------------------------------------------
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         (a)      otherwise than in the ordinary course of administration there
                  are no outstanding and unpaid contributions to the Industry
                  Funds on the part of the Company;

         (b)      contributions to the Industry Funds satisfy the Company's
                  obligations to make superannuation contributions under
                  relevant industrial agreements and awards.

 1.4     Other Funds

         Otherwise than in the ordinary course of administration, there are no
         outstanding and unpaid contributions to the Other Funds on the part of
         the Company.

 1.5     Superannuation guarantee charge

         The Company will not be liable to pay the superannuation guarantee
         charge in respect of any of its directors employees or sub-contractors
         for any contribution period (as defined in the Superannuation Guarantee
         (Administration) Act 1992) up to Completion.


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 Share Acquisition Agreement                             Allen Allen & Hemsley
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 Schedule 7

 Interpretation of Disclosures
--------------------------------------------------------------------------------
 The following provisions shall apply in addition to clause 1 of this agreement
 to the interpretation of this schedule 7.

 1.      Nothing contained in this schedule shall be taken to increase the scope
         of any of the Warranties or to increase the liability of the Warrantor
         under the agreement.

 2.      Each disclosure made in this schedule is to be taken to apply to each
         Warranty. Accordingly, the Warranties are made and given subject to the
         disclosures and the disclosures shall apply to all the Warranties and a
         disclosure shall not be limited in any way to any Warranty.

 3.      No admission is made that any matters disclosed in this schedule are
         required to be disclosed.

 Disclosures
--------------------------------------------------------------------------------
 The following matters are disclosed to the Purchaser.


 1.      Insurance
--------------------------------------------------------------------------------
 1.      The Company's current insurance coverage will not cover a claim made
         after Completion in respect of an event occurring before Completion.


 2.      Litigation and compliance with legislation, Disputes
--------------------------------------------------------------------------------
 1.      The Company was concerned about certain packaging of Eveready batteries
         and their similarity to the Tandy brand packaging and get up. The
         Company sent a warning letter to Energizer Australia Pty Limited in
         January 2001 in relation to concerns about the packaging of certain
         Eveready batteries and their similarity to the Tandy brand packaging.
         The Company did not pursue the matter. The Company's solicitors
         received, on 15 March 2001, a letter from Gilbert & Tobin advising that
         their client, Energizer Australia Pty Limited, would respond to the
         warning letter.

 2.      The Company instructed its solicitors, on 6 November 2000, to commence
         proceedings against Addhigh Pty Ltd for $15,071.38 for the supply of
         goods delivered and supplied between 26 November 2000 and 3 April 2000.
         Addhigh Pty Ltd has now returned the goods to the warehouse.

 3.      The Company instructed its solicitors, on 27 October 2000, to issue a
         Statement of Liquidated Claim against John Wescott and Sons Pty Ltd for
         $103,873.30 on

--------------------------------------------------------------------------------
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         account of goods delivered and supplied. The Statement
         of Liquidated Claim was filed in the District Court on 18 December
         2000.

 4.      The Company is a respondent in a complaint before the NSW
         Administrative Decisions Tribunal. The complainant, a former employee
         Neridah Findlayson, is seeking damages for alleged sexual harassment.
         The claim is being defended. The Complainant has proposed settlement
         for $11,985 inclusive of costs. The offer has been rejected.

 3.      Intellectual Property
--------------------------------------------------------------------------------
 1.      As at the date of this agreement, the Company does not hold current
         registrations of the business name "Tandy Electronics" in Queensland,
         the Northern Territory, South Australia or Tasmania.

 2.      As at the date of this agreement, the Company does not hold current
         registrations of the business name "RadioShack" in the Northern
         Territory or South Australia.

 4.      Taxation
--------------------------------------------------------------------------------
 1.      The Company has deferred the payment of $351,307.20 in income tax over
         10 consecutive quarters.

 2.      Audits have, in the past, been carried out by the Australian Tax Office
         on the Company in relation to inter-company mark-ups for sales tax
         purposes and transfer pricing.

 5.      Real Property, Buildings
--------------------------------------------------------------------------------
 1.      The bowser serving the underground fuel tank at the Freehold Property
         has been vandalised. The Company is taking steps to rectify the problem
         and has been advised that the approximate cost of doing so will be
         $5,000.


 6.      Employees
--------------------------------------------------------------------------------
 1.      The Company is liable to meet medical expenses in relation to an Irish
         employee sponsored by the Company.

 7.      Records and corporate matters
--------------------------------------------------------------------------------
 1.      As at the date of this agreement, the audited accounts of the Company
         for the year ended 30 June 2000 have not been lodged with the
         Australian Securities and Investments Commission.

--------------------------------------------------------------------------------
                                                                         Page 61
<PAGE>

 Share Acquisition Agreement                             Allen Allen & Hemsley
--------------------------------------------------------------------------------

 2.      As at the date of this agreement, the share transfer from James Nichols
         to Brian Levy has not been stamped.

 3.      The following documents are missing from the Company's records.

         (a)      Director's consent for Robert Edward Keto.

         (b)      Page 2 of director's consent for James Gordon Gingerich.

         (c)      Resignation for Charles Joseph Wyse.

         (d)      Resignation for Louis Gordon Neumann.

         (e)      Resignation for Garland Parker Asher.

         (f)      Resignation for James Nichols.

         (g)      Secretary's consent and resignation for Patricia Alexa
                  MacGregor.

         (h)      Secretary's consent for Laurence William Warrington.

         (i)      Public officer's consent for Laurence William Warrington.

         (j)      Public officer's consent and resignation for Patricia Alexa
                  MacGregor.

         (k)      Consent to act as auditor from Lower Russell and Farr.

         (l)      AGM mins for 1983.

 4.      As at the date of this agreement, the Australian Securities and
         Investments Commission is yet to be provided with details of the
         appointment and resignation of: Douglas Cecil Macgregor, Patricia Alexa
         Macgregor, Charles Joseph Wyse and Michael Joseph Murray.

 5.      As at the date of this agreement, the Australian Securities and
         Investments Commission is yet to be provided with the dates of
         resignation of Garland Parker Asher, Christopher David and Joseph
         Victor Tanner. The Australian Securities and Investments Commission has
         not been notified of the dates and places of birth of Joseph Victor
         Tanner.

 6.      The Australian Securities and Investments Commission's records of the
         former shareholders of the Company is not correct. Lodgements in
         relation to the former shareholding of DC Macgregor and PA Macgregor,
         CJ Wyse, MJ Murray, D Christopher and H Winn have not been made.

 7.      In relation to the unstamped share transfer form for the transfer of 4
         ordinary shares from Tandy International Electronics, Inc. to InterTAN,
         Inc., dated 1 December 1986 - the 4 ordinary shares were not
         transferred in the manner indicated on the form.

 8.      In relation to the unstamped share transfer form for the transfer of 1
         ordinary share from C. Wyse to Tandy International Electronics, Inc.,
         dated 1 December 1986 - this share was not transferred in the manner
         indicated on the form.

 9.      In relation to the stamped share transfer form dated 1 November 1985
         for the transfer of 1 ordinary share from M. J. Murray to J. V.
         Tanner -M. J. Murray did

--------------------------------------------------------------------------------
                                                                         Page 62
<PAGE>

Share Acquistion Agreement                            Allen Allen & Hemsley
--------------------------------------------------------------------------------


         not transfer the share held by him to J. V. Tanner. His share was in
         fact transferred to R. E. Keto on 1 December 1986.

10.      Original share (and scrip) certificate (No. 8) for 7,000,000 ordinary
         shares issued to InterTAN, Inc. on 1 December 1986 was not signed by
         the Company. This certificate was subsequently cancelled pursuant to a
         capital reduction of 12,025,125 ordinary shares held by InterTAN, Inc.
         on 5 April 1989.

11.      Board Minutes dated 30 May 1994 resolve to issue 12,025,125 preferred
         shares to the value of $7.2 million. The shares that were in fact
         issued pursuant to this resolution were 7.2 million ordinary shares
         (not preferred shares) at $1.00 per share. Similarly, the reference to
         "preferred shares" in the Deed of Release between the Company and
         InterTAN, Inc., dated 30 May 1994, should be a reference to "ordinary
         shares".



________________________________________________________________________________
                                                                         Page 63
<PAGE>

Share Acquistion Agreement                            Allen Allen & Hemsley
--------------------------------------------------------------------------------


Schedule 8

Leases
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Store Number             Description
--------------------------------------------------------------------------------
8111                     Adelaide
--------------------------------------------------------------------------------
3122                     Airport West
--------------------------------------------------------------------------------
4143                     Aitken Vale
--------------------------------------------------------------------------------
2312                     Albury
--------------------------------------------------------------------------------
3156                     Altona Gate
--------------------------------------------------------------------------------
8125                     Arndale
--------------------------------------------------------------------------------
2223                     Armidale
--------------------------------------------------------------------------------
2147                     Ashfield
--------------------------------------------------------------------------------
4100                     Aspley
--------------------------------------------------------------------------------
4160                     Aspley
--------------------------------------------------------------------------------
6126                     Balcatta
--------------------------------------------------------------------------------
3166                     Ballarat
--------------------------------------------------------------------------------
2121                     Bankstown
--------------------------------------------------------------------------------
2333                     Bass Hill
--------------------------------------------------------------------------------
2233                     Bateau Bay
--------------------------------------------------------------------------------
2126                     Baulkham Hills
--------------------------------------------------------------------------------
4157                     Beenleigh
--------------------------------------------------------------------------------
3123                     Belconnen
--------------------------------------------------------------------------------
6113                     Belmont
--------------------------------------------------------------------------------
3149                     Belmont Vic
--------------------------------------------------------------------------------
2316                     Bendigo
--------------------------------------------------------------------------------
3157                     Bentleigh
--------------------------------------------------------------------------------
2226                     Blacktown
--------------------------------------------------------------------------------
2117                     Bondi Junction
--------------------------------------------------------------------------------
2350                     Bonnyrigg
--------------------------------------------------------------------------------





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                                                                         Page 64
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Share Acquistion Agreement                            Allen Allen & Hemsley
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Store Number             Description
--------------------------------------------------------------------------------
3106                     Boronia
--------------------------------------------------------------------------------
3170                     Brandon Park
--------------------------------------------------------------------------------
8115                     Brighton
--------------------------------------------------------------------------------
4134                     Brisbane Mall
--------------------------------------------------------------------------------
3109                     Broadmeadows
--------------------------------------------------------------------------------
2141                     Broadway
--------------------------------------------------------------------------------
4120                     Brookside
--------------------------------------------------------------------------------
4152                     Browns Plains
--------------------------------------------------------------------------------
6132                     Bull Creek
--------------------------------------------------------------------------------
6112                     Bunbury
--------------------------------------------------------------------------------
4109                     Bundaberg
--------------------------------------------------------------------------------
2137                     Burwood
--------------------------------------------------------------------------------
4100                     Burwood Melbourne
--------------------------------------------------------------------------------
3161                     Camberwell
--------------------------------------------------------------------------------
2107                     Campbelltown
--------------------------------------------------------------------------------
2225                     Campsie
--------------------------------------------------------------------------------
2310                     Canberra City
--------------------------------------------------------------------------------
4146                     Cannon Hill
--------------------------------------------------------------------------------
4132                     Capalaba
--------------------------------------------------------------------------------
4119                     Carindale
--------------------------------------------------------------------------------
2136                     Carlingford
--------------------------------------------------------------------------------
6135                     Carousel
--------------------------------------------------------------------------------
8127                     Casuarina
--------------------------------------------------------------------------------
3151                     Chadstone
--------------------------------------------------------------------------------
2344                     Charlestown
--------------------------------------------------------------------------------
2231                     Chatswood Westfield
--------------------------------------------------------------------------------
4112                     Chermside
--------------------------------------------------------------------------------
8120                     Colonades
--------------------------------------------------------------------------------
2311                     Corio
--------------------------------------------------------------------------------
6102                     Cottesloe
--------------------------------------------------------------------------------



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                                                                         Page 65
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Share Acquistion Agreement                            Allen Allen & Hemsley
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Store Number             Description
--------------------------------------------------------------------------------
3126                     Cranbourne
--------------------------------------------------------------------------------
2133                     Crows Nest
--------------------------------------------------------------------------------
3163                     Dandenong
--------------------------------------------------------------------------------
8136                     Darwin City
--------------------------------------------------------------------------------
3130                     Deer Park
--------------------------------------------------------------------------------
3138                     Doncaster
--------------------------------------------------------------------------------
2306                     Dubbo
--------------------------------------------------------------------------------
4128                     Earlville Cairns
--------------------------------------------------------------------------------
2341                     East Gardens (Pagewood)
--------------------------------------------------------------------------------
3154                     Eastland Ringwood
--------------------------------------------------------------------------------
3133                     Eastlands
--------------------------------------------------------------------------------
2116                     Eastwood
--------------------------------------------------------------------------------
8124                     Elizabeth
--------------------------------------------------------------------------------
3153                     Elizabeth St
--------------------------------------------------------------------------------
3177                     Endeavor Hills
--------------------------------------------------------------------------------
3174                     Epping VIC
--------------------------------------------------------------------------------
2345                     Erina
--------------------------------------------------------------------------------
2115                     Fairfield
--------------------------------------------------------------------------------
2301                     Figtree
--------------------------------------------------------------------------------
8106                     Findon
--------------------------------------------------------------------------------
3128                     Forest Hill
--------------------------------------------------------------------------------
3111                     Frankston
--------------------------------------------------------------------------------
6114                     Freemantle
--------------------------------------------------------------------------------
2302                     Fyshwick
--------------------------------------------------------------------------------
6108                     Garden City- Booragoon
--------------------------------------------------------------------------------
6133                     Gateways
--------------------------------------------------------------------------------
2319                     Geelong
--------------------------------------------------------------------------------
4135                     Gladstone
--------------------------------------------------------------------------------
8114                     Glenelg
--------------------------------------------------------------------------------
3140                     Glenorchy
--------------------------------------------------------------------------------




________________________________________________________________________________
                                                                         Page 66
<PAGE>

Share Acquistion Agreement                            Allen Allen & Hemsley
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Store Number             Description
--------------------------------------------------------------------------------
2304                     Goulbourn
--------------------------------------------------------------------------------
2326                     Greensborough
--------------------------------------------------------------------------------
6116                     Hay Street
--------------------------------------------------------------------------------
3172                     Highpoint Maribyrnong
--------------------------------------------------------------------------------
3137                     Hobart
--------------------------------------------------------------------------------
8133                     Holly Wood Plaza- Salisbury Downs
--------------------------------------------------------------------------------
2108                     Hornsby
--------------------------------------------------------------------------------
4108                     Indooroopilly
--------------------------------------------------------------------------------
8135                     Ingle Farm
--------------------------------------------------------------------------------
6115                     Innaloo
--------------------------------------------------------------------------------
4116                     Ipswich
--------------------------------------------------------------------------------
3160                     Janshire
--------------------------------------------------------------------------------
2336                     Jesmond
--------------------------------------------------------------------------------
61-6124                  Joondalup
--------------------------------------------------------------------------------
6134                     Kalgoorlie
--------------------------------------------------------------------------------
6131                     Karrinyup
--------------------------------------------------------------------------------
4159                     Kawana
--------------------------------------------------------------------------------
3105                     Keyes Borough
--------------------------------------------------------------------------------
8125                     Kilkenny
--------------------------------------------------------------------------------
4137                     Kippa- Ring
--------------------------------------------------------------------------------
3155                     Knox City, Wantirna
--------------------------------------------------------------------------------
3143                     Launceston
--------------------------------------------------------------------------------
2146                     Leichhardt
--------------------------------------------------------------------------------
3127                     Lilydale- Chirnside Park
--------------------------------------------------------------------------------
2332                     Lismore
--------------------------------------------------------------------------------
2148                     Liverpool
--------------------------------------------------------------------------------
42-4142                  Logan Holme
--------------------------------------------------------------------------------
2327                     Macarthur Square (Campbelltown)
--------------------------------------------------------------------------------
4123                     Mackay
--------------------------------------------------------------------------------




________________________________________________________________________________
                                                                         Page 67
<PAGE>

Share Acquistion Agreement                            Allen Allen & Hemsley
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Store Number             Description
--------------------------------------------------------------------------------
2216                     Macquarie (Nth Ryde)
--------------------------------------------------------------------------------
6110                     Maddington
--------------------------------------------------------------------------------
6129                     Mandurah
--------------------------------------------------------------------------------
2131                     Manly
--------------------------------------------------------------------------------
8122                     Marion Oaklands Park
--------------------------------------------------------------------------------
4150                     Maroochydore
--------------------------------------------------------------------------------
2111                     Maroubra
--------------------------------------------------------------------------------
2112                     Marrickville
--------------------------------------------------------------------------------
2227                     Marrickville Metro
--------------------------------------------------------------------------------
2337                     Mayfield
--------------------------------------------------------------------------------
2106                     Merrylands
--------------------------------------------------------------------------------
6107                     Midland Gate
--------------------------------------------------------------------------------
8132                     Mildura
--------------------------------------------------------------------------------
2330                     Minto
--------------------------------------------------------------------------------
2109                     Miranda
--------------------------------------------------------------------------------
6104                     Mirrabooka
--------------------------------------------------------------------------------
8123                     Modbury
--------------------------------------------------------------------------------
3171                     Moonee Ponds
--------------------------------------------------------------------------------
4156                     Morayfield
--------------------------------------------------------------------------------
6123                     Morley Market Shopping Centre
--------------------------------------------------------------------------------
3145                     Morwell
--------------------------------------------------------------------------------
2324                     Mt Druitt
--------------------------------------------------------------------------------
8130                     Mt Gambier
--------------------------------------------------------------------------------
4148                     Mt Gravatt Garden City
--------------------------------------------------------------------------------
4118                     Mt Ommaney
--------------------------------------------------------------------------------
3142                     Narre Warren
--------------------------------------------------------------------------------
3167                     Northcote
--------------------------------------------------------------------------------
3152                     Northland- East Preston
--------------------------------------------------------------------------------
8129                     Norwood
--------------------------------------------------------------------------------
2305                     Orange
--------------------------------------------------------------------------------





________________________________________________________________________________
                                                                         Page 68
<PAGE>

Share Acquistion Agreement                            Allen Allen & Hemsley
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Store Number             Description
--------------------------------------------------------------------------------
4124                     Pacific Fair- Bondi Beach
--------------------------------------------------------------------------------
2127                     Parramatta West
--------------------------------------------------------------------------------
2219                     Penrith
--------------------------------------------------------------------------------
6101                     Perth
--------------------------------------------------------------------------------
6119                     Phoenix
--------------------------------------------------------------------------------
2150                     Plumpton
--------------------------------------------------------------------------------
2232                     Port Macquarie
--------------------------------------------------------------------------------
2320                     Prahran
--------------------------------------------------------------------------------
8113                     Prospect
--------------------------------------------------------------------------------
2347                     Queanbeyan
--------------------------------------------------------------------------------
4154                     Red Bank
--------------------------------------------------------------------------------
8128                     Reynella
--------------------------------------------------------------------------------
4153                     Robina Town Centre
--------------------------------------------------------------------------------
4147                     Rockhampton
--------------------------------------------------------------------------------
6125                     Rockingham
--------------------------------------------------------------------------------
2145                     Roselands (Wiley Park)
--------------------------------------------------------------------------------
4151                     Run Away City
--------------------------------------------------------------------------------
8134                     Rundle Mall
--------------------------------------------------------------------------------
2104                     Seven Hills
--------------------------------------------------------------------------------
2329                     Shell Harbour Square (Blackbutt)
--------------------------------------------------------------------------------
2313                     Shepparton
--------------------------------------------------------------------------------
4155                     Smithfield
--------------------------------------------------------------------------------
4106                     South Port
--------------------------------------------------------------------------------
8128                     Southgate Plaza Reynella
--------------------------------------------------------------------------------
3164                     Southland- Cheltenham
--------------------------------------------------------------------------------
3131                     St Kilda
--------------------------------------------------------------------------------
2142                     St Marys
--------------------------------------------------------------------------------
4139                     Stafford City
--------------------------------------------------------------------------------
4158                     Strathpire West
--------------------------------------------------------------------------------
6111                     Subiaco
--------------------------------------------------------------------------------




________________________________________________________________________________
                                                                         Page 69
<PAGE>

Share Acquistion Agreement                            Allen Allen & Hemsley
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Store Number             Description
--------------------------------------------------------------------------------
4104                     Sunny City
--------------------------------------------------------------------------------
2128                     Sydney (York St)
--------------------------------------------------------------------------------
2229                     Taree
--------------------------------------------------------------------------------
4138                     The Pines (QLD), Elanora Gold Coast
--------------------------------------------------------------------------------
4125                     Toombul
--------------------------------------------------------------------------------
4141                     Toowong
--------------------------------------------------------------------------------
4149                     Toowoomba
--------------------------------------------------------------------------------
4130                     Townsville
--------------------------------------------------------------------------------
2353                     Tuggerah
--------------------------------------------------------------------------------
2340                     Tuggeranong
--------------------------------------------------------------------------------
8116                     Unley
--------------------------------------------------------------------------------
2307                     Wagga Wagga
--------------------------------------------------------------------------------
2318                     Warrawong
--------------------------------------------------------------------------------
3147                     Werribee
--------------------------------------------------------------------------------
2218                     Warriewood
--------------------------------------------------------------------------------
2222                     Warringah Mall (Brookvale)
--------------------------------------------------------------------------------
6130                     Warwick
--------------------------------------------------------------------------------
3175                     Watergardens
--------------------------------------------------------------------------------
3176                     Waverly Gardens
--------------------------------------------------------------------------------
3155                     Wendouree Village
--------------------------------------------------------------------------------
2335                     Wentworthville
--------------------------------------------------------------------------------
3147                     Werribee
--------------------------------------------------------------------------------
8107                     West Lakes Mall
--------------------------------------------------------------------------------
2331                     Wetherill Park
--------------------------------------------------------------------------------
6109                     Whitfor City
--------------------------------------------------------------------------------
8131                     Whyalla
--------------------------------------------------------------------------------
2151                     Winston Hills
--------------------------------------------------------------------------------
2352                     Woden Plaza
--------------------------------------------------------------------------------
2354                     Wollongong
--------------------------------------------------------------------------------
4114                     Woodridge
--------------------------------------------------------------------------------






________________________________________________________________________________
                                                                         Page 70
<PAGE>

Share Acquistion Agreement                            Allen Allen & Hemsley
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Store Number             Description
--------------------------------------------------------------------------------
4115                     Wynnum
--------------------------------------------------------------------------------






________________________________________________________________________________
                                                                         Page 71