AGREEMENT ON THE TRANSFER OF SHARES


The following agreement has been entered into on today's date

BETWEEN

24 STORE (Europe) Ltd (previously 24 STORE.com Ltd) (the "Seller"), Basingstoke,
UK

AND

Compo  consult AS  (Norwegian  corporate ID no. 980 401 367) (the  "Purchaser"),
Lovenstad, Norway

1. Transfer and certain definitions

The Seller hereby transfers on today's date ("Date of Agreement") all his shares
of a nominal value of SIXHUNDREDTHOUSAND (NOK 600 000) comprising all the shares
in 24 STORE AS (Norwegian  corporate ID no. 963 459 807) (the  "Company") to the
Purchaser and on the terms and conditions included in this Agreement.

The  shares  shall  be   transferred  on  1  April  2001  (the  Date  of  Taking
Possession").

The  transfer  will be based  among  other  things on a balance  sheet as per 31
December 2001 ("End of Accounting Period") (Appendix 1).

2. Purchase price and payment hereof

The  purchase  price  amounts to GBP ONE (1) and shall be paid by the  Purchaser
against receipt of all the share  certificates duly transferred in blank and any
associated talons and coupons.

3. The period between the End of Accounting Period and the Date of Agreement

As far as regards the Company's  activities between the End of Accounting Period
and the Date of Agreement, the Seller guarantees to the extent that nothing else
is otherwise stated in the Agreement and its appendices, that

a.   The  Company's  activities  have  been  operated  in  accordance  with  the
     principles  applied  previously  by the  Company  and  that  the  Company's
     agreements and  commitments  have been entered into on terms and conditions
     which are normal for the industry sector.

b.   Wage,  pension and other  employment  benefits for the Company's  personnel
     have not been  changed  and that no new  appointments  have  been  made nor
     employees dismissed.

c.   The Company has not  disposed of nor  acquired  any fixed assets to a value
     exceeding NOK FIFTYTHOUSAND (50 000).

d.   The  Company's  order  book has not  deteriorated  in  respect to terms and
     conditions, prices and credit risks.

e.   The Company has not (with the  exception of normal trade  credit) taken out
     any loans or other forms of credit or pledged any  security  for its own or
     other's commitments.

4. Change of the Board of Directors and auditors etc.

An Extraordinary General Meeting (general  shareholders' meeting) of the Company
shall be held in immediate connection with the Date of Taking Possession for the
appointment of new board members.

The Seller will be responsible  for ensuring that the present board members make
their places  available and that these board members do not utilise their formal
right to represent  the Company in the period until these new board members have
been registered.

The Purchaser  shall ensure at the next annual general  meeting that the current
board members are discharged from their liabilities  provided that the Company's
auditors recommend such discharge from liability.

The Seller shall,  until the new Board of directors has been registered,  ensure
that general  authorities  to represent the Company are issued for those persons
nominated by the Purchaser.

5. Control financial statement

A  complete  financial  statement  shall  be  produced  on the  Date  of  Taking
Possession with the application of the accounting  principles that correspond to
legislation,   generally  accepted  accounting  principles  and  the  principles
previously applied.  Physical stock-taking of stocks and other assets shall also
be carried out in association with this. The financial  statement shall be drawn
up by the Purchaser and the Seller together.

6. Information about the Company

The following documents in respect to the Company have formed the basis for this
Agreement  together with the other documents and information  which is stated in
this Agreement:

a.   Audited annual accounts for the 2000 financial year (Appendix 1).

b.   Articles of Association and Certificate of Incorporation (Appendix 2)

c.   List of personnel  employed with details of wages and other benefits as per
     the Date of Taking Possession (Appendix 3).

d.   List of binding long-term agreements for the Company (Appendix 4)

e.   List of  equipment  (Appendix  5) in which  equipment  which has been fully
     depreciated is also included.

f.   Stock list as per 31 December 2000 (Appendix 6) in which the principles for
     valuation and obsolescence deductions applied are stated.

g.   List of the Company's insurance policies (Appendix 7).

The  Seller  guarantees  that the  information  provided  by the  Seller and the
Company is correct and that the documents and information  which is stated above
in this  provision  contains  all  information  which is  significant  about the
Company and its business operations and thus provides a full and correct picture
of the circumstances of the Company.


7. The Company's shares: guarantee

The Seller guarantees that

a.   The share  capital of the Company  amounts to  SIXHUNDREDTHOUSAND  NOK (600
     000) divided into SIXTHOUSAND (6 000) shares (Appendix 8).

b.   The  above-mentioned  shares  comprise all the shares issued by the Company
     and that these have been paid in full.

c.   The  Seller  owns all the  shares  in the  Company  with the full  right of
     ownership and that these are not encumbered by any lien,  option,  offer or
     any other charge.

d.   All the shares in the Company have the same rights.

e.   No decision  has been  adopted to issue any new shares  (including  any new
     shares issued in  association  with a so-called  split),  convertible  debt
     instrument  associated  with an  option  to  subscribe  for new  shares  or
     participation certificate.

8. Annual accounts and accounting: guarantee

The Seller guarantees that the Balance Sheet which is drawn up as per the End of
Accounting  Period is in substance in accordance with  legislation and generally
accepted accounting principles.

The above  guarantee  does not  entail  that the Seller is  accountable  for the
correctness  of  individual  items  in the  balance  sheet,  but  only  that the
Company's equity capital in relation to the circumstances known to the Seller as
per the End of Accounting Period in substance  amounted to the figures stated in
the financial statement.

9. The Company's assets: guarantee

The Seller guarantees that

a.   Unless expressly stated otherwise in this Agreement and its appendices, all
     property  which  is  mentioned  as the  property  of the  Company  in  this
     Agreement  and  appendices  belongs to the Company  with full and  absolute
     right of  ownership  and right of  disposal  and that such  property is not
     encumbered  by lien or other  future  right to a greater  extent  than that
     which is stated in this Agreement and its appendices.

b.   The  Company's  receivables  as per  the  End  of  Accounting  Period  with
     deductions for provisions  for doubtful  receivables  have been received or
     will be received for the amounts  stated in the balance  sheet within THREE
     (3) months of the End of Accounting Period at the latest.

c.   The Company's  stock has been valued in  accordance  with  legislation  and
     generally accepted  accounting  principles and that appropriate  deductions
     for obsolescence have been made.

d.   The Company has not  neglected  to maintain  and repair its assets and that
     assets which are important to the Company's business operations are in full
     working condition.

10. Personnel: guarantee

The Seller guarantees that

a.   All  employees  of the  Company  as per the  Date of  Agreement  have  been
     included in the list,  Appendix 3, and that these do not have better  wage,
     pension or other employment benefits than those stated in the list.

b.   All previous  employees of the Company who receive a pension in  accordance
     with  commitments  from the Company,  have been included in the list as per
     the Date of Agreement  and that these do not have better  pension  benefits
     than those stated in the list.

c.   No  claims  beyond  those  stated  in the list  have  been  made (or can be
     expected  to be made)  against  the  Company  from any  current or previous
     employees of the Company or from any trade union  organisation of which any
     such employee is or has been a member.

d.   Employees  of the  Company  have  not  been  offered  or  will  be  offered
     employment  (or contract on a consultancy  basis) with the Seller or with a
     company over which the Seller has a determining  influence  within a period
     of TWO (2) years from the Date of Taking Possession.

11. The company's agreements and obligations: guarantee

The Seller guarantees that

a.   The Company is not bound by any other agreements or obligations  (including
     tenders  submitted) than those which are included in the list,  Appendix 4,
     that  these  agreements  and  obligations  are  valid and  complete  in all
     respects and correctly  reflect the Company's  rights and  liabilities  and
     that the Company and respective  joint  contractors have fulfilled and will
     fulfil their  liabilities in accordance with this Agreement and obligations
     until the Date of Taking Possession.

b.   The Company is not bound by any agreement or any other  obligation which is
     alien to the Company's  business  operations or which has been entered into
     under terms and  conditions  that are abnormal for the market or industrial
     sector.

c.   The  Company  is not nor has been a partner in any other  company  that may
     bring into force  financial  liability  for the  obligations  of the latter
     company.

d.   The  Company  has  not  entered  into  any  agreement  with or  issued  any
     obligation  (including  tenders submitted) to the benefit of any associated
     company or persons beyond  contracts of employment and loan agreements with
     shareholders.


12. Order book and tenders: guarantee

The Seller guarantees that the Company's order book and the tenders submitted by
the  Company do not  contain  any  individual  orders or tenders  that have been
accepted  or  tendered   respectively  at  terms  and  conditions  which  differ
significantly from previously applied principles.

13. The Company's business operations: guarantee

The Seller  guarantees  that to the best of the Seller's  knowledge no obstacles
exist to prevent carrying on the business operations of the Company.

14. Taxes and official charges: guarantee

The Seller guarantees that

a.   The financial  statement as per the End of the Accounting  Period  includes
     appropriate provisions for taxes, official charges and other extra charges.

b.   The Company is not nor will be subject to any additional assessment for tax
     arrears,  tax  surcharges  or other  similar  measures  in  respect  to the
     business operations in the period up until the Date of Taking Possession.

c.   The Company has fulfilled on an ongoing basis and will meet its liabilities
     in  respect  to taxes,  official  charges  and other  extra  charges in the
     prescribed manner until the Date of Taking Possession.

15. Guarantee reserves: guarantee

The Seller  guarantees that the Company has not assumed any guarantees which are
abnormal  for the  industry  sector  in  respect  to  products  which  have been
delivered or will be delivered prior to the Date of Taking Possession,  or which
according  to the  existing  order book or tenders  submitted at the time of the
Date of Taking Possession shall be supplied thereafter.

16. Insurance policies: guarantee

The Seller guarantees that

a.   All the assets of the Company are insured against fire and other damage.

b.   The company has public liability  insurance and product liability insurance
     which is normal for the industry sector.

c.   The  Company  has  consequential  loss  insurance  which is normal  for the
     industry sector.

d.   The insurance  policies under points a. - c. above have been in force since
     the End of  Accounting  Period  and that they will be in force for at least
     one month after the Date of Taking Possession.

The Seller also guarantees that

a.   The Company's  property during the period between the End of the Accounting
     Period and the Date of Taking  Possession  has not been nor will be reduced
     in value as a result  of fire,  theft,  damage,  flood or other  unforeseen
     event which is not covered in full by the amount insured.

b.   The  Company  or anyone for which the  Company is liable  during the period
     between the End of the Accounting  Period and the Date of Taking Possession
     has not been  guilty or will be guilty of any action or  failure  which may
     lead to any  liability  for damages on the part of the Company and which is
     not covered by public liability  insurance or product liability  insurance,
     and that

c.   The  value  of  the  Company  during  the  period  between  the  End of the
     Accounting  Period and the Date of Taking  Possession has not been nor will
     be reduced  as a  consequence  of any event  that  means that the  business
     operations  of the Company  cannot be carried on to their normal extent and
     which is not covered by the consequential loss insurance in force.

17. Disputes: guarantee

The  Seller  guarantees  that the  Company  is not,  nor as far as the Seller is
aware,  can  be  expected  to be  involved  in  legal  proceedings,  arbitration
proceedings or any other dispute that means that the value of the assets sold is
reduced significantly.

18. Documentation concerning the Company: guarantee

The Seller  guarantees that on the Date of Taking  Possession all  documentation
concerning the Company, such as the shareholders' register, minutes of the Board
of  Directors'   meetings  and  shareholders'   meetings,   contract  documents,
liabilities,  permissions, accounting documentation etc. is in the possession of
the Company.

19. Deficiencies in Guarantees

If the  Seller has  guaranteed  in this  Agreement  or its  appendices  or it is
otherwise  clear from the  circumstances  that the Seller has  undertaken  to be
liable for certain circumstances,  if the Seller is deficient in such guarantees
or  undertakings,  the Purchaser shall be indemnified  with one NOK for each NOK
that is deficient.

Interest on the deficient  amount shall be paid in  accordance  with an interest
rate of EIGHT (8)  percentage  points from the time the purchase  price was paid
until  payment has been made by means of  offsetting  against debt in respect to
the purchase price or otherwise.

If the total deficiency is less than NOK ONEHUNDREDAND FIFTY THOUSAND (150 000),
no compensation shall be paid.

20. Complaints and prescription

Regardless  of when  the  Purchaser  has  become  aware of any  deficiency  in a
guarantee,  the Purchaser has the right to claim the consequences as a result of
a breach of contract within ONE (1) year from the Date of Taking Possession.  In
respect to  consequences as a result of taxes,  official  charges or other extra
charges, the Purchaser shall retain his right until six months have passed after
any such  tax,  official  charge or other  extra  charge  has been  conclusively
determined.

If a breach of contract is due to

a.   A legal error in respect to the transferred  shares or significant asset of
     the Company.

b.   An action or failure on the part of the  Company  which is in breach of any
     legislation or statute.

c.   Restriction in the Company's  right or opportunity to carry on its business
     operations.

d.   Gross negligence or action which is in breach of trust or good faith.

The Purchaser shall though be entitled to claim the consequence as a result of a
breach of contract within ONE (1) year from the Date of Taking Possession if the
complaint occurs within six months of the discovery of the breach of contract.

The  breach  of  contract  /  deficiency  in  respect  to a  guarantee  must  be
significant in order that the Purchaser  shall be able to claim  cancellation of
the purchase.  In all events the  Purchaser  shall be given the  opportunity  to
rectify the situation or to pay compensation for this,  before a cancellation of
the purchase can be invoked.

21. Other terms and conditions

The Purchaser  guarantees not to use after 30 May 2001 the name 24 STORE,  which
is not included in the  purchase.  This means that the Company will  implement a
change of name as of the Date of Taking  Possession  and to change  the name and
layout of the Internet site by 30 May 2001 at the latest. Links from 24STORE.com
will be  maintained  until the  Seller  removes  the link with 10  working  days
notice, though at the earliest on 30 May 2001.

The Seller  guarantees  that the Company's  liabilities to companies  within the
Infinicom  Group have been regulated in their entirety as per the Date of Taking
Possession.

22. Confidentiality

The Seller undertakes not to disclose  confidential  information  concerning the
Company and its  business  operations  to any outside  party.  The Seller  shall
ensure that  employees,  consultants and board members of the Seller observe the
aforementioned confidentiality regulations.

"Confidential   information"   is  understood  in  this   provision  as  written
information  which is specifically  marked  confidential,  with the exception of
information  which is or becomes  generally  known or which has come or comes to
the  knowledge  of the  general  public  in any  other  way than by means of the
Seller's breach of this provision.

23. Announcement

The parties are in agreement  that a special press release shall be produced and
issued jointly as soon as possible following the signing of this Agreement.  The
employees  of the  Company  shall  though be  informed  of the  content  of this
Agreement immediately after the signing.

24. Duty of information etc.

The Seller and the Purchaser have fulfilled  their  information  and negotiation
obligations in accordance with Norwegian legislation.

25. Terms and conditions

This  Agreement is dependent for its validity on the Seller being able to attain
a composition in bankruptcy  arrangement with the  administrator of 24IT AB at a
level of 25 %. 50 % of which the Seller will pay NOK 55 000 (FIFTYFIVETHOUSAND).

26. Communication / notification

Complaints  and other  communication  shall be made by  courier  or  recommended
letter to the parties  addresses  stated in the  introduction or which have been
subsequently amended.

a.   If delivered by courier: when handed over

b.   If delivered by recommended  letter:  THREE (3) days after handing over for
     forwarding by post.

27. Headings

The division of the Agreement  into  different  sections and the use of headings
shall not affect the interpretation of the Agreement.

28. Amendments

Amendments of and  supplements to this Agreement  shall be in writing and signed
by the parties in order to be binding.

29. Complete regulation

The Agreement and its appendices  constitute the parties' complete regulation of
all issues that the Agreement  concerns.  All written or verbal undertakings and
commitments  which have  preceded the  Agreement  are replaced by the content of
this Agreement and its appendices.

30. Invalidity of provisions

If any of the  provisions  of this  Agreement  or parts  thereof are found to be
invalid,  this shall not mean that the Agreement in its entirety is invalid, but
to the extent that the  invalidity  significantly  affects a party's  benefit or
performance in accordance  with the Agreement,  reasonable  readjustment  of the
Agreement shall be made.

31. Arbitration

Any dispute in connection with this Agreement shall be determined by arbitration
in accordance with the regulations of chapter 32 of the Civil Procedure Act.

Norwegian law shall be applicable.

Two identical copies of this Agreement have been drawn up and exchanged  between
the parties.


29 March, 2001                                  29 March, 2001

24 STORE (Europe) Ltd                           Comp Consult AS

/s/ Lars Ake Sandin                             /s/ Pal Berntsen
--------------------------------                --------------------------------
Lars Ake Sandin                                 Pal Berntsen
by authority