United Communications Partners Inc.: Exhibit 10.1 - Filed by newsfilecorp.com





Amendment 2 to Share Purchase Agreement between United
Communications Partners Inc. (formerly Bark Group, Inc.) (Purchaser) and Niclas
Fröberg and Carl Johan Grandinson made April 9, 2010

The Parties to the above Share Purchase Agreement (“SPA”)
hereby enter into this Amendment (“Amendment 2”) to the SPA, which has been
amended under a separate Amendment Agreement dated August 2010 (“Amendment
1”).

Capitalised terms used herein shall have the same meaning as
set forth in the SPA unless the context would indicate otherwise.

Save for the provisions herein, the provisions in the SPA and
the Amendment 1 shall remain in force.

Regardless of the provisions below, the Principal Shareholders
(NF and CJG) have the right to cancel this Amendment 2 in full. Such
cancellation right automatically expires October 28, 2011 at 12.00 noon CET. In
case of cancellation, the Principal Shareholders shall send a notice thereof by
e-mail or fax to the chairman of the Purchaser and the Principal Shareholders
shall in such case retain all rights under the SPA as if this Amendment 2 had
not been delivered.

Subject to the above, the Parties have agreed as follows;

1) The Parties agree to annul section 3.8 through 3.13 in the
SPA under which the Principal Shareholders are entitled to receive a leaver
compensation. The Principal Shareholders shall instead be compensated by way of
receiving newly issued shares in the Purchaser (free and clear of any
encumbrances) in the amount equal to USD 1.200.000. The price per share shall be
$0.001284 being the average of closing prices 20 days prior to October 11, 2011
less a discount to market of 20%, as reflected in exhibit A to this Amendment 2.
The Purchaser warrants that as of the date hereof, 515,076,491 shares (exhibit
B) in the Purchaser are issued and outstanding and no rights are granted to
third parties to subscribe for additional shares (whether through warrants or
other convertible instruments), except from shares issued in conjunction with
convertible notes issued to Asher Enterprises and Siboni Capital as reflected in
exhibit C to this Amendment 2. Further, the Principal Shareholders acknowledge
that the Purchaser has agreed to issue shares on a warrant basis to Lars
Bönnelycke and Johan Rikner (Exhibit B). From the date hereof and until closing,
the Purchaser covenants and agrees not to issue (or grant the right to subscribe
for or convert into new shares) new shares other than contemplated by this
Amendment 2.

It is a condition for the Principal Shareholders' obligation to
consummate the transactions contemplated by this Amendment 2 that following the
delivery of shares to the Principal Shareholders contemplated by this Section 1,
on the closing date the Principal Shareholders shall own not less than 69 %
(sixty nine percent) of the share capital of the Purchaser (on a fully diluted
basis)as reflected in exhibit B to this Amendment 2

2) By co-signing this Amendment 2 the Company (TKM) and the
Principal Shareholders accept and acknowledge to hold harmless and indemnify the
present board of directors and other members of management including (Lars
Thomassen, Bent Helvang and Ulrik Gerdes) of the Purchaser from any claims,
arising from this Amendment 2 and from any issues related to the SPA, from the
Purchaser, the other Sellers or any third party in respect of their service as
directors or management as of the signing of the purchaser from the date of this
agreement, provided, however, that (a) the collective obligations of the
Principal Shareholders under this Clause 2 shall not exceed USD 1.200.000 and
(b) the obligation to indemnify shall not apply to grossly negligent or
fraudulent acts on the part of any indemnified party. On the date of closing,
the Principal Shareholders shall deliver releases from the Principal
Shareholders and the other Sellers even if they are not party to this Amendment 2 and the delivery of such
releases is condition to Purchaser's obligation to close and issue the shares
contemplated by Section 1. Such releases should cover any and all claims,
damages, liabilities and losses of any other nature arising in connection with
the Agreement, the completion of the transactions thereunder and the issue to
the Principal Shareholders or the Seller of shares of UCP and the subsequent
ownership of such shares.




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3) The present board of directors Lars Thomassen and Bent
Helvang shall be replaced by representatives of the Principal Shareholders
subsequent to closing of this amendment. Lars Thomassen will resign effective
October 29, 2011.

4) The Principal Shareholders shall cause the Company to, from
the Company's available funds and to the extent permissible under applicable
law, settle all liabilities (creditors and loans) in the Purchaser
(approximately USD 1,4 million including convertible notes, as per the date of
signing this amendment). The Principal Shareholders shall not be personally
liable for any payments contemplated by this Section 4.

5) Regardless of whether or not the Principal Shareholders
decide to terminate this Amendment 2 - By co-signing this Amendment 2 the
Principal Shareholders shall use their best efforts to cause the Company to
accept and acknowledge that it shall settle all costs (legal, audit (Marcum),
CFO & book keeping costs, etc.) associated with the due and punctual
submission of mandatory reports, filings, etc. (regarding third quarter SEC
report – due November 2011). It is therefore agreed that the Principal
Shareholders shall cause the Company to advance the CFO a retainer for one
months pay no later than October 14, 2011. The Principal Shareholders shall not
be personally liable for any of the payments contemplated by this Section 5.

6) It is further agreed that the redemption agreement
concerning Niclas Fröberg from August 2010 expiring end of 2011, filed in the 10
K 2010, under which Niclas Fröberg is obligated to replace part of his Bark
Consideration Shares against a cash payment from the Purchaser in the amount of
SEK 3,000,000 can be settled either by Niclas Fröberg returning shares in
Purchaser to the Company at a fair value of 3 M SEK before December 31, 2011 or
by repaying 3 M SEK in cash to Trekronor on behalf of UCP before December 31,
2011.

7) The Parties shall in common make public an agreed press
statement in respect of the transactions to be consummated under this Amendment
2 once it is fully executed. Each party to this Amendment acknowledges and
agrees that such party shall make any and all filings with the SEC as required
under U.S. securities laws.

8) The Principal Shareholders acknowledge and agree that the
shares of the Purchaser to be issued to them will be "restricted securities"
under the United States Securities Act of 1933, as amended and accordingly will
be subject to restrictions on resale and the certificates representing the
shares will be endorsed with legends confirming these restrictions on resale

The transactions between the Purchaser and the Principal
Shareholders as well as the Company are considered fully executed by the
signature of the Purchaser, on this Amendment 2 and by the Principal
Shareholders October 28, 2011 if not revoked before. 

Signed October 13, 2011

	For the Purchaser UCP inc. 	For the Principal Shareholders and Tre Kronor
      Media og Reklam AB: 






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	(signed) Lars Thomassen 	(signed) Niclas Fröberg 	(signed) Carl Johan Grandison 
	 	 	 
	(signed) Bent Helvang 	  	  
	 	 	 
	(signed) Ulrik Gerdes 	  	  


For Trekronor Media & Reklam AB accepting and acknowledging
the provisions above and also accepting the provisions regarding governing as
and arbitration set forth in the SPA: