Filed by Automated Filing Services Inc. (604) 609-0244 - Bark Group Inc. - Exhibit 10.24






Agreed Form – 29 February 2008

EXHIBIT 10.24

THE UNDERSIGNED SHAREHOLDER OF BARK CORPORATION 

and 

EXWAL INC.

	 
	SHARE PURCHASE AGREEMENT 
	 
	February 29, 2008 
	 


Lang Michener LLP




SHARE PURCHASE AGREEMENT

THIS AGREEMENT is made effective as of 29th day
ofFebruary, 2008, 

AMONG:

THE UNDERSIGNED SHAREHOLDER OF BARK
CORPORATION A/S 

(the “Minority Shareholder”)


AND: 

EXWAL INC., a Nevada
corporation with an address at 570 Shaw River Way, Sacramento, CA 958 31,
USA

(the “Purchaser”)

WHEREAS:

(A) The Minority Shareholders is the owner of the number of
shares of Bark Corporation A/S (“Bark”) set forth on the execution page
to this Agreement (the “Bark Shares”), which Bark Shares represent a
minority interest in Bark.

(B) The Purchaser has entered into a share purchase agreement
(the “Principal Shareholders Share Purchase Agreement”) with the
principal shareholders of Bark (the “Principal Shareholders”) pursuant to
which the Purchaser has agreed to purchase all of the shares of Bark held by the
Principal Shareholders (the “Principal Shareholder Shares”).

(C) The board of directors of Bark has by way of a board
resolution on this day resolved to exchange all shares held by the Shareholders
in Bark, pursuant to Section 5.7 of the Articles of Association, including the
shares held by the Minority Shareholder, for shares of the Purchaser, which
resolution is legally effective to cause the valid and binding transfer of such
shares of Bark to the Purchaser.

(D) Bark has approved the transfer of shares pursuant to the
Principal Shareholders Share Purchase Agreement set out in the appended minutes
of meeting of 29 February 2008.

THIS AGREEMENT WITNESSES THAT the Parties, intending to
be legally bound, covenant and agree as follows:

PART 1

PURCHASE AND SALE

Purchase and Sale

1.1 Subject to and in reliance of the representations and
warranties of the Purchaser as set forth in the Principal Shareholder Share
Purchase Agreement, as well as the Indemnification Agreement 




- 2 -

executed by Debondo Capital Limtied, and a legal opinion issued
by Lang Michener LLP with respect to the issued and outstanding share capital of
the Purchaser, the Minority Shareholder hereby agrees to sell, transfer and
assign the Bark Shares to the Purchaser, which sale, transfer and assignment
will be effective with no further action of the Minority Shareholder only upon
and concurrent with the completion of purchase of the Principal Shareholder
Shares by the Purchaser pursuant to the Principal Shareholder Share Purchase
Agreement.

1.2 In consideration of the agreement of the Minority
Shareholder to the sale, transfer and assignment of the Bark Shares by the
Minority Shareholder to the Purchaser and in reliance of the agreements,
representations and warranties of the Minority Shareholder set forth in this
Agreement, the Purchaser hereby:

(a) grants to the Minority Shareholder
the full benefit of the representations and warranties made by the Purchaser to
the Principal Shareholders in the Principal Shareholder Share Purchase Agreement
and acknowledges that the Minority Shareholder has entered into this Agreement
in reliance upon such representations and warranties;

(b) agrees to issue to the Minority
Shareholder such number of shares of the common stock of the Purchaser as is
equal to 1.2964548 multiplied by the number of Bark Shares held by the Minority
Shareholder (the “Purchaser Shares”), which shares will be issued
concurrently with the closing of the purchase of the Principal Shareholder
Shares by the Purchaser pursuant to the Principal Shareholder Share Purchase
Agreement.

1.3 The sale, transfer and assignment of the Bark Shares by the
Minority Shareholder to the Purchaser and the issue by the Purchaser of the
Purchaser Shares will be subject to and conditional upon the completion of the
purchase of the Principal Shareholder Shares by the Purchaser pursuant to the
Principal Shareholder Share Purchase Agreement.

1.4 Each of the Minority Shareholders acknowledges and agrees
that the Purchaser Shares will be offered and sold to the Minority Shareholder
without such offer and sale being registered under the United States Securities
Act of 1933 (the “Securities Act”) and will be issued to each Minority
Shareholder in an offshore transaction outside of the United States in
accordance with a safe harbour from the registration requirements of the
Securities Act provided by Rule 903 of Regulation S of the Securities Act based
on the representations and warranties of the Minority Shareholder in this
Agreement. As such, each Minority Shareholder further acknowledges and agrees
that the Purchaser Shares will, upon issuance, be “restricted securities” within
the meaning of the Securities Act. Each Minority Shareholder acknowledges and
agrees that all certificates representing the Purchaser Shares will be endorsed
with the following legend, or such similar legend as deemed advisable by legal
counsel for the Purchaser, to ensure compliance with Regulation S of the
Securities Act and to reflect the status of the Purchaser Shares as restricted
securities:


  “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
    NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”),
    AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
    OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. SUCH SECURITIES
    MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN
    ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION
    UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER
    THE ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED
    UNLESS IN COMPLIANCE WITH THE ACT.”






- 3 -

Each Minority Shareholder acknowledges that the Purchaser
Shares may not be offered, resold, pledged or otherwise transferred except
through an exemption from registration under the Securities Act or pursuant to
an effective registration statement under the Securities Act and in accordance
with all applicable state securities laws and the laws of any other
jurisdiction. Each Minority Shareholder agrees to resell the Purchaser Shares
only in accordance with the provisions of Regulation S of the Securities Act,
pursuant to registration under the Securities Act, or pursuant to an available
exemption from registration pursuant to the Securities Act. Each Minority
Shareholder agrees that the Company may refuse to register any transfer of the
Purchaser Shares not made in accordance with the provisions of Regulation S of
the Securities Act, pursuant to registration under the Securities Act, pursuant
to an available exemption from registration. Each Minority Shareholder agrees
that the Purchaser may require the opinion of legal counsel reasonably
acceptable to the Purchaser in the event of any offer, sale, pledge or transfer
of any of the Purchaser Shares by the Minority Shareholder pursuant to an
exemption from registration under the Securities Act. Each Minority Shareholder
acknowledges that the Purchaser has not obligation to register the resale of any
of the Purchaser Shares by the Minority Shareholder pursuant to the Securities
Act.

1.5 The Minority Shareholder agrees that, during the period
from the effective date of this Agreement (the “Effective Date”) to the date
that is one year from the date that the first date for which the shares of the
Purchaser’s common stock are eligible for trading on the OTC Bulletin Board or
another public exchange (the “Lock-Up Termination Date”), the Minority
Shareholder will not directly or indirectly, offer, sell, contract to sell,
lend, swap or enter into any other agreement to transfer the economic
consequences of, or otherwise dispose of or deal with, or publicly announce any
intention to offer, sell, contract to sell, grant or sell any option to
purchase, hypothecate, pledge, transfer, assign, purchase any option or contract
to sell, lend, swap or enter into any agreement to transfer the economic
consequences of, or otherwise dispose of, or deal with, whether through the
facilities of a stock exchange, by private placement or otherwise, any shares of
the common stock of the Purchaser held by the Minority Shareholder as of the
Effective Date or subsequently acquired (collectively, the “Shareholder’s
Securities”), directly or indirectly, except as follows:

(a) the Minority Shareholder may sell
the greater of the following amounts in any thirty day period without
restriction, subject to compliance with applicable securities laws:

(i) 10% of the number of Shares as of
the Effective Date; and

(ii) 12,500 Shares.

(b) such number of shares as is
consented to by the Purchaser in writing, provided that the Purchaser has no
obligation to consent to any sale of Shares in excess of the number of Shares
permitted by this Agreement; and

(c) the Minority Shareholder may tender
their Shares in connection with any tender offer for all, and not less than all,
of the outstanding shares of the Purchaser.

The foregoing restriction is expressly agreed to preclude the
Minority Shareholder from engaging in any hedging or other transaction which is
designed to or which reasonably could be expected to lead to or result in a sale
or disposition of the Shareholder’s Securities even if such securities would be
disposed of by someone other than the Minority Shareholder. Such prohibited
hedging or other transaction would include without limitation any short sale or
any purchase, sale or grant of any right (including without 




- 4 -

limitation any put or call option) with respect to any of the
Shareholder’s Securities or with respect to any security that includes, relates
to, or derives any significant part of its value from the Shareholder’s
Securities.

Closing Date 

1.6 The sale, transfer and assignment of the Bark Shares by the
Minority Shareholder to the Purchaser and the issue by the Purchaser of the
Purchaser Shares (the “Closing”) is agreed to complete effective on the
closing date of the purchase of the Principal Shareholder Shares by the
Purchaser pursuant to the Principal Shareholder Share Purchase Agreement (the
“Closing Date”) 

Purchaser’s Closing Documents

1.7 In furtherance of the Closing, the Purchaser will deliver,
or cause to be delivered, to each of the Minority Shareholder, the following
documents:

(a) copies of consent resolutions of
the directors of the Purchaser approving the issuance of the Purchaser Shares in
the name of the Minority Shareholder; and

(b) a covenant executed by an officer
of the Purchaser confirming the truth and accuracy of the representations and
warranties of the Purchaser in the Principal Shareholder Share Purchase
Agreement as of the date of Closing.

Within a reasonable period of time following Closing, the
Purchaser will deliver to the Minority Shareholder share certificates, endorsed
with the legend contemplated by this Agreement, registered in the name of the
Minority Shareholder representing the Purchaser Shares.

PART 2

REPRESENTATIONS AND WARRANTIES BY MINORITY
SHAREHOLDER

Representations and Warranties of Minority
Shareholder

2.1 The Minority Shareholder represents and warrants to the
Purchaser that, as at both the effective date of this Agreement and the Closing
Date,

(a) Capacity – the Minority
Shareholder has all necessary legal right and capacity to execute and deliver
this Agreement, to transfer the legal and beneficial title and ownership of the
Bark Shares owned by the Minority Shareholder to the Purchaser, to perform all
of the Minority Shareholder’s obligations hereunder and to comply with the terms
and provisions of this Agreement, and this Agreement constitutes a valid and
binding obligation of the Minority Shareholder in accordance with its terms,

(b) Title to Shares – the
Minority Shareholder owns and has good and marketable title to each of the Bark
Shares owned by the Minority Shareholder as the legal and beneficial owner
thereof, free of all liens, charges, mortgages, security interests or other
encumbrances and such shares of Bark are not subject to any voting trust
agreement or other agreement relating to ownership, voting, dividend rights or
their disposition, 




- 5 -

(c) No Other Agreements – no
Person (other than the Purchaser) has any agreement, option or right, present or
future, contingent, absolute or capable of becoming an agreement, option or
right, or which with the passage of time or the occurrence of any event could
become an agreement, option or right, to require the Minority Shareholder to,
sell, transfer, assign or otherwise dispose of any of the Bark Shares owned by
the Minority Shareholder,

(d) Shareholder Loans – there
are no shareholder loans or any other indebtedness or liabilities owed or
payable by any of the companies within the Bark group of companies to the
Minority Shareholder,

(e) Company Assets – the
Minority Shareholder does not have any right or interest in or to any Asset
owned by or used by any of the companies within the Bark group of companies in
its business as presently conducted or as currently proposed by any Bark company
to be conducted,

(f) No Fees Payable – no broker,
investment banker, financial advisor or other person (natural or legal) is
entitled to any broker’s, finder’s, financial advisor’s or other similar fee or
commission, or the reimbursement of expenses, in connection with the
transactions contemplated by this Agreement based upon arrangements made by or
on behalf of the Minority Shareholder,

(g) Legal Advice – the Minority
Shareholder acknowledges and agrees that Bark’s Solicitors have acted as counsel
only to Bark and that Bark’s Solicitors are not protecting the rights and
interests of any other Party and that the Minority Shareholder has had the
opportunity to seek and were not prevented from seeking independent legal advice
before the execution and delivery of this Agreement and all other agreements,
certificates or instruments to be executed or delivered by the Minority
Shareholder pursuant to or contemplated by this Agreement. If the Minority
Shareholder did not avail itself of the opportunity to seek independent legal
advice before signing this Agreement, the Minority Shareholder did so
voluntarily without any undue pressure and agrees that such failure to obtain
independent legal advice will not be used by the Minority Shareholder as a
defence to the enforcement by any Party of the obligations of the Minority
Shareholder under this Agreement or such other agreements, certificates or
instruments, 

(h) Not a U.S. Person – the
Minority Shareholder is not a “U.S. Person” as defined by Regulation S of the
Securities Act, as set forth below, and is not acquiring the Purchaser Shares
for the account or benefit of a U.S. Person. A “U.S. Person” is defined by
Regulation S of the Act to be any person who is (a) any natural person resident
in the United States; (b) any partnership or corporation organized or
incorporated under the laws of the United States; (c) any estate of which any
executor or administrator is a U.S. person; (d) any trust of which any trustee
is a U.S. person; (e) any agency or branch of a foreign entity located in the
United States; (f) any non-discretionary account or similar account (other than
an estate or trust) held by a dealer or other fiduciary organized, incorporate,
or (if an individual) resident in the United States; and (g) any partnership or
corporation if (i) organized or incorporated under the laws of any foreign
jurisdiction; and (ii) formed by a U.S. person principally for the purpose of
investing in securities not registered under the Act, unless it is organized or
incorporated, and owned, by accredited Subscribers as defined in Section
230.501(a) of the Act who are not natural persons, estates or trusts,

(i) No Offer in the U.S. – the
Minority Shareholder was not in the United States at the time the offer to
purchase the Purchaser Shares was received or at the time this Agreement was
executed,




- 6 -

(j) Status as a Sophisticated
Purchaser – the Minority Shareholder has such knowledge, sophistication and
experience in business and financial matters such that it is capable of
evaluating the merits and risks of the investment in the Purchaser Shares. The
Minority Shareholder has evaluated the merits and risks of an investment in the
Purchaser Shares. The Minority Shareholder can bear the economic risk of this
investment, and is able to afford a complete loss of this investment,

(k) Acquisition for Investment –
the Purchaser Shares to be issued to the Minority Shareholder will be acquired
by the Minority Shareholder for investment for the Minority Shareholder’s own
account, not as a nominee or agent, and not with a view to the resale or
distribution of any part thereof, and that the Minority Shareholder has no
present intention of selling, granting any participation in, or otherwise
distributing the same. The Minority Shareholder does not have any contract,
undertaking, agreement or arrangement with any person to sell, transfer or grant
participations to such person or to any third person, with respect to any of the
Purchaser Shares,

(l) Information Regarding the
Purchaser – the Minority Shareholder has had full opportunity to ask
questions and receive answers from representatives of the Purchaser regarding
the business, properties, prospects and financial condition of the Purchaser,
each as is necessary to evaluate the merits and risks of investing in the
Purchaser Shares. The Minority Shareholder believes it has received all the
information it considers necessary or appropriate for deciding whether to
purchase the Purchaser Shares. The Minority Shareholder has had full opportunity
to discuss this information with the Minority Shareholder’s legal and financial
advisers before execution of this Agreement, and 

(m) Reliance by Purchaser on
Representations – each Minority Shareholder acknowledges that the Purchaser
will rely on his respective representations in completing the issuance of the
Purchaser Shares to the Minority Shareholders.

PART 3

GENERAL

Governing Law, Venue and Arbitration

3.1 Any parts of this Agreement relating to the transfer of
shares in Bark by the Minority Shareholder to Purchaser and the representations
and warranties of the Minority Shareholder will be exclusively governed by, and
interpreted and construed in accordance with, the laws prevailing in
Denmark.

3.2 Any parts of this Agreement relating to the transfer and/or
issuance of shares in the Purchaser and the representations and warranties of
the Purchaser will be exclusively governed by, and interpreted and construed in
accordance with, the laws prevailing in the state of Nevada.

3.3 All disputes arising out of or in connection with this
Agreement shall be finally settled under the Rules of Arbitration of the
International Chamber of Commerce by one or more arbitrators appointed in
accordance with said Rules of Arbitration. The place of arbitration shall be
Copenhagen, Denmark, and the language of the proceedings shall be English.




- 7 -

Entire Agreement

3.4 This Agreement constitutes the entire agreement between the
Parties and supersedes all prior agreements and understandings, oral or written,
by and between any of the Parties with respect to the subject matter hereof.

Waiver and Consent

3.5 No delay or failure by a party to exercise any of its
rights under this Agreement constitutes a waiver of any such right. No consent
or waiver, express or implied, by a party to, or of any breach or default by any
other party of, any or all of its obligations under this Agreement will,

(a) be valid unless it is in writing
and stated to be a consent or waiver pursuant to this section,

(b) be relied upon as a consent to or
waiver of any other breach or default of the same or any other obligation, 

(c) constitute a general waiver under
this Agreement, or

(d) eliminate or modify the need for a
specific consent or waiver pursuant to this section in any other or subsequent
instance.

Severability

3.6 If a court of other tribunal of competent jurisdiction
determines that any one or more of the provisions contained in this Agreement is
invalid, illegal or unenforceable in any respect in any jurisdiction, the
validity, legality and enforceability of such provision or provisions will not
in any way be affected or impaired thereby in any other jurisdiction and the
validity, legality and enforceability of the remaining provisions contained
herein will not in any way be affected or impaired thereby, unless in either
case as a result of such determination this Agreement would fail in its
essential purpose.

Amendments

3.7 This Agreement may not be amended except in writing signed
by each Party.

Further Assurances

3.8 The Parties will with reasonable diligence, do all such
things and provide all such reasonable assurances as may be required to
consummate the transactions contemplated by this Agreement, and each Party will
provide such further documents or instruments required by the other Party as may
be reasonably necessary or desirable to give effect to the purpose of this
Agreement and carry out its provisions whether before or after the Closing
Date.

Assignment

3.9 No Party may assign this Agreement or any rights or
obligations under this Agreement without the prior written consent of the other
Parties.




- 8 -

Enurement

3.10 This Agreement and each of the terms and provisions hereof
will enure to the benefit of and be binding upon the Parties and their
respective heirs, executors, administrators, personal representatives,
successors and assigns.

Counterparts

3.11 This Agreement may be executed in any number of
counterparts, in original form or by facsimile, each of which will together, for
all purposes, constitute one and the same instrument, binding on the parties,
and each of which will together be deemed to be an original, notwithstanding
that each party is not a signatory to the same counterpart.

IN WITNESS WHEREOF the Parties have duly executed this
Agreement effective as of the day and year first above written.

EXWAL INC.

	Per: 		 
	 	Authorized Signatory 	 



	THE MINORITY SHAREHOLDER 	 	  
	 	 	 
	Name of Minority Shareholder: 	 	 
    
	  	 	  
	Number of Bark Shares Held: 	 	Shares 
	  	 	  
	Signature of Minority Shareholder: 	 	 
    
	(or Authorized Signatory) 	 	  
	  	 	  
	Name of Authorized Signatory: 	 	 
    
	(if Minority Shareholder is a corporation or
      other entity) 		
	 	 	 
	Date of Execution: