Filed by Automated Filing Services Inc. (604) 609-0244 - Bark Group Inc. - Exhibit 10.23






Final version
29 February 2008

  EXHIBIT 10.23

Svaneco Ltd. (BVI) 

and 

Sapiens Alliance Ltd. (BVI) 

and 

Klaus Aamann 

and 

Bent Helvang Media ApS 

and 

Bristol Worldwide Ltd. (BVI)

and

EXWAL INC.

	 
	SHARE PURCHASE AGREEMENT 
	 
	February 29, 2008 
	 


Lang Michener LLP




SHARE PURCHASE AGREEMENT

THIS AGREEMENT is made effective as of February 29 ,
2008, 

AMONG:

Svaneco Ltd. (BVI) 
c/o Svane Fördepromenade 3,
EG
24944 Flensburg
Germany

and

Sapiens Alliance Ltd. (BVI) 
c/o Lauritsen
Fordepromenade 3, EG
24944 Flensburg 
Germany

and

Klaus Aamann
Via Ceresio 18 
CH-6977 Ruvigliana

Schweiz

and

Bent Helvang Media ApS 
c/o Bent Helvang 
Ibsvej 7

DK-2680 Solrød Strand 
Denmark

and

Bristol Worldwide Ltd. (BVI)
BVI company number:
1396891

(each a “Principal Shareholder”
and together, the “Principal Shareholders”)

AND:

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

(the “Purchaser”)




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WHEREAS:

(A) The Principal Shareholders own the majority of the issued
and outstanding shares of Bark;

(B) The Purchaser wishes to purchase all of the issued and
outstanding shares of Bark held by the Principal Shareholders on the terms and
subject to the conditions set out in this Agreement.

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

PART 1

DEFINITIONS AND INTERPRETATION

Definitions

1.1 In this Agreement, including the recitals and schedules,
the following words and phrases have the following meanings:

(a) “Affiliate” means any
officer, director, shareholder or employee of a company or any member of the
immediate family (limited to a spouse, parent or child) of any such officer,
director, shareholder or employee, and any corporation;

(b) “Assets” means all property
or assets of any nature or kind, whether real property or personal property,
tangible or intangible, including all Intellectual Property;

(c) "Bark" means Bark
Corporation A/S, a company registered with company number (CVR) 2993106, having
its registered address at Østergade 17-19, DK-1100 Copenhagen K, Denmark.

(d) “Bark Advertising” means
Bark Advertising A/S, a corporation incorporated pursuant to the laws of
Denmark;

(e) “Bark Copenhagen” means Bark
Copenhagen A/S, a corporation incorporated pursuant to the laws of Denmark;

(f) “Bark Media” means Bark
Media ApS, a corporation incorporated pursuant to the laws of Denmark;

(g) “Bark Shares” means all of
the issued and outstanding shares of Bark held by the Principal
Shareholders;

(h) “Business Day” means any day
other than a Saturday, Sunday or public holiday in Vancouver, British Columbia
or Copenhagen, Denmark;

(i) “Closing” means the
completion of the purchase and sale of the Bark Shares on the terms and subject
to the conditions contained in this Agreement;

(j) “Closing Date” means the
date of Closing, as determined in accordance with §2.3 of this Agreement;




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(k) “Companies” means Bark and
its Subsidiaries, and “Company” means any one of the Companies;

(l) Company Financial
Statements” means financial statements of the Companies, as listed and
attached as Schedule 2; 

(m) “Consents and Approvals”
means all necessary consents and approvals required to be obtained in connection
with the execution and delivery by the Principal Shareholders of this Agreement
and the consummation of the transactions described herein, as listed in the
Disclosure Schedule, which consents and approvals will include all consents and
approvals required to be obtained under all licenses and permits held by Bark
for the conduct and operation of its advertising and marketing business in order
that the Purchaser, through the Subsidiaries, will have the full benefit of such
licenses and permits following Closing;

(n) “Disclosure Schedule” means
the disclosure schedule attached as Schedule 1. The Disclosure Schedule will be
arranged in sections corresponding to the numbered and lettered sections
contained in this Agreement and the disclosure in any section qualifies other
sections in this Agreement only to the extent that such disclosure specifically
references the fact that it also qualifies or applies to such other specified
sections;

(o) “Employees and Contractors”
means all individuals who are full-time, part-time or temporary employees or
individuals engaged on contract to provide employment or similar services in
respect of a company;

(p) “Encumbrance” means any
lien, claim, charge, pledge, hypothecation, security interest, mortgage, title
retention agreement, option, assignment, license or other encumbrance or adverse
claim of any nature or kind whatsoever;

(q) “Exwal Shareholder
Agreement” means the shareholder agreement to be entered into between the
Purchaser and each shareholder of Bark as of Closing, immediately prior to the
issue of the Purchaser Shares, in the form of agreement attached hereto as
Schedule 5;

(r) “GAAP” means United States
generally accepted accounting principles. All determinations of an accounting
nature in respect of the company Exwal Inc. (the Purchaser) will be made in a
manner consistent with GAAP and past practice with no changes in the method of
application of the company’s accounting policies or changes in the method of
applying the company’s use of estimates;

(s) “Government Entity” means
(i) any international, multinational, national, federal, provincial, state,
municipal, local or other government or public department, central bank, court,
commission, board, bureau, agency or instrumentality, domestic or foreign, (ii)
any subdivision or authority of any of the foregoing, or (iii) any
quasi-government or private body, in each case, having jurisdiction on behalf of
any nation, province, territory, state or other geographic subdivision thereof
and exercising any regulatory, judicial, legislative, expropriation or taxing
authority;

(t) “Intellectual Property”
means, in respect of a Person, all patents (including utility patents, design
patents, registered industrial designs, utility models and certificates of
addition), patent applications, copyright, trade marks (including trade names,
business names and service marks), information rights in computer software and
databases, internet domain names, know-




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how, trade secrets, other similar
instruments or rights, whether registered or unregistered, and all rights in
relation to any of the foregoing which are recognized in any jurisdiction, of
the Person;

(u) “Lock-Up Termination Date”
means the date which is twelve (12) months from the Trading Date; 

(v) " Loss" has the meaning
ascribed to it in Section 10.4 of this Agreement.

(w) “Material Contracts” means
all agreements that are material to a Party’s business or that were not entered
into in the ordinary course of business, whether oral or written, to which Party
is a party, which are currently in effect, and which relate to the operation of
a Party’s business;

(x) “Minority Shareholders”
means those shareholders of Bark registered in the register of shareholders of
Bark at the day of execution of this agreement, exclusive of the Principal
Shareholders;

(y) “Minority Shareholder
Shares” means the shares of Bark held by each Minority Shareholder

(z) “Party” means each party to
this Agreement individually and “Parties” mean each Party
collectively;

(aa) “Person” includes an
individual, corporation, limited liability corporation, unlimited liability
company, body corporate, partnership, limited partnership, joint venture,
association, trust or unincorporated organization or any trustee, executor,
administrator or other legal representative thereof or any other entity
(including a Government Entity);

(bb) “Principal Shareholders’
Closing Documents” means the closing documents set forth in §9.2 to be
delivered by the Principal Shareholders on or before the Closing Date.

(cc) “Purchaser Shares” has the
meaning ascribed to it in §2.2; 

(dd) “Purchaser’s Closing
Documents” means the closing documents set forth in §9.3 to be delivered by
the Purchaser on or before the Closing Date;

(ee) “Purchaser Financial
Statements” means the financial statements of the Purchaser as listed and
attached as Schedule 3;

(ff) “Subsidiaries” means Bark
Advertising, Bark Copenhagen and Bark Media; (gg) “SEC” means the United
States Securities and Exchange Commission; (hh) “Securities Act” means
the United States Securities Act of 1933, as amended;

(ii) “Trading Date” means 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.

Schedules

1.2 The following schedules are attached to, form part of, and
are hereby incorporated by reference into this Agreement:




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Schedule 1 – Disclosure Schedule 

Schedule 2 – Company Financial
Statements 

Schedule 3 – Purchaser Financial
Statements 

Schedule 4 – Exwal Shareholder
Agreement

PART 2

PURCHASE AND SALE

Purchase and Sale of Bark Shares

2.1 In reliance on the representations and warranties the
Indemnification Agreement executed be DeBondo Capital Ltd., the Management
Representation Letter delivered by Maria Peceli in her capacity as president of
the Purchaser and the legal opinion prepared by Lang Michener LLP regarding the
issued and outstanding share capital of the Purchaser, and on the terms and
subject to the conditions contained in this Agreement, at the Closing, the
Purchaser will purchase from the Principal Shareholders, and the Principal
Shareholders will sell, assign and transfer to the Purchaser, all outstanding
Bark Shares, free and clear of all Encumbrances.

Consideration

2.2 The total consideration payable by the Purchaser to the
Principal Shareholders for the Bark Shares will be the issuance of the number of
shares of common stock of the Purchaser equal to 1.2964548 times the number of
Bark Shares (the “Purchaser Shares”) to the Principal Shareholders pro
rata in accordance with their ownership of Bark, as set forth in the Disclosure
Schedule. 

Closing

2.3 The Closing will take place no later than five business
days after the satisfaction of the later of the following conditions precedent
to closing to occur, provided that in no event will the Closing Date be later
than April 1, 2008:

(a) The board of directors of Bark has
approved the Closing of the transactions contemplated in this Agreement; and

(b) The Purchaser will have entered
into the Exwal Shareholder Agreements with each shareholder of Exwal.

Issuance of the Purchaser Shares

2.4 Each of the Principal Shareholders acknowledges and agrees
that the Purchaser Shares will be offered and sold to the Principal Shareholder
without such offer and sale being registered under the Securities Act and will
be issued to each Principal 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 Principal
Shareholder in this Agreement. As such, each Principal Shareholder further
acknowledges and agrees that the Purchaser Shares will, upon issuance, be
“restricted securities” within 




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the meaning of the Securities Act. Each Principal 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.”



Each Principal 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 Principal 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 Principal
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 Principal 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 Principal Shareholder pursuant to an
exemption from registration under the Securities Act. Each Principal Shareholder
acknowledges that the Purchaser has not obligation to register the resale of any
of the Purchaser Shares by the Principal Shareholder pursuant to the Securities
Act.

Lock-up

2.5 The Shareholder agrees that, during the period from the
Closing Date to the Lock-Up Termination Date, the 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, 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 Company held by the shareholder
as of the Closing Date of subsequently acquired (collectively, the
"Shareholder's Securities"), directly or indirectly, except as
follows:

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

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




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(ii) 12,500 Shares.

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

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

The foregoing restriction is expressly agreed to preclude the
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 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 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.

PART 3

REPRESENTATIONS AND WARRANTIES IN RESPECT OF THE PRINCIPAL

SHAREHOLDERS INDIVIDUALLY

Representations and Warranties in Respect of the Principal
Shareholders individually

3.1 Each Principal Shareholder represents and warrants
severally, and not jointly, with respect to that respective Principal
Shareholder, to the Purchaser that, as at both the effective date of this
Agreement and the Closing Date,

(a) Capacity – the Principal
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 Principal Shareholder to the Purchaser, to perform all
of the Principal 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 Principal Shareholder in accordance with its
terms,

(b) Title to Shares – the
Principal Shareholder owns and has good and marketable title to each of the Bark
Shares owned by the Principal Shareholder, as set forth in the Disclosure
Schedule, as the legal and beneficial owner thereof, free of all 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,


(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 Principal Shareholder to,
sell, transfer, assign or otherwise dispose of any of the Bark Shares owned by
the Principal Shareholder,

(d) Shareholder Loans – except
as set forth in the Disclosure Schedule, there are no shareholder loans or any
other indebtedness or liabilities owed or payable by any of the Companies to the
Principal Shareholder,




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(e) Company Assets – the
Principal Shareholder does not have any right or interest in or to any Asset
owned by or used by any of the Companies in its business as presently conducted
or as currently proposed by any Company to be conducted,

(f) No Fees Payable – except as
set forth in the Disclosure Schedule, no broker, investment banker, financial
advisor or other Person 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 Principal Shareholder,

(g) Not a U.S. Person – the
Principal 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,

(h) No Offer in the U.S. – the
Principal 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,

(i) Status as a Sophisticated
Purchaser – the Principal 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
Principal Shareholder has evaluated the merits and risks of an investment in the
Purchaser Shares. The Principal Shareholder can bear the economic risk of this
investment, and is able to afford a complete loss of this investment,

(j) Acquisition for Investment –
the Purchaser Shares to be issued to the Principal Shareholder will be acquired
by the Principal Shareholder for investment for the Principal 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 Principal Shareholder has no
present intention of selling, granting any participation in, or otherwise
distributing the same. The Principal 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,

(k) Information Regarding the
Purchaser – the Principal 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 Principal Shareholder believes it has received all the
information it considers necessary or appropriate for deciding whether to
purchase the Purchaser Shares. The Principal Shareholder has had full
opportunity to 




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discuss this information with the
Principal Shareholder’s legal and financial advisers before execution of this
Agreement, and 

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

Survival

3.2 The representations and warranties of each Principal
Shareholder contained in this Agreement will survive the Closing and continue in
full force and effect for a period of 12 months after the Closing Date.

Reliance

3.3 Each individual Principal Shareholder acknowledges and
agrees that the Purchaser has entered into this Agreement relying on the
respective warranties and representations of said individual Principal
Shareholder and other terms and conditions of this Agreement.

PART 4

REPRESENTATIONS AND WARRANTIES 
IN RESPECT OF BARK AND ITS
SUBSIDIARIES

Representations and Warranties in Respect of Bark and its
Subsidiaries

4.1 The Principal Shareholders represent and warrant to the
Purchaser that, as at both the effective date of this Agreement and the Closing
Date, and except to the extent set forth in the Disclosure Schedule,

(a) Organization and Good Standing
– Each Company is duly incorporated and is validly existing and in good
standing under the laws of its jurisdiction of incorporation, and has all
necessary legal and corporate power and authority to own its property and assets
and to carry on its business as presently conducted. Bark has delivered to the
Purchaser complete and correct copies of each Company’s constating documents
including its certificate of incorporation and its articles and bylaws, all as
may be amended, and the minute books of each Company which contain complete and
correct copies of all proceedings and actions taken at all meetings of, or
effected by written consent of, the shareholders and the board of directors
(including any committees thereof) of each Company. Each Company is duly
qualified, licensed or registered to carry on business in the jurisdictions
where it owns, leases or operates its property,

(b) Consents and Approvals –
except for the Consents and Approvals, no vote or consent of the holders of any
class or series of shares of a Company is necessary to approve and adopt this
Agreement or to consummate any of the transactions contemplated hereby, and no
authorization, approval, order, license, permit or consent of any Government
Entity nor the registration, declaration or filing by a Company with any such
Government Entity is required in order for the Principal Shareholders,




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(i) to execute and deliver this
Agreement or any other agreement, certificate or instrument to be executed or
delivered by the Principal Shareholders and/or Bark pursuant to or contemplated
by this Agreement,

(ii) to incur the obligations
expressed to be incurred by the Principal Shareholders and/or Bark pursuant to
this Agreement, or

(iii) to duly perform and observe the
terms and provisions of this Agreement,

(c) No Conflict – subject to
obtaining the Consents and Approvals, no Company is a party to, bound by or
subject to any indenture, mortgage, lease, agreement, instrument, statute,
regulation, order, judgment, decree or law which would be violated, contravened
or breached by, or under which any default would occur, or which could be
terminated, cancelled or accelerated, in whole or in part, or which allows any
Person to exercise any rights or gives rise to a requirement to obtain any
authorization, consent, approval or waiver from any third Person, as a result of
the execution and delivery of this Agreement or the consummation of any of the
transactions provided for herein,

(d) Authority – the Principal
shareholders have all necessary corporate right, authority, power and capacity
to execute and deliver this Agreement and to perform all of its obligations
hereunder and to comply with the terms and provisions of this Agreement and this
Agreement constitutes a valid and binding obligation of the Principal
Shareholders in accordance with its terms,

(e) Permits and Licences – each
Company holds all material authorizations, approvals, orders, licenses, permits
or consents issued by any Government Entity which are necessary in connection
with the conduct and operation of its business as it is currently conducted and
the ownership, leasing or use of its Assets as the same are now owned, leased,
used conducted or operated. None of the Companies is in material breach of or in
default under any of the terms or conditions thereof,

(f) Compliance with Laws – each
Company and its respective Assets, operations and business have been and are
being operated and have been and are in material compliance with all laws or
orders applicable to its business or operations. No Company has received a
notice or other communication alleging a possible violation of any law or order
applicable to its business or operations,

(g) No Litigation – except
  as disclosed in the Disclosure Schedule, there is no claim, suit, action, litigation,
  arbitration proceeding or Government Entity proceeding, including any appeal
  or application for review, in progress, pending or to the knowledge of Bark,
  threatened against, or relating to a Company or affecting a Company’s Assets
  or business,

(h) Capitalization –All
outstanding shares in the capital of each Company have been duly and validly
issued and are outstanding as fully paid and non-assessable shares in the
capital of the respective Company and represent all of the issued and
outstanding shares in the capital of the respective Company,

(i) No Other Agreements – no
Person 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 a Company to




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(i) allot or issue any further or
other share in its capital or any other security convertible or exchangeable
into any share in its capital,

(ii) convert or exchange any security
into or for any share in its capital, or

(iii) purchase, redeem or otherwise
acquire any issued and outstanding share in its capital,

(j) Company Financial Statements
– the Company Financial Statements:

(i) have been derived from and are in
accordance with the books and records of each Company, respectively, 

(ii) have been prepared in accordance
with GAAP, or other generally accepted accounting principles applicable in the
jurisdictions of the relevant Company, consistently applied with past practice,
and 

(iii) fairly present the financial
position of each Company, respectively, as at each date and the results of
operations, cash flows and the changes in shareholder’s equity for each period
reported,

(k) Accuracy of Records – all
financial transactions of each Company have been fairly reflected in the
accounting and financial books and records of the Company, and such books and
records are stated in reasonable detail and fairly reflect the basis for the
Company Financial Statements,

(l) Absence of Undisclosed
Liabilities – except to the extent disclosed, reflected or reserved against
in the Company Financial Statements or incurred in the ordinary and normal
course of the business of a Company since December 31, 2007 or as reflected in
the Disclosure Schedule, no Company has any outstanding indebtedness or any
liabilities or obligations (whether accrued, accruing, absolute, contingent or
otherwise) and all such reserve amounts are adequate based on the past
experience of the Company and are consistent with the accounting procedures used
by the Company in previous fiscal periods and there is nothing which indicates
that such reserves are not adequate or that higher reserves should be taken,

(m) Absence of Changes – since
December 31, 2007 and except as reflected in the Disclosure Schedule, there have
not been

(i) any changes in the condition or
operations of the business, Assets or financial affairs of any Company which
are, individually or in the aggregate, materially adverse, or

(ii) any damage, destruction or loss,
labour unrest or other event, development or condition, of any character
(whether or not covered by insurance) which is not generally known or which has
not been disclosed to the Purchaser in writing, or which to the knowledge of
Bark, may materially adversely affect the Assets of any Company or the business
of any Company,

(n) Absence of Unusual Transactions
– since December 31, 2007, no Company has




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(i) transferred, assigned, sold or
otherwise disposed of any Asset shown or reflected in the Company Financial
Statements or forgiven, cancelled or released any debt or claim, except in the
ordinary and normal course of its business,

(ii) incurred or assumed any
obligation or liability (fixed or contingent), except unsecured current
obligations and liabilities incurred in the ordinary and normal course of its
business,

(iii) issued or sold any share in its
capital or any warrant, bond, debenture or other corporate security or issued,
granted or delivered any right, option or other commitment for the issuance of
any such or other security,

(iv) discharged or satisfied any
Encumbrance, or paid any obligation or liability (fixed or contingent), other
than current liabilities or the current portion of long-term liabilities
disclosed in the Company Financial Statements or current liabilities incurred
since the date thereof in the ordinary and normal course of its business,

(v) declared or made any payment of
any dividend or other distribution in respect of any of its shares other than in
the ordinary and normal course, nor purchased, redeemed, subdivided,
consolidated, or reclassified any share in its capital,

(vi) entered into any transaction not
in the ordinary and normal course of its business,

(vii) made any gift of money or of any
Asset to any Person,

(viii) amended or changed or taken any
action to amend or change its constating documents,

(ix) mortgaged, pledged, subjected to
any lien, granted an option or a security interest in respect of or otherwise
encumbered any of its Assets, or

(x) authorized or agreed or otherwise
become committed to do any of the foregoing,

(o) Title to Assets – each
Company has legal and beneficial ownership of and good and marketable title to
all its Assets, excluding operating equipment leased on normal commercial term,
including all such Assets reflected in its financial books and records, free and
clear of all Encumbrances and none of such Assets is in the possession of or
under the control of any other Person. The Assets owned by each Company
represent all assets used by the Company in the conduct of its business and as
are necessary for the conduct by the Company of its business. No other person
has any interest in any Asset used by a Company in the conduct of its
business,

(p) Other Interests – none of
the Companies owns any share in or other security of, or has any equity,
partnership or proprietary interest in the Assets or business of, any other
Person,

(q) Leased Assets – All rental
or other payments required to be paid by each Company pursuant to leases or
licenses have been duly paid and the Company is not otherwise in default in
meeting its obligations thereunder,

(r) Leased Property – the
Companies do not own any real property except for Østergade 17-19, Copenhagen,
Denmark. No Company is a party to or bound by any leases of real property other
than Østergade 17-19, Copenhagen, Denmark. All rental and other payments
required to be 




- 13 -

paid by a Company under leases have
been duly paid and there is not otherwise any default by a Company in meeting
its obligations under any such lease,

(s) Material Contracts –
regarding all current Material Contracts to which the Companies are a party, as
reflected in the Disclosure Schedule

(i) each Material Contract is in full
force and effect and is a valid and binding agreement of the Companies,

(ii) the Companies have performed or
are performing all material obligations required to be performed by them under
each such Material Contract and are not in breach or default thereunder and no
other party to any such Material Contract is in breach or default thereunder,
and

(iii) the Principal Shareholders do
not know of any circumstances that are reasonably likely to occur that could
reasonably be expected to adversely affect a Company’s ability, up to Closing,
to perform its obligations under any Material Contract, 

(t) Indebtedness to Related Parties
– except for the payment of salaries and other compensation payable in the
ordinary and normal course and reimbursement for out-of-pocket expenses in the
ordinary and normal course and amounts disclosed in the Company Financial
Statements or the Disclosure Schedule, none of the Companies is indebted to any
Principal Shareholder or any Affiliate thereof,

(u) Directors – no amounts will
be due or owing to any of the members of the board of directors of any Company
as a result of such member’s resignation or removal,

(v) Condition of Assets – all
tangible Assets used by the Company in connection with its business are in good
operating condition and in a good state of maintenance and repair, reasonable
wear and tear excepted, and

(w) No Fees Payable – no broker,
investment banker, financial advisor or other Person 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 a Company.
None of the Companies have paid or agreed to pay any fee, commission or expense
incurred by any of its shareholders (including the fees, commissions or expenses
of any accountant, auditor, broker, financial advisor, consultant or legal
counsel retained by or on behalf of any such shareholder) arising from or in
connection with this Agreement or any of the transactions contemplated by this
Agreement.

Reliance

Each individual Principal Shareholder acknowledges and agrees
that the Purchaser has entered into this Agreement relying on the respective
warranties and representations of said individual Principal Shareholder and
other terms and conditions of this Agreement.

Survival

4.2 The representations and warranties of each individual
Principal Shareholder contained in this Agreement will survive the Closing and
continue in full force and effect for a period of 12 months after the Closing
Date.




- 14 -

PART 5

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

Representations and Warranties in Respect of the
Purchaser

5.1 The Purchaser represent and warrant to each of the
Principal Shareholders that as at both the effective date of this Agreement and
the Closing Date

(a) Organization and Good Standing
– the Purchaser is duly incorporated under the laws of its jurisdictions of
incorporation and is validly existing and in good standing with respect to the
filing of annual returns and other documents required to be filed under such
laws. The Purchaser has delivered to Bark complete and correct copies of the
Purchaser’s constating documents including its certificate of incorporation and
its articles and bylaws, all as may be amended, and the minute books of the
Purchaser which contain complete and correct copies of all proceedings and
actions taken at all meetings of, or effected by written consent of, the
shareholders and the board of directors (including any committees thereof) of
the Purchaser. The Purchaser is duly qualified, licensed or registered to carry
on business in the jurisdictions where it owns, leases or operates its
property,

(b) No Approvals Required –
relying upon the representations and warranties of the Principal Shareholders
set forth in this Agreement and except for filings required by applicable
securities legislation, no authorization, approval, order, license, permit or
consent of any Government Entity, regulatory body or court nor the registration,
declaration or filing by the Purchaser with any such Government Entity,
regulatory body or court is required in order for the Purchaser

(i) to execute and deliver this
Agreement or any other agreement, certificate or instrument to be executed or
delivered by the Purchaser pursuant to or contemplated by this Agreement,

(ii) to incur the obligations
expressed to be incurred by the Purchaser pursuant to this Agreement, 

(iii) to issue the Purchaser Shares to
the Principal Shareholders, or

(iv) to duly perform and observe the
terms and provisions of this Agreement,

(c) No Conflict – the Purchaser
is not a party to, bound by or subject to any indenture, mortgage, lease,
agreement, instrument, statute, regulation, order, judgment, decree or law which
would be violated, contravened or breached by, or under which any default would
occur as a result of

(i) the execution and delivery by the
Purchaser of this Agreement or any other agreement, certificate or instrument to
be executed or delivered by the Purchaser pursuant to or contemplated by this
Agreement, or

(ii) the performance by the Purchaser
of its obligations pursuant to, or the observance by the Purchaser of any of the
terms and provisions of, this Agreement,




- 15 -

(d) No Orders – no order ceasing
or suspending trading in securities of the Purchaser is outstanding against the
Purchaser, its directors or officers, and no investigations or proceedings for
such purposes are pending or, to the knowledge of the Purchaser, threatened,

(e) Authority – the Purchaser
has all necessary corporate right, authority, power and capacity to execute and
deliver this Agreement, to acquire the Bark Shares, to issue the Purchaser
Shares to the Principal Shareholders, to perform all of its obligations
hereunder and to comply with the terms and provisions of this Agreement and this
Agreement constitutes a valid and binding obligation of the Purchaser in
accordance with its terms,

(f) Compliance with Laws – the
Purchaser and its Assets, operations and business have been and are being
operated and have been and are in material compliance with all laws or orders
applicable to its business or operations. The Purchaser has not received a
notice or other communication alleging a possible violation of any law or order
applicable to its business or operation,

(g) No Litigation – there is no
claim, suit, action, litigation, arbitration proceeding or Government Entity
proceeding, including any appeal or application for review, in progress, pending
or to the knowledge of the Purchaser threatened against, or relating to the
Purchaser or affecting the Purchaser’s Assets or business, 

(h) Capitalization – the
authorized and issued share capital of the Purchaser, together with the names
and residency of each shareholder and the number, class and kind of shares
outstanding, is as set forth in the draft S-1 Registration Statement dated
February 27, 2008 and incorporated by reference into the Disclosure Schedule.
All such outstanding shares (in total 3,241,138 shares of common stock) in the
capital of the Purchaser have been duly and validly issued and are outstanding
as fully paid and non-assessable shares in the capital of the Purchaser and
represent all of the issued and outstanding shares in the capital of the
Purchaser,

(i) Purchaser Shares – upon
issuance, the Purchaser Shares will have been duly and validly issued and will
be outstanding as fully paid and non-assessable shares in the capital of the
Purchaser and will represent issued and outstanding shares in the capital of the
Purchaser,

(j) Outstanding Rights to Purchase
Shares – the Purchaser has not issued or committed to issue any common share
purchase warrants or options to purchase shares of the Purchaser’s common
stock,

(k) No Other Agreements – the
Purchaser is not party to 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 Purchaser to

(i) allot or issue any further or
other share in its capital or any other security convertible or exchangeable
into any share in its capital,

(ii) convert or exchange any security
into or for any share in its capital, or

(iii) purchase, redeem or otherwise
acquire any issued and outstanding share in its capital,




- 16 -

(l) Purchaser Financial Statements
– the Purchaser Financial Statements (i) have been derived from and are in
accordance with the books and records of the Purchaser, (ii) have been prepared
in accordance with GAAP consistently applied with past practice, and (iii)
fairly present the financial position of the Purchaser as at each date and the
results of operations, cash flows and the changes in shareholder’s equity for
each period reported,

(m) Accuracy of Records – all
financial transactions of the Purchaser have been fairly reflected in the
accounting and financial books and records of the Purchaser, and such books and
records are stated in reasonable detail and fairly reflect the basis for the
Purchaser Financial Statements,

(n) Absence of Undisclosed
Liabilities – except to the extent disclosed, reflected or reserved against
in the Purchaser Financial Statements or incurred in the ordinary and normal
course of the business of the Purchaser since September 30, 2007, the Purchaser
does not have any outstanding indebtedness or any liabilities or obligations
(whether accrued, accruing, absolute, contingent or otherwise) and liabilities
incurred in the ordinary and normal course of the business of the Purchaser
since September 30, 2007 do not exceed $5,000,

(o) Absence of Changes – since
September 30, 2007, there have not been

(i) any changes in the condition or
operations of the business, Assets or financial affairs of the Purchaser which
are, individually or in the aggregate, materially adverse, or

(ii) any damage, destruction or loss,
labour unrest or other event, development or condition, of any character
(whether or not covered by insurance) which is not generally known or which has
not been disclosed to Bark in writing, or which may materially adversely affect
the Assets or the business of the Purchaser,

(p) Absence of Unusual Transactions
– since September 30, 2007, the Purchaser has not

(i) transferred, assigned, sold or
otherwise disposed of any Asset shown or reflected in the Purchaser Financial
Statements or forgiven, cancelled or released any debt or claim, except in the
ordinary and normal course of its business,

(ii) incurred or assumed any
obligation or liability (fixed or contingent), except unsecured current
obligations and liabilities incurred in the ordinary and normal course of its
business,

(iii) issued or sold any share in its
capital or any warrant, bond, debenture or other corporate security or issued,
granted or delivered any right, option or other commitment for the issuance of
any such or other security,

(iv) discharged or satisfied any
Encumbrance, or paid any obligation or liability (fixed or contingent), other
than current liabilities or the current portion of long-term liabilities
disclosed in the Purchaser Financial Statements or current liabilities incurred
since the date thereof in the ordinary and normal course of its business,

(v) declared or made any payment of
any dividend or other distribution in respect of any of its shares other than in
the ordinary and normal course, nor purchased, redeemed, subdivided,
consolidated, or reclassified any share in its capital,




- 17 -

(vi) entered into any transaction not
in the ordinary and normal course of its business,

(vii) made any gift of money or of any
Asset to any Person,

(viii) amended or changed or taken any
action to amend or change its constating documents,

(ix) mortgaged, pledged, subjected to
any lien, granted an option or a security interest in respect of or otherwise
encumbered any of its Assets, or

(x) authorized or agreed or otherwise
become committed to do any of the foregoing,

(q) Other Interests – the
Purchaser does not own any share in or other security of, or has any equity,
partnership or proprietary interest in the Assets or business of, any other
Person,

(r) Assets – the Purchaser does
not own any Assets, other than as set forth in the Purchaser Financial
Statements. Such Assets are free and clear of all Encumbrances and none of such
Assets is in the possession of or under the control of any other Person. The
Assets owned by the Purchaser represent all assets used by the Purchaser in the
conduct of its business and as are necessary for the conduct by the Purchaser of
its business. No other person has any interest in any Asset used by the
Purchaser in the conduct of its business,

(s) Employees and Contractors –
the Purchaser does not have any Employees or Contractors,

(t) Material Contracts – all
current Material Contracts to which the Purchaser is a party are set out in the
Disclosure Schedule along with each party thereto, and

(i) each such Material Contract is in
full force and effect and is a valid and binding agreement of the Companies,

(ii) the Purchaser has performed or is
performing all obligations required to be performed by it under each such
Material Contract and is not in breach or default thereunder and no other party
to any such Material Contract is in breach or default thereunder, and

(iii) the Purchaser does not know of
any circumstances that are reasonably likely to occur that could reasonably be
expected to adversely affect the Purchaser’s ability, up to Closing, to perform
its obligations under any Material Contract, 

(u) Shareholder Loans and
Indebtedness to Related Parties– the Purchaser does not have any shareholder
loans or other indebtedness or liabilities outstanding that are owed or payable
to any shareholder of the Purchaser or any Affiliate thereof,

(v) Directors – no amounts will
be due or owing to any of the members of the board of directors of the Purchaser
as a result of such member’s resignation or removal,

(w) Copies of Agreements –
accurate and complete copies of all Material Contracts to which the Purchaser is
a party have been delivered to the Principal Shareholders,




- 18 -

(x) Corporate Records – the
Purchaser has kept all records required to be kept by applicable corporate
legislation,

(y) No Fees Payable – no broker,
investment banker, financial advisor or other Person 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 Purchaser.
The Purchaser has not paid or agreed to pay any fee, commission or expense
incurred by any of its shareholders (including the fees, commissions or expenses
of any accountant, auditor, broker, financial advisor, consultant or legal
counsel retained by or on behalf of any such shareholder) arising from or in
connection with this Agreement or any of the transactions contemplated by this
Agreement.

Reliance

5.2 The Purchaser acknowledges and agrees that the Principal
Shareholders have entered into this Agreement relying on the warranties and
representations and other terms and conditions of this Agreement.

Survival

5.3 The representations and warranties of the Purchaser
contained in this Agreement will survive the Closing and continue in full force
and effect for a period of 12 months after the Closing Date.

PART 6

PRE-CLOSING COVENANTS

Conduct of Business

6.1 Each of the Principal Shareholders on the one side and the
Purchaser on the other side covenant and agree that until the Closing Date or
termination of this Agreement, except as otherwise contemplated in this
Agreement or agreed to in writing by the Purchaser, they will (or, in the case
of the Principal Shareholders, cause Bark to):

(a) Conduct Business in Ordinary and
Normal Course – to conduct its business in the ordinary and normal course
thereof, including the payment of all current liabilities and accounts in the
ordinary and normal course, and

(b) Necessary Steps – to take
all actions, steps and proceedings that are necessary or desirable to approve or
authorize, or to validly and effectively undertake, the execution, delivery and
performance of this Agreement and the completion of the transactions.




- 19 -

PART 7

PURCHASER’S CONDITIONS PRECEDENT

Purchaser’s Conditions

7.1 The obligations of the Purchaser to complete the purchase
of the the Bark Shares are subject to the satisfaction of or compliance with
each of the following conditions precedent on or before the Closing Date

(a) Truth and Accuracy of
Representations and Warranties of the Principal Shareholders – the
representations and warranties of the Principal Shareholders contained herein
are true and correct in all material respects as at the Closing Date with the
same effect as if made on the Closing Date,

(b) Performance of Obligations –
the Principal Shareholders have, in all material respects, performed and
complied with all the obligations, covenants and agreements to be performed and
complied with by each of them on or before the Closing Date,

(c) Consents and Approvals – all
Consents and Approvals will have been obtained, and

(d) Minority Shareholders – the
Purchaser will have received the legal opinion of Holst Law Firm confirming that
the board of directors of Bark have caused the shares of Bark held by the
Minority Shareholders to be legally and validly transferred to the Purchaser in
accordance with the articles of association of Bark.

Waiver

7.2 The conditions precedent set forth in this Part 7 are for
the exclusive benefit of the Purchaser and may be waived jointly or individually
by the Purchaser in writing in whole or in part on or before the Closing Date.
The waiver by the Purchaser of any condition set forth in this Part 7, the
acknowledgement or agreement by the Purchaser that any such condition has been
satisfied and the completion of the purchase and sale transaction contemplated
by this Agreement will be without prejudice to the Purchaser’s rights in respect
of the warranties, representations, covenants and indemnities of the Principal
Shareholders contained in this Agreement.

PART 8

PRINCIPAL SHAREHOLDERS’ CONDITIONS PRECEDENT

Principal Shareholders’ Conditions

8.1 The obligations of the Principal Shareholders to complete
the sale of the Bark Shares are subject to the satisfaction of or compliance
with each of the following conditions precedent on or before the Closing
Date

(a) Truth and Accuracy of
Representations and Warranties of the Purchaser – the representations and
warranties of the Purchaser contained herein are true and correct in all
material respects as at the Closing Date with the same effect as if made on the
Closing Date,




- 20 -

(b) Performance of Obligations –
the Purchaser have, in all material respects, performed and complied with all
the obligations, covenants and agreements to be performed and complied with by
them on or before the Closing Date, and

(c) Consents and Approvals – all
Consents and Approvals will have been obtained.

8.2 The conditions precedent set forth in this Part 8 are for
the exclusive benefit of the Principal Shareholders and may be jointly waived by
the Principal Shareholders in writing in whole or in part on or before the
Closing Date. The joint waiver by the Principal Shareholders of any condition
set forth in this Part 8, the acknowledgement or agreement by the Principal
Shareholders that any such condition has been satisfied and the completion of
the purchase and sale transaction contemplated by this Agreement will be without
prejudice to the Principal Shareholders’ rights in respect of the warranties,
representations, covenants and indemnities of the Purchaser contained in this
Agreement.

PART 9

CLOSING

Closing Date and Location

9.1 The Closing will take place on the Closing Date by exchange
of the closing documents contemplated by Sections 9.2 and 9.3 of this Agreement
or at such other time, date or location as may be agreed to in writing by the
Parties.

Principal Shareholder’s Closing Documents

9.2 On or before the Closing Date, the Principal Shareholders
will deliver, or cause to be delivered, to the Purchaser the following
documents:

(a) a certified copy of resolutions of
the directors of Bark authorizing the transfer of the Bark Shares to, and
registration of the shares in the name of, the Purchaser;

(b) a share certificate registered in
the name of the Purchaser representing all Bark Shares;

(c) a certified copy of the securities
register of Bark showing the Purchaser as the registered owner of the Bark
Shares,

(d) the legal opinion of Holst Law Firm
confirming that the board of directors of Bark have caused the shares of Bark
held by the Minority Shareholders to be legally and validly transferred to the
Purchaser in accordance with the articles of association of Bark, and

(e) such other documents and
instruments, other than those set out above, as may be reasonably requested by
required by the Purchaser in order to complete the transactions set out in this
Agreement;

and delivery of such documents by the Principal Shareholders in
accordance with this §9.2 will be deemed to satisfy the conditions precedent set
forth in Part 7.




- 21 -

Purchaser’s Closing Documents

9.3 On or before the Closing Date, the Purchaser will deliver,
or cause to be delivered, to the Principal Shareholders the following documents
and funds:

(a) share certificates, endorsed with
the legend contemplated by this Agreement, registered in the name of the
Principal Shareholders representing the Purchaser Shares;

(b) a certified copy of resolutions of
the directors of the Purchaser authorizing the execution, delivery and
performance of this Agreement by the Purchaser and the issue of the Purchaser
Shares in the name of the Principal Shareholders,

(c) a certified copy of resolutions of
the directors of the Purchaser authorizing the appointment of the nominees of
the Prinicipal Shareholders to the board of directors of the Purchaser effective
as of Closing;

(d) written resignations of the current
directors and officers of the Purchaser dated effective as of Closing; and

(e) such other documents and
instruments, other than those set out in above, as may be reasonably requested
by legal counsel for the Principal Shareholders in order to complete the
transactions set out in this Agreement; 

and delivery of such documents and funds by the Purchaser in
accordance with this §9.3 will be deemed to satisfy the conditions precedent set
forth in §8.1.

PART 10

TERMINATION – CONSEQUENCES OF BREACH

Termination Rights

10.1 This Agreement may, by notice in writing given before or
on the Closing, be terminated:

(a) by mutual consent of the Principal
Shareholders and the Purchaser; or

(b) automatically if the Closing has
not occurred on or before April 1, 2008, or such later date as the Parties may
agree to in writing, unless the Closing has not occurred by such date because
the Party seeking to terminate this Agreement has failed to perform any one or
more of its obligations or covenants under this Agreement to be performed at or
before Closing.

Effect of Termination

10.2 Each Party’s right of termination under this Part is in
addition to any other rights it may have under this Agreement or otherwise, and
the exercise of a right of termination will not be an election of remedies.
Nothing in this Part limits or affects any other rights or causes of action any
Party may have with respect to the representations, warranties, covenants and
indemnities in its favour contained in this Agreement. If a Party waives
compliance with any of the conditions, obligations or covenants contained in
this Agreement, the waiver will be without prejudice to any of its rights of
termination in the event of 




- 22 -

non-fulfillment, non-observance or non-performance of any other
condition, obligation or covenant in whole or in part.

10.3 If this Agreement is terminated pursuant to any provision
of §10.1, all obligations of the Parties under this Agreement will terminate,
except if this Agreement is terminated by a Party because of a breach of this
Agreement by another Party or because a condition for the benefit of the
terminating Party has not been satisfied because the other Party has failed to
perform any of its obligations or covenants under this Agreement which are
reasonably capable of being performed or caused to be performed by such Party,
and the terminating Party’s right to pursue all legal remedies will survive such
termination unimpaired.

10.4 Subject to Section 10.5 of this Agreement, in the event of
a breach of this Agreement, the Party in breach shall indemnify and hold
harmless the other Party/Parties from and against any loss, damage, cost or
expense (the "Loss") thereby suffered or incurred by the Party/Parties not in
breach and the Loss of the Party/Parties not in breach shall be calculated as
the direct loss which may apply to the Loss. 

Limitation of Liability

10.5 Notwithstanding anything else in this Agreement, the
individual liability of each Principal Shareholder shall be limited to the value
of the Purchaser Shares issued to the Principal Shareholder and the Purchaser’s
sole recourse against each Principal Shareholder will be limited to recovery of
the Purchaser Shares issued to each respective Principal Shareholder.

PART 11

GENERAL

Acknowledgement of Confidentiality

11.1 The Purchaser acknowledges and agrees that 

(a) they have had access to information
and trade secrets pertaining to the business, services and techniques of the
Companies (collectively, the “Confidential Information”), 

(b) the disclosure of any of the
Confidential Information to competitors of the Companies, to others or to the
public, would be highly detrimental to the best interests of the Company,
and

(c) the right to maintain the
Confidential Information constitutes a proprietary right which the Companies are
entitled to protect.

Covenant on Confidentiality

11.2 The Purchaser covenants and agrees that at all times
hereafter it will 

(a) hold all of the Confidential
Information in secrecy, as the trustee or custodian for the Companies, and for
the Companies’ exclusive benefit and use,

(b) faithfully do all in its power to
assist the Companies in maintaining the secrecy of the Confidential Information,
and




- 23 -

(c) not at any time without the prior
written consent of the Companies, 

(i) disclose or divulge, directly or
indirectly, to any person, firm or corporation any of the Confidential
Information, or

(ii) practise or use, other than for
the benefit of the Companies, any of the Confidential Information.

Exceptions 

11.3 Notwithstanding §11.1(a), nothing will be deemed to be
Confidential Information which:

(a) is known to the party receiving the
information at the time of disclosure, unless any individual who knows the
information is under an obligation to keep that information confidential;

(b) becomes publicly known or available
without the disclosure thereof by the party receiving the information in
violation of this Agreement; or

(c) is received by the party receiving
the information from a third party not under an obligation to keep that
information confidential.

11.4 The provisions of §11.2 will not prohibit the disclosure
of information required to be made under federal or state securities laws, rules
and regulations or by order of any federal, state or local regulatory agency or
as otherwise required to be disclosed under applicable law. If any disclosure is
so required, the Party making such disclosure will consult with the other
Parties before making such disclosure, and the Parties will use all reasonable
efforts, acting in good faith, to agree upon a text for such disclosure which is
satisfactory to all Parties.

Governing Law, Venue and Arbitration

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

11.6 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.

11.7 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.

Notices

11.8 Every notice, request, demand or direction to be given
pursuant to this Agreement must be in writing and must be delivered by hand
(e.g. Federal Express or other reputable courier service) or sent by facsimile
transmission or other similar form of written transmission by electronic means,
in each case addressed as follows:




- 24 -

(a) if to the Purchaser:

Exwal Inc.
570 Shaw River Way,
Sacramento, CA 958 31, USA

Facsimile: (916) 391-0430

  Attention: Ms. Maria Peceli

with a copy to:

Debondo Capital Ltd.
130
Shaftesbury Ave, Suite 3.19 
London W1D 5EU
United Kingdom 

Facsimile: +44 207 900 3534

  Attention: Mitchell Johnson 

(b) if to the Principal
Shareholders:

Bark Corporation
Østergade 17-19,
3.,, DK-1100 Copenhagen, Denmark

Facsimile: +45 33 32 00 78

  Attention: Mr. Bent Helvang, Chairman

with a copy to:

Holst, Law Firm 
Hans Broges Gade 2

8000 Aarhus C

Denmark
Facsimile: + 45 89 34 0001

Attention: Jørgen Lillelund Olsen

or to such other address or transmission receiving station in
as specified by a party by notice to each other party. Any notice delivered by
hand or sent by facsimile transmission will be deemed conclusively to have been
effectively given on the day notice was delivered or sent as aforesaid if it was
delivered or sent on a day that was a Business Day at the place of the intended
recipient, or on the next day that is a Business Day at such place if it was
delivered or sent on a day that was not a Business Day at such place.

Public Notices

11.9 The Parties agree that all notices to third parties and
all other publicity concerning the transactions contemplated by this Agreement
will be jointly planned and co-ordinated and no Party will act unilaterally in
this regard without the prior approval of the others, such approval not to be
unreasonably withheld.




- 25 -

Public Disclosure

11.10 Before and after Closing, none of the Parties will
disclose the terms of this Agreement, except as reasonably required for income
tax purposes or as otherwise may be required by law including all securities
laws and applicable stock exchange rules and policies. Notwithstanding the
foregoing, in the case of any public filing of this Agreement under applicable
securities laws the Parties will use reasonable efforts to jointly plan and
coordinate such filings.

Entire Agreement

11.11 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

11.12 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

11.13 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

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

Further Assurances

11.15 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.




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Assignment

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

Enurement

11.17 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.




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Counterparts

11.18 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: 	/s/ Maria
      Peceli	 
	 	Authorized Signatory 	 
	 		 
	Svaneco Ltd. (BVI) 	 
	 	 	 
	Per: 	/s/ Jesper
      Svane	 
	 	Authorized Signatory 	 
	 	 	 
	Sapiens Alliance Ltd. (BVI)
    	 
	 	 	 
	Per: 	/s/ Rene
      Lauritsen	 
	 	Authorized Signatory 	 
	 	 	 
	Klaus Aamann 	 
	 	 	 
	Per: 	/s/ Klaus
      Aamann	 
	 	Authorized Signatory 	 
	 	 	 
	Bent Helvang Media ApS 	 
	 	 	 
	Per: 	/s/ Bent
      Helvang	 
	 	Authorized Signatory 	 
	 	 	 
	Bristol Worldwide Ltd. (BVI)
    	 
	 	 	 
	Per: 	/s/ Anders
      Hageskov	 
	 	Authorized Signatory 	 






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SCHEDULE 1 

Disclosure Schedule 

BARK REPRESENTATIONS AND WARRANTIES 

Section 3.1(b) – Title to shares

Svaneco Ltd: 1,745,454 

Sapiens Alliance Ltd: 1,745,454 

Bent Helvang Media ApS: 1,745,454 

Bristol Worldwide Ltd. BVI: 1,745,454 

Klaus Aamann: 1,745,454

Section 3.1(d) – Shareholder loans

The Company has borrowed funds from Bark Holding Ltd. which is
controlled equally by Svaneco Ltd. and Sapiens Alliance Ltd.

Section 3.1(f) – No Fees Payable

The Company has concluded an agreement with DeBondo Capital
Ltd. on financial advisory Services

Section 4.1(b) – Consents and Approvals

Approval of the board of directors of Bark Corporation A/S.

Section 4.1(c) – No Conflict

Loan agreement with Danske Bank has a change of control provision.

Section 4.1(g) – Litigation

 The Company has 5 March 2008 received notice of a claim from
  two employees stating a claim for damages and compensation in total of approximately
  DKK 1 million, based on an alleged breach by the Company of the terms of employment
  and transfer of certain business activities from the employees to the Company.
  The Company is of the opinion that the claim is unsubstantiated, and has rejected
  the claim.

Section 4.1(l) – Absence of Undisclosed
Liabilities

The Company has incurred significant expenses in the preparation
  of the filing of the S-1 registration statement with the SEC.

The Company has 5 March 2008 received notice of a claim from
  two employees stating a claim for damages and compensation in total of approximately
  DKK 1 million, based on an alleged breach by the Company of the terms of employment
  and transfer of certain business activities from the employees to the Company.
  The Company is of the opinion that the claim is unsubstantiated, and has rejected
  the claim.

Section 4.1(m) – Absence of Changes

The Company has 5 March 2008 received notice of a claim from
two employees stating a claim for damages and compensation in total of
approximately DKK 1 million, based on an alleged breach by the Company of the
terms of employment and transfer of certain business activities from the
employees to the Company. The Company is of the opinion that the claim is
unsubstantiated, and has rejected the claim.






- 29 -

Section 4.1(s) – Material Contracts


  	Description of Material Contract 
	 Credit Facility Contract between Danske Bank A/S and
          Living Brands A/S dated October 25, 2004 (now Bark Copenhagen) for DKK
          500,000 floating interest – business credit line

	Addendum to Credit Facility Contract between Danske Bank A/S and Living
        Brands A/S (now Bark Copenhagen A/S) dated April 28, 2006 increasing credit
        line from DKK 500,000 to DKK 1,000,000
	 Addendum to Credit Facility Contract between Danske
          Bank A/S and Living Brands A/S (now Bark Copenhagen A/S) dated February
          2008 increasing credit line to DKK 2,000,000

	 Shareholder Agreement dated March 2007 between Peter
          Brockdorff, Daniel Soren, David Asmussen, Finn Balleby, Ole Parnam,
          Henrik Sorensen, Trine Jakobsen and K2 Media Group A/S (now Bark Corporation
          A/S) regarding shares of K2 Advertising A/S (now Bark Advertising A/S)
          entered into in connection with acquisition of Bark Copenhagen A/S (formerly
          Living Brands A/S)

	 Share Transfer Agreement dated March 30, 2007 between
          K2 Advertising A/S (now Bark Advertising A/S) and Peter Brockdorff,
          Daniel Soren, David Asmussen, Finn Balleby and Ole Parnam relating to
          acquisition of Bark Copenhagen A/S (formerly Living Brands A/S)

	 Share Transfer Agreement dated March 30,
          2007 between K2 Advertising A/S (now Bark Advertising A/S) and BrockSo
          Holding ApS, Maren Holding ApS and FFF Holding ApS relating to acquisition
          of Radar 360 ApS (now Bark Media A/S) 

	 Credit Facility Contract dated May 23,
          2007 between Danske Bank A/S and K2mediagroup A/S (now Bark Corporation)
          for DKK 9,000,000 floating interest – business credit line

	 Suretyship dated May 23, 2007 granted by Danske Bank
          A/S and K2advertising A/S (now Bark Advertising) in favour of Danske
          Bank A/S relating to DKK 9,000,000 credit line 

	 Chairman’s Agreement dated June 1,
          2007 between Bark Corporation A/S and Bent Helvang

	 Management Services Agreement dated August
          1, 2007 between Bark Corporation A/S and Lugano Communication &
          Entertainment SA 

	 Engagement Letter dated August 17, 2007
          between Bark Corporation A/S and PacificWave relating to capital raising
          and financial advisory services

	 Realkredit Loan Offer dated September 11,
          2007 to K2mediagroup A/S (now Bark Corporation A/S) for DKK 14,900,000

	 Credit Facility Contract between Danske
          Bank A/S and Bark Property ApS for DKK 21,900,000 floating interest
          – business

	 Letter Agreement between DeBondo and Bark
          Corporation A/S regarding listing on OTCBB and Amex and advisory and
          consulting services

	 Option Agreement dated December 12, 2007
          between Bark Corporation A/S and Bark Holding Ltd. regarding acquisition
          of a 32% interest of the shareholding in anaconda.tv GmbH

	 Option Agreement dated December 12, 2007
          between Bark Corporation A/S and Bark Holding Ltd. regarding acquisition
          of a 19% interest of the shareholding in anaconda.tv GmbH









- 30 -


	Description of Material Contract 
	
      Service Agreement between Livingbrands Bark Copenhagen
          A/S and Peter Brockdorff effective January 1, 2008

	
      Contract of Employment between Bark Corporation A/S and
      Ole Bjerre dated January 1, 2008 

	
      Funding Agreement dated December 6, 2007 relating to initial
          contribution to Bark Corporation A/S by funding partners - Svaneco Ltd.
          (BVI), Sapiens Alliance (BVI), Washburn Asset Ltd. (BVI), Bent Helvang
          Media ApS, and Bristol Worldwide Limited (BVI)

	
      Form of Repurchase and Lock-Up Agreement entered into by
          all shareholders of Exwal Inc. in connection with the acquisition of
          Bark Corporation A/S by Exwal, Inc.

	
      Annuity Loan Agreements dated February 18, 2008 between
          Danske Bank A/S and Bark Property A/S for DKK 5,250,000 and DKK 1,750,000
          floating interest – business credit lines




Section 4.1(t) – Indebtedness to Related
Parties

The Company has borrowed funds from Bark Holding Ltd. which is
controlled by Svaneco Ltd. and Sapiens Alliance Ltd.

Section 4.1(w) – No Fees Payable

The Company has concluded an agreement with DeBondo Capital
Ltd. on delivery of financial advisory services.




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PURCHASER REPRESENTATIONS AND WARRANTIES

Section 4.1(t) – Material Contracts

None.




SCHEDULE 2

Company Financial Statements

The following financial statements of the Companies are
attached hereto:

Bark Corporation A/S (Consolidated - Audited)

	
  Report of Independent Registered Public Accounting Firm 

  
	
  Consolidated Balance Sheets as at December 31, 2007 and 2006 

  
	
  Consolidated Statements of Income for the year ended December 31, 2007 and
  for the periods from incorporation (October 9, 2006) to December 31, 2007 and
  2006 

  
	
  Consolidated Statements of Cash Flows for the year ended December 31, 2007
  and for the periods from incorporation (October 9, 2006) to December 31, 2007
  and 2006 

  
	
  Consolidated Statements of Changes in Stockholders’ Equity for the period
  from incorporation (October 9, 2006) to December 31, 2007 

  
	
  Notes to Consolidated Financial Statements 



Bark Copenhagen A/S (Audited)

	
  Reports of Independent Registered Public Accounting Firm 

  
	
  Balance Sheets as at May 14, 2007 and December 31, 2006 

  
	
  Statements of Operations for the period from January 1, 2007 to May 14,
  2007 and the year ended December 31, 2006 

  
	
  Statements of Cash Flows for the period from January 1, 2007 to May 14,
  2007 and the year ended December 31, 2006 

  
	
  Statements of Changes in Stockholders’ Equity for the period from January
  1, 2007 to May 14, 2007 and the year ended December 31, 2006 

  
	
  Notes to Financial Statements 



Bark Media ApS (Audited)

	
  Reports of Independent Registered Public Accounting Firm 

  
	
  Balance Sheets as at May 14, 2007 and December 31, 2006 

  
	
  Statements of Operations for the period from January 1, 2007 to May 14,
  2007 and the year ended December 31, 2006 

  
	
  Statements of Cash Flows for the period from January 1, 2007 to May 14,
  2007 and the year ended December 31, 2006 






- 2 -

	
  Statements of Changes in Stockholders’ Equity for the period from January
  1, 2007 to May 14, 2007 and the year ended December 31, 2006 

  
	
  Notes to Financial Statements 






- 3 -

SCHEDULE 3

Purchaser Financial Statements

The following financial statements of the Purchaser are
attached hereto:

Exwal Inc.

Audited financial statements of Exwal Inc. for the year ended
September 30, 2007, including:

	
  balance sheets as at September 30, 2007 and 2006; 

  
	
  statements of income for the years ended September 30, 2007 and 2006 and
  from inception (July 5, 2008) to September 30, 2007; 

  
	
  statements of income for the years ended September 30, 2007 and 2006 and
  from inception (July 5, 2008) to September 30, 2007; 

  
	
  statement of changes in stockholders’ equity from and from inception (July
  5, 2008) to September 30, 2007 

  
	
  notes to financial statements. 






- 4 -

SCHEDULE 4

Form of Exwal Shareholder Agreement

(Repurchase and Lock-Up Agreement)