Filed by Automated Filing Services Inc. (604) 609-0244 - Bark Group Inc. - Exhibit 10.3







	Oversættelse
      * Page 1 of 19 


EXHIBIT 10.3

Case no. 037817-0001 jli/mgl

	 	 
	SHAREHOLDERS' AGREEMENT 	March 2007 
	 	 


between

Peter Brockdorff 
Daniel Soren 
Ole Parnam Finn Balleby

David Asmussen 
Henrik Sørensen 
Trine Jakobsen

and

K2MediaGroup A/S (CVR No. 29935106) 

regarding 

the share capital in 

K2Advertising A/S (CVR No. 29937966)

Bech-Bruun Advokatfirma
Frue Kirkeplads 4 · 8100 Aarhus C ·
Denmark · T +45 72 27 00 00 · F +45 72 27 00 27 · www.bechbruun.com 
Copenhagen · Aarhus ·
Moscow





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CONTENTS

Fejl! Kunne ikke finde tekst til
indholdsfortegnelsen.





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Peter Brockdorff
Civil reg. no.
261164-0237 
Munkegårdsvej 7 
2870 Dyssegaard, Denmark 

and

Daniel Soren
Civil reg. no.
250368-2985 
Øster Farimagsgade 43 
2100 Copenhagen Ø, Denmark 

and

Ole Parnam 
Civil reg.
no.
Taarbæk Strandvej 105 M 
2930 Klampenborg, Denmark 

and

Finn Balleby
Civil reg. no.
040359-1335 
Wildersgade 43 
1408 Copenhagen K, Denmark 

and

David Asmussen
Civil reg. no.
280474-2401 
Classensgade 17 A
2100 Copenhagen K, Denmark 

and

Henrik Sørensen
[Insert civil
reg. no.]
[Insert address]

and

Trine Jakobsen
[Insert civil
reg. no.] 
[Insert address]





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and

K2MediaGroup A/S 
(CVR No.
29935106) 
Trommesalen 5, 4.
1614 Copenhagen V, Denmark

(hereinafter collectively called "the
Parties" and individually "Party")

have on this day entered into the present Shareholders'
Agreement (hereinafter called "the Agreement") regarding the Parties'
shareholding in K2Advertising A/S (CVR No. 29937966), Trommesalen 5, 4., 1614
Copenhagen V, Denmark, (hereinafter called "the Company").

	1. 	
      Assumptions for and scope of the
  Agreement

	 	 
	1.1 	
      The Agreement shall regulate the Parties' relationship as
      shareholders in the Company. The Agreement shall take precedence over the
      Company's Articles between the Parties, and the Board of Directors' and
      the Executive Board's decisions, including the Board of Directors'
      decisions regarding recommendation for dividend, shall be made in
      accordance with the provisions of the Agreement.

	 	 
	1.2 	
      The Agreement shall be notified to the Company and
      entered in the register of shareholders. The share certificates shall
      contain an endorsement on the conclusion of the Agreement emphasizing that
      the Agreement contains provisions on pre-emption right, right of
      redemption, pledging restriction and voting restriction.

	 	 
	1.3 	
      The Parties shall be obliged to (i) vote at general
      meetings in the Company in accordance with the provisions of the Agreement
      and to (ii) use their influence in the Company, including through their
      respective representatives on the Company's Board of Directors, to ensure
      that the provisions of the Agreement are observed by the
Company.

	 	 
	 	 
	2. 	
      The share capital and its distribution

	 	 
	2.1 	
      Following the conclusion of the Agreement, the shares in
      the Company shall be distributed as follows:





	
	Nominal shareholding (DKK) 
	Percentage share 
(rounded) 
	K2MediaGroup A/S (A shares) 	500,000.00 	87.70% 
	Peter Brockdorff (B shares) 	21,310.00 	3.74% 
	Daniel Soren (B shares) 	21,310.00 	3.74% 
	Ole Parnam (B shares) 	9,200.00 	1.61% 
	Finn Balleby (B shares) 	7,775.00 	1.36% 
	David Asmussen (B shares) 	5,505.00 	0.97% 








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	Henrik Sørensen (B
      shares) 	2,500.00 	0.44%
    
	Trine Jakobsen (B
      shares) 	2,500.00 	0.44%
    
	Total 	570,100.00 	100.00% 



	2.2 	
      The Company's share capital amounts to DKK 570,100.00,
      divided into A shares of a nominal value of DKK 500,000.00 for
      K2MediaGroup A/S (hereinafter called "the A shareholder") and B shares of
      a nominal value of DKK 70,100.00 for the remaining seven shareholders
      mentioned in Clause 2.1 (hereinafter collectively called "the B
      shareholders" and individually "B shareholder").

	 	 
	2.3 	
      The share capital is divided into shares of DKK 0.50 or
      multiples thereof, cf. the Company's Articles of Association, which are
      enclosed as Appendix 2.3. A share certificate may comprise several
      shares.

	 	 
	2.4 	
      Changes to the distribution of shares and to the
      Company's share capital shall not affect the provisions in the
      Agreement.

	 	 
	2.5 	
      None of the Parties shall be obliged to invest further
      capital in the Company – as share capital or as loans, just as none of the
      Parties shall be obliged to furnish security for the Company's obligations
      to a third party.

	 	 
	2.6 	
      Prior to marrying, the B shareholders shall be obliged to
      ensure that their shareholding in the Company is treated as separate
      estate at divorce or general separate estate.

	 	 
	2.7 	
      K2MediaGroup A/S declares that K2MediaGroup is planning
      to launch a major share incentive programme for their executive staff in
      connection with K2MediaGroup A/S's planned listing on First
  North.

	 	 
	 	 
	3. 	
      Pre-emption right

	 	 
	3.1 	
      Each Party shall be entitled to subscribe for shares on a
      pro rata basis in connection with any share capital increase in the
      Company.

	 	 
	 	 
	4. 	
      General meeting

	 	 
	4.1 	
      The general meeting shall be the Company's supreme
      authority. Each A share in the Company shall entitle the holder to ten
      (10) votes at the general meeting and each B share shall entitle the
      holder to one (1) vote at the general meeting.

	 	 
	4.2 	
      Each Party shall be obliged to vote in accordance with
      the provisions of the Agreement at the Company's general
meeting.

	 	 
	4.3 	
      The chairman of the meeting shall be obliged and entitled
      to declare voting void to the extent that it contravenes the
    Agreement.








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	5. 	
      Board of Directors and Executive Board

	 	 
	5.1 	
      The Parties agree that the Board of Directors of the
      Company shall have of five (5) members, of whom one member shall be the
      Managing Director of Living Brands (currently Peter Brockdorff). Peter
      Brockdorff shall resign as board member if he terminates his employment
      with the Company.

	 	 
	5.2 	
      All members of the Board of Directors shall be equal and
      shall all be entitled to receive the same information. All members of the
      Board of Directors elected by the general meeting shall be notified of the
      present Agreement when joining the Board.

	 	 
	5.3 	
      The Company shall be managed by two (2) executives
      directors. Members of the Company's Executive Board shall initially be
      Peter Brockdorff and a CEO.

	 	 
	5.4 	
      Anders Peter Hageskov has been registered as the
      Company's CEO. Peter Brockdorff shall be registered as an executive
      director with the Company and shall report to the CEO in all
    respects.

	 	 
	5.5 	
      The Board of Directors and the Executive Boards shall
      comply with the rules of procedure adopted (hereinafter called "the Rules
      of Procedure"), enclosed with this Agreement as

	 	 
		
      Appendix 5.5.

	 	 
	5.6 	
      The provisions of the Agreement on corporate governance
      shall also apply to the Company's present and future
  subsidiaries.

	 	 
	 	 
	6. 	
      Appointment of PB and DS

	 	 
	6.1 	
      In accordance with the provisions stipulated in Clauses
      5.3 and 5.4, the Company shall conclude executive employment contracts
      with the following persons:

	 	 
	6.1.1 	
      Peter Brockdorff (hereinafter called "PB")

	 	 
	6.1.2 	
      Daniel Soren (hereinafter called "DS")

	 	 
	6.2 	
      Material breach by PB and/or DS of their respective
      executive employment contracts with the Company shall also be regarded as
      material breach of this Agreement by such person. Similarly, such person's
      material breach of the Agreement shall also be regarded as material breach
      of their respective executive employment contracts with the
  Company.

	 	 
	6.3 	
      PB and DS shall be obliged to remain with the Company
      until 31 May 2010. To the extent that PB and/or DS do not devote all of
      their time, attention and skill to the Company in the above-mentioned
      period, this shall be regarded as material breach of the Agreement,
    cf.








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Clause 25. In addition to the legal effects described in Clause
25, any shares in K2MediaGroup A/S acquired shall be redeemed at a price of
0.

	6.4 	
      In the event that PB's and/or DS's failure to devote all
      of their time, attention and skill to the Company, cf. Clause 6.3,
      incapacity for work due to illness or disability, this shall not have the
      legal effects described in Clause 25. In stead, PB and/or DS shall be
      obliged to let their shares be redeemed in cash by the Company at the
      lowest of the following two values:

	 	 	 
		(a) 	
      The price at which the B shareholder acquired the shares.
      If the B shareholder owns shares acquired from another B shareholder, the
      A shareholder, the Company and/or a third party, the price at which such
      shares were originally subscribed in the Company shall be used,
  or

	 	 	 
		(b) 	
      at the equity value in accordance with the most recent
      annual report adopted by the general meeting.

	 	 	 
			
      In addition, any shares in K2MediaGroup A/S acquired
      shall be redeemed at a price of 0.

	 	 	 
	 	 	 
	7. 	
      Audit

	 	 	 
	7.1 	
      The Company's audits shall be carried out by one or more
      state-authorised public accountants.

	 	 	 
	7.2 	
      The Parties agree that the Company's auditor shall
      initially be Horwath Revisorerne Statsautoriseret, Strandvejen 58, P.O.
      Box 170, 2900 Hellerup, Denmark.

	 	 	 
	7.3 	
      Each Party shall be entitled to appoint a co-auditor to
      assist the auditor mentioned in Clause 7.2. The fee payable to the
      co-auditor shall be paid by the Party having appointed such co-
      auditor.

	 	 	 
	 	 	 
	8. 	
      Accounting policies

	 	 	 
	8.1 	
      The Company's annual report shall give a true and fair
      view of the Company's assets, liabilities, financial position and results
      and shall be prepared in accordance with the accounting legislation
      applicable from time to time.

	 	 	 
	8.2 	
      The Parties agree that the Company's accounting policies
      shall be the accounting policies described in Appendix
  8.2.

	 	 	 
	8.3 	
      The subsidiaries' results shall be consolidated in the
      parent company.








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	9. 	
      Dividend policy

	 	 
	9.1 	
      The A shareholder may oppose that dividend, including
      interim dividend, is distributed for the Company on the basis of financial
      statements/interim balance sheets before the annual report for the 2009
      financial year.

	 	 
	9.2 	
      From the financial year indicated in Clause 9.1 and
      subsequent financial years, the Parties shall endeavour to ensure, and
      each Party shall be entitled to demand, that maximum dividend is
      distributed from the Company with due consideration being had to the
      Company's consolidation. However, each Party may oppose that dividend is
      distributed before the debt owing to the Company's bank has been settled,
      and if such distribution – upon recognition of the dividend as short-term
      debt in the balance sheet – would cause the Company's solvency ratio
      pursuant to the relevant annual report or the audited interim balance
      sheet to fall below twenty per cent, or if it may not be documented by the
      Company's cash budget that the Company has the required liquidity to
      distribute dividend.

	 	 
	 	 
	10. 	
      Consultation and decisions

	 	 
	10.1 	
      The Parties agree to consult each other on an ongoing
      basis on decisions of material importance to the Company. Such decisions
      shall be made in accordance with the business plan approved by the Parties
      (hereinafter called "the Business Plan", enclosed as Appendix
      10.1).

	 	 
	10.2 	
      In the event of disputes between the Parties which may
      not be settled through negotiation, the Parties shall endeavour to settle
      such dispute through mediation. The mediator shall be appointed with due
      consideration being had to the nature of the dispute and may be the
      Company's auditor or lawyer, an impartial expert or an authorised
      mediator. More than one mediator may be appointed.

	 	 
	10.3 	
      In the event that the Parties – following mediation in
      accordance with Clause 10.2 – are still not in agreement, the issue shall
      be settled by a normal vote.

	 	 
	 	 
	11. 	
      Agreements with the Company

	 	 
	11.1 	
      The Parties agree that the Company shall pay a management
      fee to K2MediaGroup A/S calculated as six (6) per cent of the consolidated
      revenue in the Company after elimination of intercompany profit. The
      management fee shall constitute payment for the overall management of the
      Company, group services, ongoing business development in a wide sense,
      transaction costs, stock exchange listing and price management and
      acquisitions.

	 	 
	 	 
	12. 	
      Financing





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	12.1	None of the Parties shall be obliged to contribute to the
      Company's financing by furnishing a guarantee or other form of security
      or by investing loan capital or equity. The Company shall be self-financing.
	 	 
	12.2	K2MediaGroup A/S shall furnish a subordinate loan to the Company
      of DKK 9 million, which loan shall be subject to a quarterly interest rate
      corresponding to K2MediaGroup A/S' lending rate for overdrafts. The loan
      shall be instalment-free up to 1 June 2011, after which time the loan and
      accrued interest shall automatically fall due for payment.
	 	 
	 	 
	13.	Pre-emption right upon share transfer
	 	 
	13.1	If a B shareholder wishes to transfer his or her shares in
      the Company, the A shareholder and/or the Company shall have a pre-emption
      right to the shares, cf. however Clauses 14-16.

	 	 
	13.2	The pre-emption procedure shall be initiated by the selling
      B shareholder providing the A shareholder and/or the Company with a copy
      of a due offer from a third party for the purchase of the selling shareholder's
      shareholding. If the offer is not in due form, the A shareholder and/or
      the Company may oppose transfer to the third party.
	 	 
	13.3	For the third party's offer to be considered a due offer,
      the following conditions shall be met: 
	 	 
	 	(a)	The offer shall cover all the selling shareholder's shares.
	 	 
	 	(b)	The purchase price shall be fixed at a certain amount.
	 	 
	 	(c)	The third party shall be independent of the selling shareholder.
	 	 
	 	(d)	The offer shall be unconditional and not associated with other legal transactions.
	 	 
	 	(e)	The terms of the offer shall be of such a nature that meeting the terms
      will not be more onerous for the A shareholder than for the selling shareholder.
	 	 
	13.4	The A shareholder and/or the Company may exercise their pre-emption
      right upon written notice to that effect to the selling B shareholder. The
      deadline for acceptance shall be thirty (30) days or, if the offer is made
      in June, July or August, 45 (forty-five) days.
	 	 
	13.5	The purchase price for the A shareholder and/or the Company
      shall be the selling B shareholder's acquisition price for the shares; however,
      it shall not exceed the amount offered by the third party in accordance
      with Clause 13.3(b). If the B shareholder sells shares

      in the Company acquired from another B shareholder, the A shareholder, the
      Company and/or a third party, the A shareholder and/or the Company shall
      only be obliged to purchase such shares at the price at which such shares
      were originally subscribed in the Company.











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	13.6 	
      If the pre-emption right is not exercised, the selling B
      shareholder shall be entitled to sell the shares to the third party,
      provided that the purchase price and the other terms are not changed in
      favour of the third party. The transfer must be completed within three (3)
      months of the A shareholder's and/or the Company's notice that the
      pre-emption right will not be exercised or the expiry of the deadline for
      the exercise of the pre-emption right.

	 	 
	13.7 	
      Any transfer of shares to a third party shall be
      conditional upon the third party adopting the selling B shareholder's
      rights and obligations under the present Agreement, except for the B
      shareholder's employment with the Company, if relevant, and the third
      party joining the same shareholder group.

	 	 
	 	 
	14. 	
      Sale to a B shareholder

	 	 
	14.1 	
      The pre-emption right in Clause 13 shall not apply to a B
      shareholder's transfer of shares to another B shareholder.

	 	 
	 	 
	15. 	
      Intergroup transfers

	 	 
	15.1 	
      The pre-emption right in Clause 13 shall not apply to a B
      shareholder's intercompany transfer of shares to a company wholly
      controlled and owned by the B shareholder.

	 	 
	15.2 	
      Notwithstanding a transfer pursuant to Clause 15.1, the B
      shareholder shall continue to be bound by this Agreement.

	 	 
	 	 
	16. 	
      Drag & tag along

	 	 
	16.1 	
      In the event that a third party who is independent of the
      Parties submits an offer for the acquisition of shares in the Company
      causing such third party to directly own or control fifty per cent or more
      of the Company's total share capital, the other Parties shall be entitled
      and, if so demanded by the Company, obliged to transfer their shares to
      such third party on the same terms as the ones applicable to the third
      party's acquisition of the other shares in the Company; however, never at
      a price lower than the price which a Party may charge upon redemption, cf.
      Clause 19.1.

	 	 
	 	 
	17. 	
      Transfer in special cases

	 	 
	17.1 	
      In the event that a B shareholder, or a company wholly
      controlled and owned by a B shareholder, which owns shares in the Company,
      is declared bankrupt or if insolvency proceedings are initiated pursuant
      to the provisions of the Danish Insolvency Act (konkursloven),
      suspends its payments or enters into liquidation, the Company shall be
      entitled to demand that such B shareholder's shares be redeemed at the
      lowest of the following values:








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		(a) 	
      The price at which the B shareholder acquired the shares.
      If the B shareholder owns shares acquired from another B shareholder, the
      A shareholder, the Company and/or a third party, the price at which such
      shares were originally subscribed in the Company shall be used,
  or

	 	 	 
		(b) 	
      at the equity value in accordance with the most recent
      annual report adopted by the general meeting.

	 	 	 
	17.2 	
      In the event that a B shareholder dies, is placed under
      guardianship, or if the B shareholder's shares are assigned to his or her
      spouse upon estate division, the Company shall be entitled to demand that
      such B shareholder's shares be redeemed at the lowest of the following
      values:

	 	 	 
		(a) 	
      The price at which the B shareholder acquired the shares.
      If the B shareholder owns shares acquired from another B shareholder, the
      A shareholder, the Company and/or a third party, the price at which such
      shares were originally subscribed in the Company shall be used,
  or

	 	 	 
		(b) 	
      at the equity value in accordance with the most recent
      annual report adopted by the general meeting.

	 	 	 
	17.3 	
      In the event that the controlling influence, cf. Section
      2(2) of the Danish Companies Act (aktieselskabsloven), in a Party's
      controlled and owned company owning shares in the Company is transferred
      to a third party, the Company shall be entitled to demand that the shares
      in the Company be redeemed at the lowest of the following
values:

	 	 	 
		(a) 	
      The price at which the B shareholder acquired the shares
      less 25 per cent. If the B shareholder owns shares acquired from another B
      shareholder, the A shareholder, the Company and/or a third party, the
      price at which such shares were originally subscribed in the Company shall
      be used less 25 per cent, or

	 	 	 
		(b) 	
      at the equity value in accordance with the most recent
      annual report adopted by the general meeting less 25 per cent.

	 	 	 
	 	 	 
	18. 	
      Redemption obligation

	 	 	 
	18.1 	
      As from 1 June 2010, the Company shall be obliged to
      redeem the B shareholder's shares, fully or partly, if the B shareholder
      submits a written request to that effect to the Company by 1 January 2010.
      Such redemption shall be effected in cash within thirty (30) days of the B
      shareholder's request and at the price at which the B shareholder acquired
      the shares. If the B shareholder also owns shares acquired from another B
      shareholder, the A shareholder, the Company and/or a third party, the
      Company shall be entitled to redeem such shares at the lowest of the
      following values:








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		(a) 	
      The price at which the shares were originally subscribed
      in the Company, or

	 	 	 
		(b) 	
      the price at which the relevant B shareholder actually
      acquired the shares.

	 	 	 
	18.2 	
      Notwithstanding the provisions in Clause 18.1, the
      Company shall, as a minimum, be obliged to redeem the B shares at the
      average of the result before tax of the past three (3) financial years
      multiplied by factor five. Out of this amount, the B shareholder shall
      receive a share corresponding to his or her ownership share of the
      Company.

	 	 	 
	18.3 	
      In the event that Ole Parnam resigns before 31 December
      2008, Ole Parnam shall be entitled to demand to be redeemed by the
      Company, provided that the Danish tax authorities (SKAT) consent to such
      redemption being carried out without it having effect on the permission to
      tax-free exchange of shares granted.

	 	 	 
	18.4 	
      The Company shall be entitled to amortise the redemption
      amount over 24 months in equal quarterly instalments, in which case the
      acquired B shares shall only be cancelled when the full redemption amount
      has been paid to the B shareholder, and the B shareholder shall have
      security in the B shares. Interest shall be charged on the redemption
      amount at the discount rate of interest plus three (3) per cent to be
      charged quarterly in arrears and paid by the end of each financial
      year.

	 	 	 
	 	 	 
	19. 	
      Redemption right

	 	 	 
	19.1 	
      As from 1 June 2010, the Company shall always be entitled
      to redeem the B shareholder's shares, fully or partly, if the Company
      submits a written request to that effect to the B shareholder. Such
      redemption shall be effected in cash within thirty (30) days of the
      Company's written request and at the price at which the B shareholder
      acquired the shares. If the B shareholder also owns shares acquired from
      another B shareholder, the A shareholder, the Company and/or a third
      party, the Company shall be entitled to redeem such shares at the lowest
      of the following values:

	 	 	 
		(a) 	
      The price at which the shares were originally subscribed
      in the Company, or

	 	 	 
		(b) 	
      the price at which the relevant B shareholder actually
      acquired the shares.

	 	 	 
	19.2 	
      Notwithstanding the provisions in Clause 19.1, the
      Company shall, as a minimum, be obliged to redeem the B shares at a price
      corresponding to the average of the result before tax of the past three
      (3) financial years multiplied by factor five. Out of this amount, the B
      shareholder shall receive a share corresponding to his or her ownership
      share of the Company.

	 	 	 
	19.3 	
      In the event that the B shareholder no later than twelve
      months prior to 1 June 2010 notifies the Company that the B shareholder
      wishes to continue his or her co-ownership of the Company and waives his
      or her right to invoke Clause 18, the B shareholder cannot not be
      redeemed, but shall continue as shareholder in the Company with the
      transfer options/restrictions provided in the
Agreement.








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	19.4 	
      The Company shall be entitled to amortise the redemption
      amount over 24 months in equal quarterly instalments, in which case the
      acquired B shares shall only be cancelled when the full redemption amount
      has been paid to the B shareholder, and the B shareholder shall have
      security in the B shares. Interest shall be charged on the redemption
      amount at the discount rate of interest plus three (3) per cent to be
      charged quarterly in arrears and paid by the end of each financial
      year.

	 	 
	 	 
	20. 	
      Pledging

	 	 
	20.1 	
      In connection with any pledging of shares in the Company,
      the relevant Party shall reserve its voting right. In the event that the
      pledgee appropriates the voting right, of if the pledgee exercises such
      right by proxy or by instructing the Party or such Party's proxy, the
      pledger shall be regarded as being in breach of the Agreement, unless the
      pledgee is a Party. The same shall apply to subpledging.

	 	 
	20.2 	
      Pledging shall take place in accordance with this
      Agreement, including the provisions on the right to acquire or redeem a
      Party's shares.

	 	 
	20.3 	
      The pledger shall inform the other Parties of the
      pledging and document that the pledgee's compliance with the Agreement is
      clearly stated in the letter of pledge.

	 	 
	 	 
	21. 	
      Employment prohibition, non-solicitation clause and
      investment restrictions

	 	 
	21.1 	
      As long as the B shareholder – or his or her holding
      company – is a shareholder in the Company, and for twelve (12) months
      thereafter, he or she shall not, alone or in cooperation with others, seek
      to actively employ or otherwise engage the Company's and/or its
      subsidiaries' employees.

	 	 
	21.2 	
      As long as the B shareholder – or his or her holding
      company – is a shareholder in the Company, and for twelve (12) months
      thereafter, he or she shall not, alone or in cooperation with others,
      undertake any solicitation activities vis-à-vis the Company's and/or its
      subsidiaries' suppliers and/or customers, just as the B shareholders
      during the same period shall be obliged not to make deliveries to or in
      any way service the Company's and/or its subsidiaries' customers. For the
      purpose of this Clause, the Company's and/or its subsidiaries' suppliers
      and/or customers shall comprise anyone having made deliveries to or
      purchased products or services from the Company and/or its subsidiaries
      after 1 June 2006 and only customers/suppliers with commercial activity
      with the Company within the past twelve (12) months prior to the B
      shareholder's sale etc. of his or her shares and/or resignation.

	 	 
	21.3 	
      The restriction provided in Clause 21.2, first sentence,
      shall also apply to potential customers and/or suppliers which the Company
      and/or its subsidiaries have planned to pitch or consult in the future
      according to the latest business and action
plans.








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	21.4 	
      As long as PB and DS – or their holding companies – are
      shareholders in the Company, and for twelve (12) months thereafter, they
      shall not alone or in cooperation (with others) make active or passive
      investments in an undertaking which – possibly through a third party –
      sells goods and/or services competing with the Company and/or its
      subsidiaries.

	 	 
	21.5 	
      The restriction provided in Clause 21.4 shall not apply
      to passive investments in listed shares, bonds and foreign
  currency.

	 	 
	21.6 	
      The employment prohibition in Clause 21.1, the
      non-solicitation clause in Clause 21.2 and the investment restriction in
      Clause 21.4 shall be regarded as having been infringed if the B
      shareholder's close relations have committed an act that would be in
      contravention of Clause 21.1, Clause 21.2 and Clause 21.4 if such act had
      been committed by the B shareholder, unless it can be proven that the B
      shareholder has not contributed to such act etc. However, the Parties
      accept that David Asmussen's wife runs a company undertaking marketing,
      design and art direction activities. The Parties further agree that PR and
      communication activities shall not be in contravention of Clause
  21.

	 	 
	21.7 	
      The B shareholder shall be obliged to devote all of his
      or her time, effort and skill to the Company, with the exception of
      participation in a spouse's business undertaking and board work for one
      (1) other company to the usual extent outside normal working
  hours.

	 	 
	21.8 	
      To the extent that the B shareholder ceases to be a
      shareholder in the Company, when such B shareholder is released from the
      Agreement, such B shareholder shall, for as long as he or she is an
      employee of the Company or its subsidiaries, be obliged to accept an
      addendum (hereinafter called "the Addendum") to his or her employment
      contract vis-à-vis the Company and/or a subsidiary of the Company
      containing the provisions in Clause 21 herein on restrictions regarding
      customers, employees etc. (Clauses 21.1-21.7) as well as a provision on
      payment of penalty in the event of breach of Clause 22. The Addendum shall
      take effect twelve (12) months after the B shareholder ceasing to be a
      shareholder in the Company. The B shareholder shall not be entitled to
      consider himself or herself dismissed as a result of the amendment to his
      or her employment contract stipulated in the present Clause
21.8.

	 	 
	21.9 	
      In the event that the B shareholder is dismissed by the
      Company or resigns from his or her position in the Company (in both cases
      with the exception of cases involving material breach), the B shareholder
      shall be entitled to let all of his or her shares be redeemed by the
      Company at a price of 120 per nominal share capital of DKK 1,
      corresponding to the original acquisition price. Such redemption shall be
      conditional upon the Danish tax authorities granting its approval for the
      redemption to be carried out without it having effect on the permission to
      tax-free exchange of shares granted. If redemption to the Company is
      carried out in accordance with the present Clause 21.9, the B shareholder
      shall only be bound by the provisions in Clause 21 for a period of six (6)
      months after the saleback. Clause 18.4 shall also
apply.








	Translation *
      Page 15 of 19 



	22. 	
      Breach of the employment prohibition, the
      non-solicitation clause and the investment restriction

	 	 
	22.1 	
      Any breach of Clauses 21.1, 21.2 and 21.4 shall make the
      Party in breach liable to pay liquidated damages of DKK 100,000 to the
      Company for each instance of breach. In the event that the breach consists
      of the commencement or upholding of a certain state of affairs, this shall
      be regarded as constituting one instance of breach per calendar month or
      fraction thereof in which the breach persists.

	 	 
	22.2 	
      In the event of breach, the other Parties shall instead
      be entitled to claim compensation for any loss suffered either directly or
      indirectly in their capacity as shareholders in the Company. Indirect
      losses shall be calculated as a share of the net loss after tax, including
      as a result of the loss of contribution margin, corresponding to the other
      Parties' ownership share of the Company. If the B shareholder in breach or
      the competing undertaking has made a profit on the sale or another
      agreement, the contribution margin obtained shall be regarded as a lost
      contribution margin to the Company.

	 	 
	22.3 	
      Breach of the provisions in Clauses 21.1, 21.2 and 21.4
      shall be notified in writing within three (3) months of the relevant Party
      having been made aware of such breach and essentially its implications for
      the Company's business. A provisional injunction without security may be
      taken out by the Company or a Party against breach.

	 	 
	22.4 	
      Any breach of the provisions in Clauses 21.1, 21.2 and
      21.4 shall be regarded as material breach of the Agreement, cf. Clause
      25.

	 	 
	 	 
	23. 	
      Obligation to observe secrecy

	 	 
	23.1 	
      Each Party shall observe secrecy in respect of any
      knowledge about the other Parties or about the Company that such Party may
      gain.

	 	 
	23.2 	
      Such obligation to observe secrecy shall not comprise
      information that may be regarded as generally known or publicly available.
      The obligation to observe secrecy shall give way to the statutory duty of
      disclosure. The obligation to observe secrecy shall not prevent a person
      bound by such obligation having a legitimate need therefore to disclose
      the required information to his or her lawyer or bank.

	 	 
	23.3 	
      Regardless of whether a Party's direct or indirect
      co-ownership of the Company ceases, such Party shall continue to be bound
      and protected by the obligation to observe secrecy.

	 	 
	23.4 	
      The obligation to observe secrecy shall not be limited in
      time.

	 	 
	 	 
	24. 	
      Breach








	Translation *
      Page 16 of 19 



	24.1 	
      In the event that one of the Parties commits a material
      breach of this Agreement, such Party shall be obliged – on demand from any
      Party – to cover any loss suffered as a result of such breach, and in the
      event that the Party in Breach is a B shareholder, such party shall be
      obliged to let his or her shares be redeemed by the Company at the lowest
      of the following values:

	 	 	 
		(a) 	
      The price at which the B shareholder acquired the shares
      less 50 per cent. If the B shareholder owns shares acquired from another B
      shareholder, the A shareholder, the Company and/or a third party, the
      price at which such shares were originally subscribed in the Company shall
      be used less 50 per cent, or

	 	 	 
		(b) 	
      at the equity value in accordance with the most recent
      annual report adopted by the general meeting less 50 per cent.

	 	 	 
	24.2 	
      The remedies for breach stipulated in Clause 25.1 shall
      be asserted within three (3) months of such time when the injured
      Party/Parties was/were or should have been notified of the material
      breach.

	 	 	 
	24.3 	
      In addition, the general rules of Danish law on breach of
      contractual obligations shall apply. However, the Agreement shall not be
      terminated as a result of a Party's breach.

	 	 	 
	 	 	 
	25. 	
      Termination

	 	 	 
	25.1 	
      The present Agreement shall be non-terminable with the
      exception of the provisions in Clauses 18 and 19.

	 	 	 
	 	 	 
	26. 	
      Balances between the seller and the
  Company

	 	 	 
	26.1 	
      The provisions below on settlement of balances between
      the selling/withdrawing Party and the Company shall apply to share
      transfers between Parties.

	 	 	 
	26.2 	
      If the selling/withdrawing Party has en outstanding
      balance with the Company, the acquiring Party shall be entitled to use the
      purchase price for payment of such balance for the account of the selling
      Party. If the Company's claim has been contested, the arbitration tribunal
      described in Clause 30 shall decide upon the extent to which the acquiring
      Party shall be entitled to exercise such right, and whether the acquiring
      Party shall furnish security in this connection.

	 	 	 
	26.3 	
      The acquiring Party shall be liable as a guarantor
      assuming primary liability for all liabilities resting upon the Company
      vis-à-vis the selling Party and the person behind a selling personal
      holding company, which liabilities have been set up and recognised prior
      to the full payment of the purchase price. Prior to the agreement on
      transfer of the shares becoming binding upon the acquiring Party, the
      selling Party shall expressly inform the acquiring Party on the size of
      any amounts receivable covered by the present provision. If the selling
      Party








	Translation *
      Page 17 of 19 



		
      fails to do so, the acquiring Party shall not be liable
      for such amounts. The guarantee shall also cover interest and costs
      incidental to such liabilities. If the acquiring Party contests any claim
      against the Company, the arbitration tribunal described in Clause 31 shall
      decide whether the acquiring Party shall instead furnish security for the
      claim or make payment against obtaining security for any claim for
      repayment.

	 	 
	26.4 	
      If the selling Party or the person behind a selling
      holding company has guaranteed or furnished security for the Company's
      liabilities, the acquiring Party shall guarantee that such person is
      discharged from the consequences thereof. The guarantor shall be released
      from such guarantee or security that was released before the shares were
      assigned to the acquiring Party.

	 	 
	26.5 	
      In the event that a Party or the person behind a selling
      holding company is in debt to the Company, the Company may demand full
      repayment of such debt by giving a notice of fourteen (14) days, when such
      person sells his or her shares, regardless of whether a longer credit was
      originally granted.

	 	 
	 	 
	27. 	
      Succession

	 	 
	27.1 	
      In the event that a third party acquires shares in the
      Company as a result of the A shareholder's failure to exercise his
      pre-emption right, such third party shall become a party to this Agreement
      and adopt the selling Party's rights and obligations hereunder. An
      acquirer of shares shall not adopt the previous Party's and/or Person's
      agreements with the Company.

	 	 
	27.2 	
      As a condition for acquiring shares in the Company, a
      third party shall be obliged to confirm his or her adoption in writing by
      an endorsement to that effect on this Agreement.

	 	 
	 	 
	28. 	
      Interest

	 	 
	28.1 	
      Interest shall accrue to any amount owed by a Party to
      the Company or the other Parties, unless otherwise agreed, from the due
      date at the rate stipulated in the Danish Interest Act
      (renteloven), currently the official lending rate of the National
      Bank of Denmark plus seven (7) per cent.

	 	 
	 	 
	29. 	
      Amendments and renegotiation

	 	 
	29.1 	
      In the event that the Parties agree to amend the present
      Agreement, they intend to prepare such amended agreement in writing. Any
      negotiations on amendments to the Agreement or oral statements regarding
      amendments to the Agreement shall only be regarded as final agreement or
      consent when a written agreement has been drawn up. The Party claiming
      that the Parties have agreed to amend the Agreement shall be obliged to
      present conclusive evidence thereof.








	Translation *
      Page 18 of 19 



	30. 	
      Disputes

	 	 
	30.1 	
      Any disputes between the Parties which cannot be settled
      amicably shall be settled with final and binding effect by arbitration by
      Danish Arbitration pursuant to the rules of Danish Arbitration and in
      accordance with Danish law, except for such rules on governing law which
      provide for the application of the law of another country. The arbitration
      tribunal shall consist of one member to be appointed by Danish
      Arbitration.

	 	 
	30.2 	
      The arbitration proceedings shall be held in Copenhagen,
      Denmark.

	 	 
	30.3 	
      In the event that the dispute between the Parties also
      affects or comprises a dispute between the Parties in accordance with the
      executive employment contract in Appendix 6.1.1 and the executive
      employment contract in Appendix 6.1.2, the arbitration tribunal shall be
      entitled to also hear such dispute and to consider any fact proven in such
      parallel dispute in its award.

	 	 
	30.4 	
      A provisional injunction or similar legal action abroad
      shall be taken out against imminent or continued breach of the
      non-competition clause, the employment prohibition and the non-
      solicitation clause in Clauses 21-23, the obligation to observe secrecy in
      Clause 24 or other obligations resting on a Party pursuant to the present
      Agreement.

	 	 
	 	 
	31. 	
      Costs

	 	 
	31.1 	
      The Company shall bear all costs incidental to the
      conclusion of the present Agreement.

	 	 
	 	 
	32. 	
      Appendices




	 	Appendix 2.3: 	 	Articles of Association 
	 	Appendix 5.5: 	 	Rules of Procedure 
	 	Appendix 8.2: 	 	Accounting policies 
	 	Appendix 10.1: 	 	Business plan 







	Translation *
      Page 19 of 19 



	33. 	
      Signatures

	 	 
	33.1 	
      The present Agreement and appendices shall be executed by
      the Parties in eight (8) identical copies, of which each Party shall
      receive one.




	/s/ Peter
      Brockdorff 	 	 
       /s/ Ole Parnam 
	     Peter Brockdorff 	 	Ole Parnam 
	  	 	  
	/s/ Daniel Soren 	 	 
       /s/ Finn Balleby 
	     Daniel Soren 	 	Finn Balleby 
	  	 	  
	/s/ David
      Asmussen 	 	 
       /s/ Trine Jakobsen 
	     David Asmussen 	 	Trine Jakobsen 
	  	 	  
	/s/ Henrik
      Sørensen 	 	  
	     Henrik Sørensen 	 	  
	  	 	  
	  	 	  
	     For K2MediaGroup A/S 	 	  
	  	 	  
	/s/ Klaus
      Bjørløw Aamann 	 	  
	     Klaus Bjørløw Aamann 	 	  
	  	 	  
	/s/ Jesper
      Svane Thomsen 	 	  
	     Jesper Svane Thomsen 	 	  


****