Filed by Automated Filing Services Inc. (604) 609-0244 - Bark Group Inc. - Exhibit 10.4







	 	EXHIBIT 10.4 
	 	Translation * Page 1 of 1



Case no. 037817-0001 jli/mgl

	 	 
	SHARE TRANSFER AGREEMENT (public limited
      company) 	30 March 2007 
		 
    


between

The company K2Advertising A/S 

and 

Peter Brockdorff 

and 

Daniel Soren 

and 

David Asmussen 

and 

Finn Balleby 

and 

Ole Parnam

 

regarding transfer of the shares in Living Brands A/S

 

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





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On 30 March 2007,

Peter Brockdorff, 
Daniel Soren, 
David Asmussen,

Finn Balleby and 
Ole Parnam

(hereinafter collectively called "the Sellers")

and

K2Advertising A/S 
CVR No. 29937966 
Trommesalen 5,
4.
1614 Copenhagen V, Denmark

(hereinafter called "K2" or "the Buyer")

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

entered into the following Share Transfer Agreement regarding
the Buyer's acquisition of all shares in

Living Brands A/S 
CVR No. 226395860 
Sølvgade 10
1307
Copenhagen K, Denmark 

(hereinafter called "the Company") 

for an amount of DKK 12,000,000 on the below terms and with
payment as indicated in Appendix 1.

The present Share Transfer Agreement shall be conditional upon
the tax-free exchange of shares described below being completed and on Nørgård
Mikkelsen A/S waiving its pre-emption right to the shares in the Company and
approving the transfer of the shares in the Company, cf. Clause 9 below.

It has been agreed that the purchase price shall be paid
through an exchange of shares of DKK 8,406,000 and a cash payment to Nørgård
Mikkelsen A/S for the shares of DKK 3,594,000. The remaining part of the
purchase price shall be paid in the form of a tax-free exchange of the shares in
the Company to B shares in K2, cf. the applicable legislation. The Parties have
agreed to seek permission for such exchange of shares immediately following the
conclusion of the present Share Transfer Agreement.





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	1. 	
      Special agreement on acquisition of shares in the
      Company

	 	 
	1.1 	
      Pursuant to the Shareholders' Agreement and the Company's
      Articles of Association, a sale of the Company's shares shall be completed
      in accordance therewith. The Sellers shall be charged with the task of
      transferring all shares to the Buyer on the terms stipulated in the
      Shareholders' Agreement and the Articles of Association.

	 	 
	2. 	
      Management

	 	 
	2.1 	
      K2 shall join the management of the Company as from 20
      December 2006, regardless of whether the transfer is completed on a later
      date. However, the Parties have agreed that K2 shall not join the Board of
      Directors until such time as the purchase price has been paid and the
      terms stipulated in Clause 10 in the present Agreement have been
      met.

	 	 
	3. 	
      The Sellers' obligations

	 	 
	3.1 	
      The Sellers warrant that the shares in the Company will
      be transferred free and unencumbered upon the execution of the present
      Share Transfer Agreement and that the shares transferred and shares of a
      nominal value of 174,560, corresponding to 29.95 per cent, belonging to
      Nørgård Mikkelsen A/S make up the full share capital in the Company. The
      shares shall be distributed between the Sellers as follows: Peter
      Brockdorff – nominal value: 135,796, corresponding to 23.29 per cent;
      Daniel Soren – nominal value: 135,796, corresponding to 23.29 per cent;
      Ole Parnam – nominal value: 53,640, corresponding to 9.2 per cent; Finn
      Balleby – nominal value: 48,208, corresponding to 8.27 per cent; David
      Asmussen – nominal value: 35,000, corresponding to 6 per cent.

	 	 
	4. 	
      Articles of Association and other
  agreements

	 	 
	4.1 	
      The company Living Brands A/S's articles of association,
      shareholders' agreements, the Company's two latest annual reports, three
      latest monthly financial statements (Q42006) and all other agreements and
      relevant documents, obligations, rights agreements, partnership
      agreements, rent agreements etc. as well as the list of all assets,
      movable property and software are attached to the present Agreement as
      Appendix 2.

	 	 
	4.2 	
      K2's articles of association, shareholders' agreements,
      two latest annual reports, three latest monthly financial statements
      (Q42006) and all other agreements and relevant documents, obligations,
      rights agreements, partnership agreements, rent agreements etc. as well as
      the list of all assets, movable property and software are attached to the
      present Agreement as

	 	 
		
      Appendix 2A.

	 	 
	4.3 	
      Prior to the conclusion of the present Share Transfer
      Agreement, the Parties and the Parties' auditors have carried out limited
      due diligence reviews of the Company and K2.








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	4.4 	
      Upon the conclusion of the present Share Transfer
      Agreement, the Sellers and K2MEDIAGROUP A/S have also entered into a
      shareholders' agreement for the Parties' joint future shareholding in the
      Buyer, attached as Appendix 3.

	 	 
	5. 	
      Pricing of the Company

	 	 
	5.1 	
      The price of the Company of DKK 12,000,000 has been fixed
      on the basis of a hitherto realised and a budgeted annual net profit
      before tax of DKK 2,000,000 multiplied by 6.

	 	 
	5.2 	
      As at 31 December 2006, the Company's equity totals DKK
      1,401,000. The Company has made full provision for the Company's
      employees' holiday pay and extra holiday entitlements. It has been agreed
      that provision shall be made for costs incidental to wages, severance pay,
      holiday pay etc. for employees resigning in connection with this
      transaction in the 2006 financial statements.

	 	 
	6. 	
      Transfer of employees

	 	 
	6.1 	
      The Company and its employees shall be transferred with
      the obligations and rights in existence as on the day of conclusion of the
      present Share Transfer Agreement, with the amendments and additions
      provided in the Shareholders' Agreement concluded. Prior to the conclusion
      of the present Share Transfer Agreement, the Company's Executive Board has
      submitted a complete list of names and terms of employment containing
      information on date of appointment, wages and terms of notice as well as
      ancillary rights, date of latest wage negotiations and the appurtenant
      employment contracts on the employees and members of management who have
      agreed to remain with the Company following the change of
  ownership.

	 	 
	7. 	
      Employee shares in K2

	 	 
	7.1 	
      It has been agreed that the key employees Henrik Sørensen
      and Trine Jakobsen shall jointly subscribe for B shares of a nominal value
      of 5,000 in K2 at a total amount of DKK 600,000 against payment by 1 May
      2007, at the latest. They shall receive B shares of a nominal value of
      2,500 each.

	 	 
	7.2 	
      K2 is going to offer the key employees in the Company
      employee shares in K2 within the framework of a future general employee
      share programme.

	 	 
	8. 	
      Ownership, Board of Directors and Executive
      Board








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	8.1 	
      The Company shall be a subsidiary of K2. As at 1 June
      2007, Peter Brockdorff and Daniel Soren shall become executive directors
      in the Company and report to the CEO of the Company in all respects. In
      addition, Peter Brockdorff shall initially join K2's Board of
      Directors.

	 	 
	8.2 	
      It has been agreed that Peter Brockdorff's position in K2
      shall be Senior Vice-President and that he shall report to K2's
  CEO.

	 	 
	9. 	
      Company address

	 	 
	9.1 	
      K2 and its subsidiaries shall reside at Living Brands
      A/S's address, where offices shall be made available to K2's management,
      Board of Directors and employees.

	 	 
	9.2 	
      In this connection, K2 will allocate funds for
      refurbishment of the premises to make them conform to the desired
      standard. Alternatively, it is contemplated moving to larger
    premises.

	 	 
	10. 	
      Binding agreement

	 	 
	10.1 	
      The present Share Transfer Agreement shall be binding on
      the Parties. However, it shall be conditional upon the completion of a
      tax-free exchange of shares and Nørgård Mikkelsen A/S's waiver of its
      pre-emption right and approval of the exchange of shares in the Company.
      With a view to solving the pre-emption right issue mentioned in the
      Company's Articles of Association and Shareholders' Agreement in respect
      of Nørgård Mikkelsen A/S and procuring Nørgård Mikkelsen A/S’s approval of
      the Agreement, the Sellers' lawyer shall present the Agreement to Nørgård
      Mikkelsen A/S immediately following the conclusion of the present Share
      Transfer Agreement. The Share Transfer Agreement shall become void if the
      conditions cannot be met or have been waived by the Parties by 1 June
      2007, at the latest.

	 	 
	10.2 	
      During this period, the Sellers shall thus be obliged to
      refrain from initiating negotiations regarding and/or conclude agreements
      with third parties on the takeover of all or a part of the shares in the
      Company and to ensure that the Company does not initiate negotiations
      and/or conclude agreements with third parties on the takeover of all or a
      part of the Company's business.

	 	 
	10.3 	
      In the event of failure to comply with the present Clause
      10, the Sellers/the Company shall bear K2's costs plus 20 per cent in
      addition to any claim for compensation set up by K2 against the Sellers
      for their failure to comply with the Share Transfer Agreement.

	 	 
	11. 	
      Secrecy








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	11.1 	
      Any information to third parties, including shareholders,
      regarding the present Share Transfer Agreement and the Company's strategy
      shall only be disclosed by K2's Chairman. The Parties shall be obliged to
      observe secrecy regarding the present Share Transfer Agreement and its
      content. In addition, the Parties agree that any disputes between the
      Parties shall not be made public.

	 	 
	11.2 	
      In the event that a Party fails to observe its secrecy
      obligation, such Party shall pay a penalty of DKK 100,000 to the other
      Party. In the event that a Party is able to document that it has suffered
      a loss exceeding the above penalty, such loss shall also be covered by the
      Party in breach.

	 	 
	12. 	
      Arbitration clause

	 	 
	12.1 	
      Any disputes arising out of the present Agreement shall
      be settled in accordance with the "Rules of Procedure of Danish
      Arbitration" (Regler for behandling af sager ved Det Danske
      Voldgiftsinstitut).

	 	 
	12.2 	
      The arbitration tribunal shall consist of one (1)
      arbitrator to be appointed by Danish Arbitration.

	 	 
	13. 	
      Other provisions

	 	 
	13.1 	
      The tax effect for one Party of the Share Transfer
      Agreement shall be of no concern to the other Party.

	 	 
	13.2 	
      The Parties shall bear their own costs incidental to the
      conclusion of the present Agreement.




	For the Sellers 	 	For the Buyer 
	 	 	 
	 	 	 







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	/s/ Peter
      Brockdorf 	 	 	/s/
      Jesper Svane Thomsen 	 
	Peter Brockdorff 	 	 	Jesper Svane Thomsen 	 
	Director 	 	 	Member of the Board 	 
	  	 	 	  	 
	  	 	 	  	 
	  	 	 	  	 
	/s/ Daniel
      Soren 	 	 	/s/
      Klaus Aamann 	 
	Daniel Soren 	 	 	Klaus Aamann 	 
	Director 	 	 	Member of the Board 	 
	 	 	 	 	 
	/s/ David
      Asmussen 	 	 	  	 
	David Asmussen 	 	 	  	 
	  	 	 	  	 
	  	 	 	  	 
	  	 	 	  	 
	  	 	 	  	 
	/s/ Finn
      Balleby 	 	 	  	 
	Finn Balleby 	 	 	  	 
	  	 	 	  	 
	/s/ Ole
      Parnam 	 	 	  	 
	Ole Parnam 	 	 	  	 


*****

Henrik Sørensen and Trine Jakobsen accept Clause 7.1 of the
Share Transfer Agreement and shall thus be entitled to subscribe for shares of a
nominal value of DKK 2,500 in the Company, cf. Clause 7.1

	/s/ Henrik
      Sørensen 	 	/s/
      Trine Jakobsen 
	Henrik Sørensen
	 	Trine
      Jakobsen 







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Appendix 1

Exchange of Living Brands' shares to K2Advertising A/S B
shares

	 8.27% owned by Finn Balleby with B shares of a nom.
      value of 7,775 for 	DKK 	962,700 
	23.29% owned by Peter Brockdorff with B shares of a nom.
      value of 21,310 for 	DKK 	2,824,500 
	23.29% owned by Daniel Soren with B shares of a nom. value
      of 21,310 for 	DKK 	2,824,500 
	         6% owned by David
      Asmussen with B shares of a nom. value of 5,505 for 	DKK 	690,300 
	 9.20% owned by Ole Parnam with B shares of a nom.
      value of 9,200 for 	DKK 	1,104,000 
	  	  	  
	Exchange of
      shares 	DKK
      	 8,406,000 
	  	  	  
	  	  	  
	29.95% of the shares in Living Brands owned by Nørgård
      Mikkelsen 	DKK 	3,594,000 
	Total purchase
      price 	DKK 	 12,000,000 


*****