Agreement With Nordic Business Development

AGREEMENT


This agreement, made and entered into this 30th day of November 1995, is by and between Nordic Business Development as seller (hereinafter referred to as "the Seller") and Nordic Equity Partners Corporation as buyer (hereinafter referred to as "the Buyer").


WHEREAS: The Seller owns 20%, or 580 shares out of a total of 2,900
shares, par value NOK 1.000;* of common stock issued and
outstanding in the Norwegian company Nortelco A.S., registered in
Norway as F-no954543323 (hereinafter referred to as "the
Company").


WHEREAS: The Buyer is willing to buy all 580 shares owned by the Seller:


WHEREAS: The Seller is willing to sell all the 580 shares the Buyer is
willing to purchase.


WHEREAS: The Buyer has already conducted a due diligence of the Company:


Now, therefore, in consideration of the mutual Agreement hereinafter set forth, the parties hereto, intending to be bound hereby, agree as follows:


1. Upon, and subject to the terms and conditions set forth in this
Agreement, the Seller hereby agrees to sell to the Buyer on the closing
date provided by in section 2 hereof free and clear of all liens, pledges
and encumbrances of every kind, character and descriptions whatsoever the
580 shares of common stock ...