<PAGE>   1
                                                                     EXHIBIT 4.6


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                            FORMUS POLSKA Sp. z o.o.

                             SHAREHOLDERS' AGREEMENT

                         Dated as of _____________ 1997



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<PAGE>   2
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                               Page
<S>                                                                            <C>
1.       Definitions........................................................     1

2.       Establishment; Purposes; Covenant Not to Compete; Other Matters....     5
         (a)      Establishment of the Company..............................     5
         (b)      Purposes..................................................     5
         (c)      Covenant Not to Compete...................................     6
         (d)      Amendment of the Deed; Adoption of Rules and Regulations..     6
         (e)      Compliance with Laws......................................     6
         (f)      Reimbursement Obligations.................................    7z

3.       Funding............................................................     7
         (a)      Initial Funding...........................................     7
         (b)      Additional Funding........................................     7
         (c)      External Funding..........................................     8
         (d)      Additional Partners.......................................     8
         (e)      Credit for Costs; Payments from Escrow; Closing Fee.......     9

4.       Economic and Voting Interests......................................    10
         (a)      Economic Interest.........................................    10
         (b)      Voting Interest; Adjustment of Voting Interests...........    11

5.       Management.........................................................    11
         (a)      Supervisory Board of the Company..........................    11
         (b)      Management Board of the Company...........................    15
         (c)      Budgets; Financial Reporting..............................    17

6.       Distributions......................................................    18
         (a)      First One Percent of Nonliquidating Distributions.........    18
         (b)      Remaining Nonliquidating Distributions....................    18
         (c)      Definitions of Premium Amount.............................    19
         (d)      Liquidating Distributions.................................    19
         (e)      Exchange Rates............................................    19
         (f)      Example...................................................    19

7.       Transfer and Liquidity Rights......................................    20
         (a)      General Restriction.......................................    20
         (b)      Permitted Transfers.......................................    20
         (c)      Right of First Refusal....................................    20
         (d)      Call Option...............................................    22
         (e)      No Change of Domicile.....................................    24
         (f)      The Bonds.................................................    24

8.       Disposition of Interests of a Bankrupt or Dissolved Shareholder....    24
         (a)      Bankruptcy or Dissolution of Elmedia......................    24
         (b)      Purchase Price............................................    25
</TABLE>


                                        i
<PAGE>   3
<TABLE>
<S>                                                                             <C>
         (c)      Company Liability.........................................    26

9.       Representations and Warranties; Acknowledgment.....................    26
         (a)      Representations and Warranties of the Polish Partners.....    26
         (b)      Acknowledgment of the Polish Partners.....................    27
         (c)      Representations and Warranties of Formus..................    27

10.      Miscellaneous......................................................    28
         (a)      Term; Consequences of Termination.........................    28
         (b)      Governing Law, Dispute Resolution, Remedies...............    28
         (c)      U.S. Tax Election.........................................    28
         (d)      Amendment.................................................    29
         (e)      No Waiver.................................................    29
         (f)      Assignment................................................    29
         (g)      Counterparts..............................................    29
         (h)      Severability..............................................    29
         (i)      Interpretation............................................    29
         (j)      Entire Agreement..........................................    29
         (k)      No Partnership............................................    30
         (l)      Costs.....................................................    30
         (m)      Injunctive Relief.........................................    30
         (n)      Representative............................................    30
         (o)      Polish Law................................................    30
         (p)      Notices...................................................    30
         (q)      Further Assurances........................................    31
         (r)      Indemnification by Polish Partners........................    31
         (s)      Confidentiality...........................................    31
</TABLE>


                                       ii
<PAGE>   4
                             SHAREHOLDERS' AGREEMENT


THIS SHAREHOLDERS' AGREEMENT, dated as of November ____, 1997, is among FORMUS
INTERNATIONAL - POLAND, INC., a corporation organized and existing under the
laws of the State of Delaware, USA ("Formus"), ELMEDIA Sp. z o.o., a limited
liability company organized and existing under the laws of the Republic of
Poland ("Elmedia"), and Kazimierz Jan DEMBSKI, Jan Jozef CHROSTOWSKI, and Leszek
Jan STRAWINSKI. Elmedia and Messrs. Dembski, Chrostowski and STRAWINSKI are
sometimes referred to herein, individually, as a "Polish Partner" and,
collectively, as the "Polish Partners." Formus and the Polish Partners are
sometimes referred to herein, individually, as a "Party" and, collectively, as
the "Parties."

                                    RECITALS

A.       Pursuant to the agreement, dated as of July 30, 1997 (the "Formation
         Agreement"), among the Parties, Formus and Elmedia formed Formus Polska
         Sp. z o.o. (the "Company") as a limited liability company (Spolka z
         ograniczona odpowiedzialnoscia) under the laws of the Republic of
         Poland.

B.       The Parties desire to enter into this Agreement to regulate the
         relationship of Formus and Elmedia as Shareholders and to provide for
         the operations of the Company.

                                    AGREEMENT

NOW, THEREFORE, in consideration of the premises and of the agreements contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.       Definitions

         As used in this Agreement, the following terms will have the following
         meanings:

         "Additional Funding" will mean any funding of the Company or any of its
         Subsidiaries in accordance with the terms of this Agreement, including
         the amount specified in Section 3(b)(i)(A) and the amount identified as
         Excess Funding in Section 3(b)(i)(B), but excluding the amounts
         specified in Section 3(a). In relation to a particular Shareholder,
         Additional Funding will mean the Additional Funding of the Company or
         any of its Subsidiaries made by such Shareholder or any of its
         Affiliates.

         "Affiliate" will mean, with respect to any Person, any other Person
         other than the Company and its Subsidiaries, controlling, controlled by
         or under common control with such Person.

         "Agreement" will mean this Shareholders' Agreement, together with any
         exhibits and schedules attached hereto.

         "Appraiser" will have the meaning specified in Section 7(d).

         "Bankrupt Acceptance Notice" will have the meaning specified in Section
         8(a).
<PAGE>   5
         "Bankruptcy" will mean a situation in which a court has issued a
         decision ordering the bankruptcy of an Entity under applicable Law.

         "Bankruptcy Notice" will have the meaning specified in Section 8(a).

         "Bankrupt Shareholder" will have the meaning specified in Section 8(a).

         "Bonds" will have the meaning specified in Section 7(f).

         "Bring Along Buyer" will have the meaning specified in Section 7(d).

         "Bring Along Notice" will have the meaning specified in Section 7(d).

         "Bring Along Transaction" will have the meaning specified in Section
         7(d).

         "Bring Along Transaction Agreements" will have the meaning specified in
         Section 7(d).

         "Budget" will mean a 12-month operating budget showing figures on a
         monthly basis combined with projections for four additional years
         showing figures on an annual basis prepared and approved in accordance
         with Section 5(c), as amended, supplemented or replaced from time to
         time.

         "Business of the Company" will mean the businesses and activities
         specified in Section 2(b).

         "Business Day" will mean all days other than Saturday, Sunday or any
         day which is a bank or public holiday in the State of Colorado or the
         Republic of Poland.

         "Buy Notice" will have the meaning specified in Section 7(c).

         "Called Interest" will have the meaning specified in Section 7(d).

         "Call Exercise Price" will have the meaning specified in Section 7(d).

         "Call Notice" will have the meaning specified in Section 7(d).

         "Closing" will have the meaning specified in Section 3(b).

         "Company" will have the meaning specified in Recital A.

         "Constituent Documents" will mean the deed of formation, articles or
         certificate of incorporation, bylaws, managing body rules and
         regulations, partnership documentation or similar organizational
         documents of an Entity.

         "Deed" will mean the Deed of Formation of the Company, dated August 1,
         1997, as amended from time to time.

         "Designated Purchaser" will have the meaning specified in Section 7(c).

         "Determination Date" will have the meaning specified in Section 7(d).


                                        2
<PAGE>   6
         "Economic Interest" with respect to a Shareholder will have the meaning
         specified in Section 4(a).

         "EF" will have the meaning specified in Section 4(b).

         "Election Notice" will have the meaning specified in Section 3(b).

         "Elmedia" will have the meaning specified in the preamble of this
         Agreement.

         "Elmedia Appraiser" will have the meaning specified in Section 7(d).

         "Elmedia Assistance Agreement" will mean the consulting agreement dated
         the date hereof between Elmedia and the Company, as the same may be
         amended, modified and replaced from time to time.

         "Encumbrances" will have the meaning specified in Section 7(c).

         "Entity" will mean any Person other than an individual.

         "Escrow" will mean the escrow established pursuant to the Escrow
         Agreement, dated as of September 15, 1997, between Formus
         International, Inc. and Hogan & Hartson Sp. z o.o.

         "Equity Interest" will mean any share, stake, interest, participation,
         right or other equivalent, however designated, of an Entity, including
         any share, stake, interest, participation, right or other equivalent
         that confers on a Person the right to receive dividends or
         distributions from such Entity, and any warrant, option or other right
         to acquire any such share, stake, interest, participation, right or
         other equivalent, but excluding any Indebtedness convertible into or
         redeemable or exchangeable for any such share, stake, interest,
         participation, right or other equivalent.

         "Excess Funding" will have the meaning specified in Section 3(b).

         "Fair Market Value" will mean the price at which the subject being
         valued could be sold in an arm's length transaction to an unaffiliated
         bona fide third party purchaser.

         "Finance Director" will have the meaning specified in Section 5(b).

         "Foreign Interest Company" will have the meaning specified in Section
         4(b).

         "Formation Agreement" will have the meaning specified in Recital A.

         "Formus" will have the meaning specified in the preamble of this
         Agreement.

         "Indebtedness" will mean, with respect to any Person, any indebtedness
         of such Person, whether or not contingent, in respect of borrowed money
         or evidenced by bonds, notes, debentures or similar instruments or
         letters of credit, or reimbursement agreements in respect thereof, or
         lease obligations or the balance deferred and unpaid of the purchase
         price of any property, or guarantees (other than by endorsement of
         negotiable instruments for collection in the ordinary course of
         business), of all or any part of any such indebtedness.


                                        3
<PAGE>   7
         "Interests" will mean, with respect to any Party to this Agreement, any
         of its Equity Interests in the Company including its Shares, any of its
         rights or obligations with respect to such Equity Interests arising
         under this Agreement, any Indebtedness of the Company owed to it or any
         of its Affiliates, any of the rights or obligations with respect to
         such Indebtedness.

         "Law" or "Laws" will mean the laws, statutes, decrees, ordinances,
         codes, rules, regulations, orders and other instruments having the
         force of law in any designated jurisdiction.

         "LMDS" will mean a Local Multipoint Distribution System based on a high
         frequency wireless broadband telecommunication system.

         "Losses" will have the meaning specified in Section 10(r).

         "Management Board" will mean the management board of an Entity.

         "Managing Director" will mean any member of a Management Board.

         "MVDS" will mean a Multipoint Video Distribution System based on a high
         frequency wireless broadband telecommunication system.

         "Nonelecting Shareholder" will have the meaning specified in Section
         3(b).

         "Offered Interest" will have the meaning specified in Section 7(c).

         "Party" or "Parties" will have the meanings specified in the preamble
         of this Agreement.

         "Permitted Transfer" will have the meaning specified in Section 7(b).

         "Payor Shareholder" will have the meaning specified in Section 2(f).

         "Person" will mean any individual, partnership, association, joint
         stock company, limited liability company, joint venture, corporation,
         trust, unincorporated association or organization, or a government or
         agency or political subdivision thereof.

         "PLN" or "Polish zloty" or "zloty" will mean the lawful currency of the
         Republic of Poland.

         "Polish GAAP" will mean generally accepted accounting principles as
         applied in the Republic of Poland.

         "Polish Partner" and "Polish Partners" will have the meanings specified
         in the preamble of this Agreement.

         "Preference Distribution Amount" will have the meaning specified in
         Section 6(b).

         "Premium Amount" will have the meanings specified in Section 6(c).

         "Qualified Person" will mean any Person (a) that is reasonably
         acceptable to Formus, (b) whose ownership of Shares or any other
         Interests in the Company (provided required consents are obtained) is
         not reasonably likely, in Formus' opinion, to cause the Company or any
         of its Subsidiaries to be in violation or breach of, or be in default
         under, any material license,


                                        4
<PAGE>   8
         franchise, permit, indenture, agreement or other instrument and (c)
         that is not reasonably likely, in Formus' opinion, to be a competitor
         of Formus or any of its Affiliates.

         "Sale Notice" will have the meaning specified in Section 7(c).

         "Senior Managing Director" will mean a Managing Director designated as
         the Senior Managing Director of the Company by Formus in accordance
         with this Agreement.

         "Shareholder" will mean each of the holders of the Shares and their
         respective successors and permitted assigns.

         "Shareholders' Meeting" will mean any general meeting of shareholders
         of an Entity, whether annual, regular or extraordinary.

         "Shares" will mean the shares, nominal value of 50 zloty each, of the
         Company outstanding from time to time and as such shares may be
         converted, transformed, subdivided, combined, reclassified or otherwise
         changed from time to time.

         "Subsidiary" will mean, with respect to any Person, any partnership of
         which such Person is a general partner or of which such Person's
         Subsidiary is a general partner, or any other Entity of which, at the
         time any determination is being made, such Person has the power to vote
         directly or indirectly more than 50% of the shares, stakes or other
         Equity Interests of such Entity or otherwise control the management and
         affairs of such Entity (including by way of the power to veto) any
         material act or decision.

         "Supervisory Board" will mean the supervisory board of an Entity.

         "Supervisory Director" will mean any member of a Supervisory Board.

         "TA Restrictions" will have the meaning specified in Section 4(b).

         "Tax Liabilities" will have the meaning specified in Section 2(f).

         "TEF" will have the meaning specified in Section 4(a).

         "Telecommunications Act" will mean the Polish Telecommunications Act as
         of November 23, 1990 (Journal of Laws No. 117/1995, item 564), as
         amended, or any successor Republic of Poland Law to the Polish
         Telecommunications Act, and the rules and regulations promulgated
         thereunder.

         "Territory" will mean the Republic of Poland.

         "Third Appraiser" will have the meaning specified in Section 7(d).

         "Transfer" will have the meaning specified in Section 7(a).

         "US GAAP" will mean generally accepted accounting principles as applied
         in the United States of America.

         "US$" or "United States dollars" will mean the lawful currency of the
         United States of America.

                                        5
<PAGE>   9
         "Voting Interest" will have, with respect to a Shareholder, the meaning
         specified in Section 4(b).

         "V/V/D Services" will have the meaning specified in Section 2(b).

2.       Establishment; Purposes; Covenant Not to Compete; Other Matters.

         (a)      Establishment of the Company. On August 12, 1997, the Company
                  was registered in the Commercial Register kept by the District
                  Court for the City of Warsaw, Republic of Poland under number
                  RHB 51078 and presently has issued share capital of PLN 5,000,
                  represented by 100 Shares with a total nominal value of PLN
                  5,000.

         (b)      Purposes. The Company has the right to (i) pursue the business
                  of providing integrated voice, video and data services ("V/V/D
                  Services") in the Territory including the cities of Warsaw,
                  Lodz, Poznan, Gdynia, Gdansk, Krakow, Katowice, Wroclaw,
                  Bydgoszcz and Szczecin using the high frequency wireless
                  broadband technology known as LMDS and/or MVDS; (ii) obtain
                  appropriate licences and approvals for the ownership,
                  construction and operation of V/V/D Services, including data
                  transmission and Internet access services to business and
                  residential customers, multi-channel television services in
                  specified markets, and authorized voice telephony services in
                  the Territory; (iii) construct, own and operate an integrated
                  V/V/D Services business in the Territory; and (iv) pursue
                  other telecommunications businesses as approved by the
                  Supervisory Board of the Company.

         (c)      Covenant Not to Compete. During the term of this Agreement and
                  for one year thereafter, each Polish Partner shall be jointly
                  responsible with the other Polish Partners, unless Formus
                  otherwise consents in writing, that he, his Affiliates any of
                  his relatives, employees, consultants, agents and proxies and
                  any other Persons for which any Polish Partner is responsible
                  (including the employees, officers and directors of the
                  Company, for which any Polish Partner is responsible) will not
                  engage directly or indirectly (whether through his spouse,
                  children or stepchildren or any other relative) or as an
                  owner, partner, shareholder (other than a holder of less than
                  5% of the shares or other securities of a public company),
                  joint venturer, manager, investor, advisor, consultant or
                  otherwise), in the business of providing integrated V/V/D
                  Services using the high frequency wireless broadband
                  technology known as LMDS and/or MVDS and any related
                  businesses that could be in competition with the Business of
                  the Company in the Territory. If any court shall determine
                  that the duration or geographical limit of any restriction
                  contained in this Section 2(c) is unenforceable under
                  applicable Law, the restrictive covenant set forth in this
                  Section 2(c) will not thereby be terminated, but shall be
                  deemed amended to the minimum extent required to render it
                  valid and enforceable.

                  In addition, each Polish Partner shall be jointly responsible
                  with each other Polish Partner, unless Formus otherwise
                  consents in writing, that his Affiliates, any of his
                  relatives, employees, consultants, agents and proxies , and
                  any other persons for which the Polish Partner is responsible
                  (including the employees, officers and directors of the
                  Company, for which any Polish Partner is responsible) will
                  observe Polish Laws concerning unfair competition and
                  non-competition, including the following Polish Laws: the
                  Labor Code dated June 26,1884, the Law on Rendering Commercial
                  Activities dated December 23, 1988, the Commercial Code dated
                  June 27, 1934 and the Act on Combating Unfair Competition
                  dated April 16, 1993.


                                        6
<PAGE>   10
         (d)      Amendment of the Deed; Adoption of Rules and Regulations.
                  Concurrently with the entering into of this Agreement, the
                  Shareholders will enter into a notarial deed amending the
                  Deed, which notarial deed will be in form and substance
                  reasonably satisfactory to Formus and will effect to the
                  fullest extent permitted by applicable Law, as advised to
                  Formus by its legal counsel in Poland, the provisions of this
                  Agreement, including the provisions of Sections 6
                  (Distributions) and 7 (Transfer and Liquidity Rights). As
                  promptly as practicable following the entering into of this
                  Agreement, an extraordinary Shareholders' Meeting shall be
                  convened and each Shareholder shall vote or consent to action
                  with respect to its Shares to cause rules and regulations of
                  the Supervisory Board and rules and regulations of the
                  Management Board to be adopted, which rules and regulations
                  will be in form and substance reasonably satisfactory to
                  Formus and will effect to the fullest extent permitted by
                  applicable Law, as advised to Formus by its legal counsel in
                  Poland, the provisions of this Agreement, including the
                  provisions of Section 5 (Management).

         (e)      Compliance with Laws. The Parties will cause the Company to
                  comply in all material respects with will the United States
                  Foreign Corrupt Practices Act of 1977, as amended, and any
                  other applicable Law, and will not engage in any activity
                  related to the Company's business that would cause Formus
                  Communications, Inc. or any of its Affiliates or the Company
                  to be in violation of such Laws.

         (f)      Reimbursement Obligations. Each Shareholder (a "Payor
                  Shareholder") agrees to pay the other Shareholder on demand
                  within 30 Business Days after such demand from time to time an
                  amount equal to (i) the Economic Interest of the Payor
                  Shareholder times the aggregate amount of Tax Liabilities paid
                  by the Payor Shareholder and by the other Shareholder minus
                  (ii) the amount of the Tax Liabilities paid by the Payor
                  Shareholder. "Tax Liabilities" mean liabilities for unpaid
                  Polish taxes and social security payments owed by the Company
                  with respect to which the Shareholders of the Company become
                  liable by operation of Polish law in their capacity as
                  Shareholders of the Company. Notwithstanding the foregoing to
                  the contrary, a Payor Shareholder will not be liable to the
                  other Shareholder pursuant to this Section 2(f), if and to the
                  extent the Tax Liabilities in question arise from the other
                  Shareholder's action or omission, or the action or inaction of
                  its Affiliates. Any payments hereunder will be made in United
                  States dollars (or at Formus' option in Polish zloty).

3.       Funding.

         (a)      Initial Funding. The Company has issued to the Shareholders
                  and the Shareholders have taken Shares for Shareholder
                  contributions in the Company as follows:


<TABLE>
<CAPTION>
                                  Additional
                                   Capital
                   Nominal       Contribution          Total          Number
                    Value         Exceeding           Purchase          of
Shareholder        Funded       Nominal Value          Price          Shares
-----------         ------      -------------          -----          ------
<S>               <C>           <C>                  <C>              <C>
Formus            PLN2,450         PLN12,000         PLN 14,450         49

Elmedia           PLN2,550             --            PLN  2,550         51
</TABLE>


                                       7
<PAGE>   11
         (b)      Additional Funding.

                  (i)      Except as provided in Section 3(e)(iii), no
                           Shareholder or any of its Affiliates will be required
                           to contribute any funding in addition to the amounts
                           specified in Section 3(a). If Additional Funding is
                           required to meet the funding requirements specified
                           in an applicable Budget or to meet other specific
                           investment objectives approved by the Supervisory
                           Board, the Senior Managing Director by written notice
                           to the Shareholders may request such funding from the
                           Shareholders pursuant to a funding methodology
                           approved by the Supervisory Board of the Company
                           (e.g. share capital contributions, Indebtedness,
                           additional payments and other forms of payment) for
                           the Additional Funding in question, and the
                           Shareholders will have the right to participate in
                           the Additional Funding according to the following
                           rules:

                           (A)      Formus, directly or through any of its
                                    Affiliates, will have the right to fund the
                                    first US$15,000,000 of Additional Funding;
                                    and

                           (B)      after Formus, directly or through any of its
                                    Affiliates, has funded US$15,000,000 of
                                    Additional Funding to the Company as
                                    evidenced by a resolution by the Supervisory
                                    Board, each Shareholder, directly or through
                                    any of its Affiliates, will have the right
                                    to participate in any funding in excess of
                                    US$15,000,000 of Additional Funding ("Excess
                                    Funding") in proportion to its Economic
                                    Interest in the Company.

                  (ii)     A Shareholder may elect to participate in any
                           Additional Funding in which it is entitled to
                           participate by delivering a written notice (an
                           "Election Notice") to the Company and the other
                           Shareholder within 30 days after the delivery of the
                           Senior Managing Director's notice requesting such
                           funding or within such longer period as reasonably
                           determined by Formus. Such 30-day period may be
                           extended by Formus with or without notice to the
                           Company or Elmedia.

                  (iii)    With respect to any Additional Funding that
                           constitutes Excess Funding, if a Shareholder (a
                           "Nonelecting Shareholder") elects to participate in
                           less than all of its proportionate share of such
                           Excess Funding or fails to deliver an Election Notice
                           in accordance with Section 3(b)(ii), the other
                           Shareholder may elect to fund all or part of the
                           proportionate share of such Excess Funding of the
                           Nonelecting Shareholder and the Nonelecting
                           Shareholder will have its Economic Interest diluted
                           relative to the Economic Interest of the Shareholder
                           that has funded any portion of its share of such
                           Excess Funding as such Economic Interests are
                           calculated in accordance with Section 4(a)(ii) and
                           will have its Voting Interest diluted to the extent
                           then possible under Polish Law in accordance with
                           Section 4(b).

                  (iv)     The funding of any Additional Funding and adjustment
                           of the Economic Interests of the Shareholders (each
                           such funding and adjustment being hereinafter
                           referred to as a "Closing") will take place at such
                           time and place and in such manner as Formus may
                           reasonably determine. Each Shareholder will take, and
                           will instruct the Supervisory Directors and Managing
                           Directors of the Company nominated, elected or
                           appointed by it, and will vote or consent to



                                       8
<PAGE>   12
                           action with respect to its Shares, in each case, to
                           take, such actions as Formus deems reasonably
                           necessary or appropriate in order to effect each such
                           Closing.

                  (v)      If the funding methodology approved by the
                           Supervisory Board of the Company permits a
                           Shareholder to participate in Additional Funding
                           through one or more of its Affiliates, Formus will
                           have the right to approve or disapprove of any
                           Affiliate funding arrangements proposed by a
                           Shareholder. If Formus disapproves of any such
                           funding arrangement, the Shareholder who initially
                           presented such funding arrangement shall have 14 days
                           to present to Formus an alternative funding
                           arrangement for Formus' approval. If the funding
                           methodology approved by the Supervisory Board of the
                           Company provides for the issuance of Shares and
                           Indebtedness of the Company, Formus will have the
                           right to specify how the funding by the Shareholders
                           will be allocated between such issuance of Shares and
                           Indebtedness of the Company and such funding will be
                           completed as so specified by Formus.

         (c)      External Funding. Before any Excess Funding is requested from
                  the Shareholders or their Affiliates, each Shareholder will
                  instruct the Supervisory Directors of the Company nominated or
                  elected by it to cause the Company to use its reasonable
                  efforts to investigate available external sources of funding
                  (such as trade credit from vendors, Polish development funds
                  and other sources). Each Shareholder will take, and will
                  instruct the Supervisory Directors and Managing Directors of
                  the Company nominated, elected or appointed by it, and will
                  vote or consent to action with respect to its Shares, in each
                  case, to take, such actions reasonably required by Formus to
                  cause the Company to complete such external funding if Formus
                  shall have approved such external funding. The providers of
                  external sources of funding to the Company or any of its
                  Subsidiaries will not be offered or granted the benefit of any
                  guaranty from any Shareholder or any of its Affiliates, unless
                  the affected Shareholder or its Affiliates, as the case may
                  be, agrees otherwise.

         (d)      Additional Partners. Except as provided in this Section 3(d),
                  the issuance of Shares in the Company to any Person that will
                  thereby become a Shareholder will require the vote or consent
                  of the Shareholders in accordance with Section 13.6 of the
                  Deed. The Parties acknowledge that the Business of the Company
                  may be expanded by additional acquisitions and mergers or may
                  be consolidated with other businesses, which may require from
                  time to time acceptance of additional strategic or financial
                  partners. On one or more occasions, Formus may determine that
                  one or more additional strategic or financial partners are
                  required for such purposes or otherwise. In such event and
                  promptly after delivery by Formus to Elmedia of a notice
                  specifying the terms and conditions for admission of one or
                  more such partners, Elmedia will instruct the Supervisory
                  Directors and the Managing Directors of the Company nominated
                  by it to vote or consent to action, and, if necessary or
                  appropriate, Elmedia will vote or consent to action with
                  respect to its Shares, in each case, to cause whatever action
                  Formus reasonably requires in respect of such admission. In
                  connection therewith, none of the Polish Partners will
                  unreasonably withhold its vote or consent to amendments to be
                  made to this Agreement and the Constituent Documents of the
                  Company, as Formus deems reasonably necessary or appropriate
                  to effect the intents and purposes of this Section 3(d).
                  Notwithstanding anything under Section 4(a) to the contrary,
                  in no event will any dilution resulting from the admission of
                  one or more such partners be borne by the


                                       9
<PAGE>   13
                  Shareholders other than proportionally in accordance with
                  their relative Economic Interests in the Company or as
                  otherwise agreed by Formus and Elmedia.

         (e)      Credit for Costs.

                  (i)      Formus will submit for approval of the Supervisory
                           Board of the Company one or more schedules of costs
                           incurred by it and its Affiliates for the benefit of
                           the Company and its Subsidiaries, including expenses
                           incurred in completing marketing studies, Budgets,
                           licence application fees and other costs and
                           expenses. As promptly as practical after submission
                           of such schedules to the Supervisory Board of the
                           Company, it will consider such schedules for
                           approval. Promptly following the approval of any such
                           schedule, each Shareholder will instruct the
                           Supervisory Directors and Managing Directors of the
                           Company nominated, elected or appointed by it, and
                           will vote or consent to action with respect to its
                           Shares as Formus deems reasonably necessary or
                           appropriate, in each case, to cause the Company to
                           issue to Formus or any of its Affiliates it
                           designates Indebtedness of the Company in an amount
                           equal to the amount of the costs and expenses
                           approved. The amount of such Indebtedness, as the
                           case may be, issued to Formus or any of its
                           Affiliates will constitute Additional Funding by
                           Formus for purposes of Section 3(b)(i)(A).

                  (ii)     To the extent not otherwise included in any schedule
                           delivered by Formus pursuant to Section 3(e)(i), each
                           Shareholder will instruct the Supervisory Directors
                           and Managing Directors of the Company nominated,
                           elected or appointed by it, and will vote or consent
                           to action with respect to its Shares as Formus deems
                           reasonably necessary or appropriate, in each case, to
                           cause the Company to issue to Formus or any of its
                           Affiliates it designates additional Shares,
                           Indebtedness of the Company or some combination of
                           Shares and Indebtedness of the Company as Formus
                           deems reasonably appropriate in an amount equal to
                           the amount of all payments from the Escrow or
                           otherwise in respect of certain unpaid fees due in
                           connection with Telecommunications Licence No.
                           LR48/95 issued to Zeta Technology Poland Sp. z o.o.
                           The amount of such Shares and Indebtedness, as the
                           case may be, issued to Formus or any of its
                           Affiliates will constitute Additional Funding by
                           Formus for purposes of Section 3(b)(i)(A).

                  (iii)    If the approvals of the Supervisory Board have been
                           granted pursuant to Sections 3(e)(i) and 3(e)(ii),
                           promptly following the later of the date hereof and
                           the date on which Formus has been issued additional
                           Shares, Indebtedness of the Company or some
                           combination thereof in accordance with Sections
                           3(e)(i) and 3(e)(ii), Formus, directly or through an
                           Affiliate it designates, will pay to Elmedia or such
                           other Person designated by Elmedia and approved by
                           Formus, the amount of US$200,000 (or the equivalent
                           PLN funds at Formus' option) in consideration of
                           Elmedia's execution and delivery of this Agreement
                           and the efforts of the Polish Partners in bringing
                           this investment opportunity to Formus and the costs
                           and expenses incurred by them in respect thereof
                           through the date of this Agreement; and

                  (iv)     Any Indebtedness of the Company issued to either
                           Shareholder or any of its Affiliates pursuant to this
                           Agreement shall bear interest at an annual rate of
                           20%


                                       10
<PAGE>   14
                           (or such other lower rate as Formus approves),
                           compounded annually, and have such other terms and
                           features as Formus reasonably approves. All such
                           Indebtedness shall be repaid in full prior to the
                           Company's payment of dividends or making of other
                           distributions to the Shareholders with respect to
                           their Shares.

4.       Economic and Voting Interests.

         (a)      Economic Interest. The "Economic Interest" in the Company for
                  each Shareholder at any time will be determined as follows:

                  (i)      Until the funding of US$15,000,000 of Additional
                           Funding is completed and except as provided otherwise
                           in Section 3(d), the Economic Interest of Formus is
                           85% and the Economic Interest of Elmedia is 15%.

                  (ii)     At any time and from time to time from and after the
                           funding of US$15,000,000 of Additional Funding has
                           been completed and except as provided otherwise in
                           Section 3(d), including at such times immediately
                           following each funding (whether by share capital
                           contributions, Indebtedness, additional payments or
                           other forms of payment) that constitutes Excess
                           Funding, the Economic Interest for each Shareholder
                           will equal a fraction, expressed as a percentage,
                           determined as follows (provided that the Elmedia
                           Fraction, expressed as a percentage, will not be less
                           than 4.5%):

                           Formus Fraction = 1 - Elmedia Fraction

                           Elmedia Fraction = the greater of 45/1000 or
                           (US$2,050,000 + EF)/(US$15,000,000 + TEF)

                                            where:

                           "EF" means the aggregate amount of all Excess Funding
                           made by Elmedia and its Affiliates (including the
                           funding in question, if any); and

                           "TEF" means the aggregate amount of all Excess
                           Funding made by all the Shareholders and their
                           Affiliates (including the funding in question, if
                           any).

         (b)      Voting Interest; Adjustment of Voting Interests.

                  (i)      The "Voting Interest" in the Company for each
                           Shareholder at any time will be determined in
                           accordance with Polish Law by reference to the
                           nominal value of Shares owned by each Shareholder.

                  (ii)     Pursuant to the currently binding Telecommunications
                           Act, a company with foreign participation which is
                           formed and exists under Polish Law (a "Foreign
                           Interest Company") may obtain a license to render
                           certain telecommunications services, such as
                           integrated V/V/D Services using the high frequency
                           wireless broadband technology known as LMDS and/or
                           MVDS, in the territory of the Republic of Poland if
                           the following requirements are met: (A) the
                           shareholding of foreign entities in a Foreign
                           Interest Company's share capital does not exceed 49%;
                           (B) the Foreign Interest Company's Constituent
                           Documents stipulate that


                                       11
<PAGE>   15
                           the majority of the members of such company's
                           management board and supervisory board shall be
                           Polish citizens domiciled in Poland; and (C) the
                           Foreign Interest Company's Constituent Documents
                           stipulate that, at the meeting of shareholders, votes
                           of foreign entities and entities controlled by
                           foreign entities cannot exceed 49% of all votes (such
                           limitations and requirements being hereinafter
                           referred to as the "TA Restrictions"). Upon receipt
                           of a license under the Telecommunications Act, the
                           Company will be required to comply with the TA
                           Restrictions; however, it is expected that one or
                           more of the TA Restrictions will be liberalized.
                           Promptly after the liberalization of one or more of
                           the TA Restrictions from time to time, the
                           Shareholders will instruct the chairman of the
                           Supervisory Board of the Company to call a meeting of
                           the Supervisory Board of the Company to take whatever
                           action Formus reasonably deems necessary to implement
                           any such liberalization, and each Shareholder will
                           instruct the Managing Directors of the Company
                           nominated, elected or appointed by it to vote or
                           consent to action to cause the Management Board of
                           the Company to call an extraordinary Shareholders
                           Meeting of the Company to implement in respect of the
                           Company's Constituent Documents or otherwise any such
                           liberalization, as Formus reasonably deems necessary.
                           Elmedia will instruct the Supervisory Directors and
                           the Managing Directors of the Company nominated,
                           elected or appointed by it to vote or consent to
                           action and, if necessary or appropriate, Elmedia will
                           vote or consent to action with respect to its Shares,
                           in each case, to cause whatever action Formus
                           reasonably requires to be taken so that the
                           shareholdings of the Shareholders will be adjusted in
                           the manner required by Formus to the maximum extent
                           then permitted by one or more such liberalizations in
                           order that the Shares of the Company will be owned by
                           the Shareholders in the same proportions as the
                           Economic Interests in the Company of the
                           Shareholders.

5.       Management.

         (a)      Supervisory Board of the Company.

                  (i)      Composition. The Supervisory Board will consist of
                           five Supervisory Directors. Two Supervisory Directors
                           will be elected directly by Formus and the remaining
                           Supervisory Directors will be elected by the
                           Shareholders' Meeting of the Company. Two of the
                           Supervisory Directors of the Company elected by the
                           Shareholders Meeting will be nominated by Elmedia. In
                           respect of the Supervisory Directors to be elected by
                           the Shareholders' Meeting of the Company, Formus will
                           be entitled to nominate such number of individuals to
                           serve as Supervisory Directors in order that the
                           requirements of the last sentence of this Section
                           5(a)(i) are satisfied and Elmedia will vote or
                           consent to action with respect to its Shares to cause
                           such nominees to be elected to the Supervisory Board.
                           The Supervisory Directors will be elected annually.
                           None of the Supervisory Directors may be Managing
                           Directors or employees of the Company or its
                           Subsidiaries. Each Shareholder will vote or consent
                           to action with respect to its Shares to cause at
                           least 85% of the Supervisory Board to consist of
                           Supervisory Directors elected or nominated by Formus,
                           and, if the Economic Interest of Formus exceeds 85%,
                           each Shareholder will vote or consent to action with
                           respect to its Shares so that the composition of the


                                       12
<PAGE>   16
                           Supervisory Board reflects the proportionate Economic
                           Interests of the Shareholders.

                  (ii)     Chairman. The Supervisory Board will elect annually a
                           chairman, who will preside at all meetings of the
                           Supervisory Board, but who will have and perform no
                           other special duties. Unless otherwise approved by
                           Formus, the chairman will be chosen from among the
                           Supervisory Directors who are elected directly or
                           nominated by Formus.

                  (iii)    Term. The Supervisory Board will have an annual term.
                           Each Supervisory Director will hold his office until
                           the next annual Shareholders' Meeting to elect
                           Supervisory Directors and until his successor has
                           been duly elected and qualified, or until his earlier
                           death, resignation or removal.

                  (iv)     Vacancies. Whenever any vacancy has occurred in the
                           Supervisory Board as a result of death, resignation
                           or other action or inaction of a Supervisory
                           Director, such vacancy will be filled by the
                           Shareholder that elected directly or nominated the
                           Supervisory Director, as the case may be. If the
                           vacant Supervisory Director position being filled is
                           being filled by nomination, each Shareholder will
                           vote or consent to action with respect to its Shares
                           so that the Person so nominated is elected to the
                           Supervisory Board. The term of office of any Person
                           elected directly by Formus or elected by the
                           Shareholders' Meeting, as the case may be, to fill a
                           vacant Supervisory Director position will hold office
                           until the next annual Shareholders' Meeting to elect
                           Supervisory Directors and until his successor has
                           been duly elected and qualified, unless sooner
                           removed.

                  (v)      Removal. No Supervisory Director may be removed
                           without the consent of the Shareholder that elected
                           directly or nominated such Supervisory Director.
                           Formus may remove at any time any Supervisory
                           Director it has elected directly, and, if Formus
                           delivers a notice to Elmedia of Formus' desire to
                           remove from the Supervisory Board any Supervisory
                           Director nominated by Formus, the Shareholders will
                           promptly do all things necessary or appropriate as
                           Formus requests to remove such director and Elmedia
                           will vote or consent to action with respect to its
                           Shares in favor of such removal. If Elmedia delivers
                           a notice to Formus of Elmedia's desire to remove from
                           the Supervisory Board any Supervisory Director
                           nominated by Elmedia, the Shareholders will promptly
                           do all things necessary or appropriate as Elmedia
                           requests to remove such director and Formus will vote
                           or consent to action with respect to its Shares in
                           favor of such removal.

                  (vi)     Meetings; Notice. Regular Supervisory Board meetings
                           will be held at such times, intervals and at such
                           places as may be fixed by resolution of the
                           Supervisory Board. Until the Supervisory Board
                           determines that the interval between its regular
                           meetings should be changed, regular Supervisory Board
                           meetings will be held at least once every three
                           months at such times and at such places as may be
                           fixed by resolution of the Supervisory Board.
                           Extraordinary Supervisory Board meetings may be held
                           at any time upon the request of its chairman or any
                           two Supervisory Directors. Unless all of the
                           Supervisory Directors waive their right to such
                           notice, notice of Supervisory Board meetings will be
                           in writing and delivered by any of the methods
                           described in Section 10(p)


                                       13
<PAGE>   17
                           at least three days prior to any Supervisory Board
                           meeting. Supervisory Directors may participate in any
                           meeting of the Supervisory Board or any committee
                           thereof by conference telephone or other
                           communications equipment through which all Persons
                           participating in the meeting can hear each other, and
                           participation thereby will constitute presence in
                           person for purposes of Section 5(a)(vii). Supervisory
                           Directors will take all actions necessary to effect
                           any resolutions taken during a meeting of the
                           Supervisory Board or any committee thereof whereby
                           they participate by conference telephone or other
                           communications equipment, including the execution of
                           a written protocol memorializing the resolutions
                           taken during any such meeting.

                  (vii)    Quorum; Manner of Acting. A quorum for transacting
                           business will be present at any meeting of the
                           Supervisory Board if 60% of the Supervisory Directors
                           then in office are present in person. Any action
                           taken by the Supervisory Board will be approved or
                           disapproved at a meeting, at which a quorum is
                           present and acting throughout, in accordance with the
                           votes of a majority of 60% of the Supervisory
                           Directors, provided that such majority includes at
                           least one Supervisory Director elected directly or
                           nominated by Formus. Any action required or permitted
                           to be taken at any meeting of the Supervisory Board
                           or any committee thereof may be taken without a
                           meeting if the requisite number of Supervisory
                           Directors or committee members, as the case may be,
                           necessary to take such action, consent to such action
                           in writing.

                  (viii)   Duties. The duties of the Supervisory Board will be
                           the supervision of the conduct of management by the
                           Company's Management Board and the general course of
                           affairs of the Company. The duties and the rights of
                           the Supervisory Board will in particular include the
                           following:

                           (A)      approving and amending the Company's Budget;

                           (B)      advising the Shareholders' Meeting regarding
                                    any of the following matters:

                                    (1)      the Company's financial statements,
                                             balance sheet and profit and loss
                                             account;

                                    (2)      the acknowledgment of the
                                             fulfillment of the Supervisory and
                                             Management Boards' duties;

                                    (3)      the liquidation or dissolution of
                                             the Company;

                                    (4)      the increase of the capital of the
                                             Company, except that any increase
                                             on the basis of Section 11 of the
                                             Deed will not constitute an
                                             amendment to the Deed;

                                    (5)      amendments to the Constituent
                                             Documents of the Company that have
                                             been adopted by the Shareholders or
                                             the Shareholders' Meeting;


                                       14
<PAGE>   18
                                    (6)      claims to redress damage inflicted
                                             while forming the Company or
                                             managing it or supervising it;

                                    (7)      the sale and lease of all, or
                                             substantially all of, the assets of
                                             the Company and the grant of the
                                             right of usufruct or other
                                             encumbrance over such assets;

                                    (8)      the purchase or sale of the real
                                             estate by the Company;

                                    (9)      the appointment of the Company's
                                             auditors;

                                    (10)     the distribution of dividends and
                                             preference distributions;

                                    (11)     the issuance of bonds;

                                    (12)     the redemption of Shares; and

                                    (13)     any other proposal requested by the
                                             Shareholders' Meeting of the
                                             Company.

                           (C)      approving any borrowing by the Company or
                                    any of its Subsidiaries in excess of
                                    US$10,000 (or the equivalent amount in any
                                    other currency) other than those borrowings
                                    made pursuant to previously approved credit
                                    facilities or specifically identified in the
                                    Budget of the Company then in effect;

                           (D)      giving consent for the grant or creation by
                                    the Company or any of its Subsidiaries of
                                    mortgages, usufruct, assignments or other
                                    encumbrances on the assets of the Company or
                                    any of its Subsidiaries other than pursuant
                                    to previously approved credit facilities;

                           (E)      giving consent for the purchase by the
                                    Company or any of its Subsidiaries of any
                                    capital stock, obligations or securities of,
                                    or otherwise invest in, or make any capital
                                    contribution to any Entity, other than
                                    investments in cash deposits by the Company
                                    or any of its Subsidiaries with leading
                                    commercial banks;

                           (F)      giving consent for the purchase, assumption,
                                    guarantee or endorsement by the Company or
                                    any of its Subsidiaries, or other act by
                                    which the Company or any of its Subsidiaries
                                    becomes liable for, the indebtedness of any
                                    Person, other than pursuant to previously
                                    approved credit facilities and other than
                                    the endorsement by the Company or any of its
                                    Subsidiaries of negotiable instruments for
                                    deposit and collection in the ordinary
                                    course of business, or contingent
                                    liabilities incurred by the Company or any
                                    of its Subsidiaries in connection with the
                                    opening of documentary letters of credit in
                                    the ordinary course of business and cash
                                    deposits by the Company or any of its
                                    Subsidiaries with leading commercial banks;


                                       15
<PAGE>   19
                           (G)      giving consent for the formation by the
                                    Company or any of its Subsidiaries of any
                                    Subsidiary;

                           (H)      appointing and dismissing members of the
                                    Management Board, except as Section 5(b)(i)
                                    provides otherwise, and adopting and
                                    changing the level of compensation and
                                    benefits (including employee share options,
                                    bonuses, profit-sharing or other incentive
                                    schemes) for the Managing Directors and
                                    other employees;

                           (I)      giving consent for the incurrence by the
                                    Company or any of its Subsidiaries of any
                                    expenditure or related expenditures in
                                    excess of US$10,000 (or the equivalent
                                    amount in any other currency) by the Company
                                    and which is not otherwise specifically
                                    identified in the Budget of the Company then
                                    in effect;

                           (J)      giving consent for the lease by the Company
                                    or any of its Subsidiaries of any property
                                    or the renewal by the Company or any of its
                                    Subsidiaries of any lease that requires
                                    payment in excess of US$10,000 (or the
                                    equivalent amount in any other currency) and
                                    is not otherwise specifically identified in
                                    the Budget of the Company then in effect;

                           (K)      giving consent for the sale, lease,
                                    assignment, transfer or other disposal of
                                    the property and assets of the Company or
                                    any of its Subsidiaries, in any transaction
                                    or series of related transactions, for an
                                    aggregate consideration in excess of 5% of
                                    the consolidated assets of the Company and
                                    its Subsidiaries, other than in the ordinary
                                    course of business or as otherwise
                                    specifically identified in the Budget of the
                                    Company then in effect;

                           (L)      giving consent for the commencement by the
                                    Company or any of its Subsidiaries of any
                                    voluntary proceeding seeking relief under
                                    bankruptcy or similar law, or the suspension
                                    by the Company or any of its Subsidiaries of
                                    payments to its creditors; and

                           (M)      approving the entering into or amendment of
                                    any agreement or obligation of the Company
                                    or any of its Subsidiaries with or for the
                                    direct or indirect benefit of any
                                    Shareholder or any of its Affiliates,
                                    shareholders, officers or directors.

         (b)      Management Board of the Company.

                  (i)      Composition. The Management Board will consist of at
                           least one and no more than five Managing Directors.
                           The Senior Managing Director and the Managing
                           Director designated by Formus as the finance director
                           or other equivalent title (the "Finance Director")
                           will be appointed directly by Formus, and the
                           remaining Managing Directors will be appointed by the
                           Shareholders Meeting of the Company from candidates
                           recommended by the Supervisory Board of the Company
                           and one of them by Elmedia. Each Shareholder will
                           instruct each Supervisory Director that it has
                           nominated or elected to vote or consent to action so
                           that at least 85% of the Management Board consists of
                           Managing Directors


                                       16
<PAGE>   20
                           appointed or nominated by Formus, and, if the
                           Economic Interest of Formus exceeds 85%, each
                           Shareholder will instruct each Supervisory Director
                           that it has nominated or elected to vote or consent
                           to action so that the composition of the Management
                           Board reflects the proportionate Economic Interests
                           of the Shareholders. The appointment of a Managing
                           Director will not in itself create any contract
                           rights between the Company and the Person appointed.
                           Such contract rights, if any, will be established
                           under an employment or services agreement between the
                           Company and each of its Managing Directors.

                  (ii)     Senior Managing Director. The Senior Managing
                           Director will be the chief executive officer of the
                           Company. Subject to the supervision of the
                           Supervisory Board and the provisions of this
                           Agreement, the Constituent Documents of the Company
                           and applicable Law, the Senior Managing Director
                           will:

                           (A)      exercise general management and control of
                                    the Company's affairs and its business and
                                    general supervision of its Managing
                                    Directors, officers, agents and employees;

                           (B)      see that all orders and resolutions of the
                                    Shareholders' Meeting and the Supervisory
                                    Board are effected;

                           (C)      have the power to make declarations and sign
                                    in the name of the Company; and

                           (D)      do and perform such other duties as the
                                    Supervisory Board assigns from time to time.

                  (iii)    Finance Director. The Finance Director will be the
                           chief financial officer of the Company. Subject to
                           the supervision of the Senior Managing Director and
                           the Supervisory Board and the provisions of this
                           Agreement, the Constituent Documents of the Company
                           and applicable Law, the Finance Director will:

                           (A)      exercise the care and custody of all the
                                    Company's funds, securities, evidences of
                                    indebtedness and other personal property and
                                    deposit the same in accordance with the
                                    instructions of the Supervisory Board;

                           (B)      receive and give receipts for moneys paid in
                                    on account of the Company, and pay out with
                                    funds on hand all bills, payrolls and other
                                    just debts of the Company of whatever nature
                                    upon maturity;

                           (C)      be the principal accounting officer of the
                                    Company and as such maintain the methods and
                                    systems of accounting prescribed by Formus
                                    to be followed, keep complete books and
                                    records of account, prepare and file all tax
                                    returns, prescribe and maintain an adequate
                                    system of internal audits and prepare on a
                                    monthly basis and furnish to the Senior
                                    Managing Director and the Supervisory Board
                                    a statement of accounts showing the
                                    financial position of the Company and the
                                    results of its operations; and


                                       17
<PAGE>   21
                           (D)      do and perform such other duties as the
                                    Senior Managing Director or the Supervisory
                                    Board assigns from time to time.

                  (iv)     Other Managing Directors. Subject to the supervision
                           of the Senior Managing Director and the Supervisory
                           Board and the provisions of this Agreement, the
                           Constituent Documents of the Company and applicable
                           Law, each Managing Director other than the Senior
                           Managing Director will have the power to make
                           declarations and sign in the name of the Company with
                           the Senior Managing Director, but not otherwise, and
                           will do and perform such duties as the Senior
                           Managing Director on the Supervisory Board assigns
                           from time to time. Subject to approval of the
                           Supervisory Board, the Senior Managing Director may
                           set an amount up to which each Managing Director may
                           act with authority on behalf of the Company

                  (v)      Deputy Directors. In addition, the Supervisory Board
                           or the Senior Managing Director may appoint such
                           deputy, assistant and other subordinate directors, as
                           the Supervisory Board or the Senior Managing Director
                           shall deem necessary or appropriate. Such deputy,
                           assistant and other subordinate directors shall not
                           be members of the Management Board.

                  (vi)     Vacancies. Whenever any vacancy has occurred in the
                           Management Board as a result of death, resignation or
                           other action or inaction of a Managing Director, such
                           vacancy will be filled, in the case of the Senior
                           Managing Director and the Finance Director by Formus,
                           and in all other cases by the Supervisory Board from
                           among the candidates recommended by the Senior
                           Managing Director or otherwise. If the vacant
                           Managing Director position being filled is being
                           filled by the Supervisory Board, each Shareholder
                           will instruct each Supervisory Director that it has
                           nominated or elected to vote so that upon filling the
                           vacancy the requirements of Section 5(b)(i) are met.

                  (vii)    Removal. The Senior Managing Director and the Finance
                           Director may be removed at any time by Formus by
                           notice to the affected Managing Director and the
                           Company, and if Formus delivers a notice to Elmedia
                           of Formus' desire to remove any Managing Director
                           appointed by the Supervisory Board, each Shareholder
                           will instruct each Supervisory Director that it has
                           nominated or elected to vote or consent to action to
                           remove such Managing Director. The removal of a
                           Managing Director will not in itself prejudice any
                           contract rights between the Company and the Person
                           removed.

         (c)      Budgets; Financial Reporting.

                  (i)      The Shareholders approve the Budget attached as
                           Exhibit 5.3(c) for the periods reflect in it. Each
                           Shareholder will instruct the Supervisory Directors
                           elected or nominated by it to procure that the Senior
                           Managing Director and the Finance Director prepare
                           and revise every three months a revised Budget for
                           approval by the Supervisory Board of the Company. The
                           Company will conduct its business in accordance with
                           the Budget approved hereby or the most recent revised
                           Budget approved by the Supervisory Board, as the case
                           may be, in each case for the periods reflected in the
                           applicable Budget.


                                       18
<PAGE>   22
                  (ii)     Each Shareholder will instruct the Supervisory
                           Directors elected or nominated by it to vote or
                           consent to action and vote or consent to action with
                           respect to its Shares, in each case, to cause the
                           Company to maintain one set of financial accounts
                           according to Polish GAAP and one according to US
                           GAAP. Unless Formus approves any longer period, each
                           Shareholder will instruct the Supervisory Directors
                           elected or nominated by it to vote or consent to
                           action and vote or consent to action with respect to
                           its Shares, in each case, to cause the Company to
                           deliver to each Shareholder as soon as they become
                           available, but in no event later than:

                           (A)      60 days after the end of each financial year
                                    of the Company, its audited financial
                                    statements for such year;

                           (B)      30 days after the end of each quarter during
                                    each of its financial years, its unaudited
                                    financial statements for such quarter; and

                           (C)      10 days after the end of each month during
                                    each of its financial years, its unaudited
                                    financial statements for such month.

                  (iii)    The Company will bear all costs and expenses
                           associated with the performance of its obligations
                           and those of its directors, officers, employees,
                           agents and independent contractors under this Section
                           5(c).

         (d)      Certain References. For avoidance of doubt, references in
                  Sections 5(a), (b) and (c) to the Shareholders' Meeting, the
                  Supervisory Board, Supervisory Directors, the Management Board
                  and Managing Directors, unless otherwise specified or the
                  context suggests otherwise, are to the Shareholders' Meeting,
                  the Supervisory Board, Supervisory Directors, the Management
                  Board and Managing Directors of the Company.

6.       Distributions. For purposes of Sections 20 and 23 of the Deed and
         notwithstanding anything to the contrary therein, each Shareholder will
         instruct each Supervisory Director that it has nominated or elected to
         vote or consent to action, and vote or consent to action with respect
         to its Shares, in each case, to cause the profit of the Company, after
         paying taxes and fulfilling other obligations (including Indebtedness
         of the Company to its Shareholders and their Affiliates), to be
         distributed according to the following rules. Each Shareholder hereby
         agrees that it will waive any right such Shareholder may have to
         require the distribution of profit of the Company to be distributed in
         way other than according to the following rules at the time such
         distribution is to be made. Before any distribution is made to the
         Shareholders on account of their Shares, the Company shall discharge in
         full all Indebtedness of the Company owing to any Shareholder or its
         Affiliates.

         (a)      First One Percent of Nonliquidating Distributions. With
                  respect to the first one percent of each distribution made
                  pursuant to Section 20 of the Deed, each Shareholder will be
                  entitled to an amount of such distribution determined for each
                  Shareholder as of the date of the distribution equal to the
                  nominal value of the Shares owned by such Shareholder divided
                  by the total nominal value of the Shares owned by all
                  Shareholders.

         (b)      Remaining Nonliquidating Distributions. The amount of each
                  distribution made pursuant to Section 20 of the Deed that
                  remains after distribution of the amounts


                                       19
<PAGE>   23
                  specified in Section 6(a) will be apportioned among the
                  Shareholders in the following order of priority:

                  (i)      First, to each Shareholder to whom a Premium Amount
                           is attributable as of the date of the distribution,
                           in an amount (the "Preference Distribution Amount")
                           equal to the sum of (A) the Premium Amount
                           attributable to such Shareholder as of the date of
                           the distribution plus (B) an annual return on the
                           actual amounts contributed by such Shareholder to the
                           capital of the Company in excess of the nominal value
                           of the Shares owned by the Shareholder at an annual
                           rate of 20%, compounded annually, from the date of
                           each such excess contribution to the date of the
                           distribution. Distributions pursuant to this Section
                           6(b)(i) will be made among the Shareholders in
                           proportion to the relative Preference Distribution
                           Amounts attributable to each Shareholder, determined
                           as of the date of the distribution; and

                  (ii)     The balance, to the Shareholders in proportion to the
                           relative Economic Interest attributable to each
                           Shareholder, determined as of the date of the
                           distribution.

         (c)      Definitions of Premium Amount.

                  (i)      For purposes hereof and with respect to Elmedia, the
                           "Premium Amount" as of any date will equal all
                           contributions for Shares actually made in the Company
                           by Elmedia exceeding the nominal value of the Shares
                           taken by Elmedia in respect of such contributions as
                           of such date minus the aggregate amount of all
                           distributions made to Elmedia prior to such date
                           pursuant to Section 6(a) or Section 6(b)(i).

                  (ii)     For purposes hereof and with respect to Formus, the
                           "Premium Amount" as of any date will equal all
                           contributions for Shares actually made in the Company
                           by Formus exceeding the nominal value of the Shares
                           taken by Formus in respect of such contributions as
                           of such date minus the aggregate amount of all
                           distributions made to Formus prior to such date
                           pursuant to Section 6(a) or Section 6(b)(i).

         (d)      Liquidating Distributions. With respect to any liquidating
                  distribution made pursuant to Section 23 of the Deed and
                  notwithstanding anything to the contrary therein, each
                  Shareholder will instruct each Supervisory Director that it
                  has nominated or elected to vote or consent to action, and
                  will vote or consent to action with respect to its Shares, in
                  each case, to cause any such liquidating distributions to be
                  made in the order of priority specified in Section 6(b).

         (e)      Exchange Rates. For purposes of this Agreement, each
                  contribution or funding that is made other than in United
                  States dollars will be converted to a United States dollar
                  amount at the US$-PLN exchange rate on the date such
                  contribution or funding is made reported in The Wall Street
                  Journal (Western Edition). If, for any reason, such rate
                  cannot be determined by reference to The Wall Street Journal
                  (Western Edition), or The Wall Street Journal (Western
                  Edition) ceases to be available, Formus will determine the
                  US$-PLN exchange rate using the midpoint of interbank bid and
                  asked quotations advised to it by one major bank selected by
                  Formus after consultation with the Company.


                                       20
<PAGE>   24
         (f)      Example. For example, assuming Elmedia has contributed the
                  nominal value of PLN2,550 and Formus has contributed the
                  nominal value of PLN2,450 and the additional contribution of
                  PLN12,000 and no other funding has been completed, if the
                  Company were making a distribution of PLN50,000 pursuant to
                  Section 20 of the Deed one year after such contributions,
                  Elmedia and Formus would receive the following amounts by
                  virtue of Sections 6(a) and (b):

<TABLE>
<CAPTION>
                              Elmedia            Formus             Total
                              -------            ------             -----
                                            (amounts in PLN)
<S>                           <C>                <C>               <C>
6(a)                             255                245               500
6(b)(i)                            0             14,400            14,400
6(b)(ii)                       5,265             29,835            35,100
                               -----             ------            ------

                               5,520             44,480            50,000
                               -----             ------            ------
</TABLE>

7.       Transfer and Liquidity Rights.

         (a)      General Restriction. Except as otherwise provided herein and
                  at all times during the term of this Agreement, no Party will,
                  directly or indirectly, sell, assign, pledge, hypothecate,
                  grant any rights of usufruct or otherwise encumber, transfer
                  or dispose of ("Transfer") all or any portion of its Shares or
                  other Interests in the Company. For -------- purposes of this
                  Agreement, any direct or indirect Transfer of any Equity
                  Interest in Elmedia (or any Equity Interest in any Entity
                  through which any Polish Partner owns any Shares or other
                  Interests in the Company) will be deemed to be a Transfer of a
                  corresponding portion of Elmedia's Shares and other Interests
                  in the Company.

         (b)      Permitted Transfers. Each of the following will be deemed a
                  "Permitted Transfer" and not subject to the restrictions on
                  Transfer specified in Section 7(a):

                  (i)      the Transfer by Elmedia of all of its Shares and its
                           other Interests in the Company to an Entity that is
                           and remains organized and existing under Polish Laws
                           wholly owned by Elmedia, if:

                           (A)      in the reasonable judgment of Formus, the
                                    proposed transferee has the capacity,
                                    financial or otherwise, to meet its
                                    obligations hereunder; and

                           (B)      the proposed transferee has executed and
                                    delivered an instrument reasonably
                                    satisfactory to Formus pursuant to which the
                                    proposed transferee has agreed to become a
                                    Party and to assume, perform and discharge
                                    all the obligations and liabilities of the
                                    transferring Party under this Agreement; and

                  (ii)     any Transfer by Formus of all or any portion of its
                           Shares or its other Interests in the Company.

                  (iii)    For purposes of this Agreement, references to an
                           Entity being "wholly owned" by another Person will
                           mean that (A) all voting and other consensual rights
                           with respect to such Entity may be exercised by the
                           other Person and (B) the other Person is solely
                           entitled, legally and beneficially, to all dividends,
                           distributions to shareholders and other economic
                           rights that under applicable Law accrue to


                                       21
<PAGE>   25
                           the holders of all Equity Interests or Indebtedness
                           in such Entity, including the rights to proceeds
                           realized upon disposition of such Equity Interests or
                           Indebtedness.

         (c)      Right of First Refusal.

                  (i)      After three years from the date hereof and if the
                           Transfer in question is not a Permitted Transfer,
                           Elmedia may Transfer all or any portion of its Shares
                           and other Interests in the Company (the "Offered
                           Interest") if it follows the procedures set forth in
                           this Section 7(c). If the Transfer in question is a
                           Permitted Transfer, Elmedia shall follow the
                           procedures set forth in Section 7(b). If at any time
                           after three years from the date hereof, Elmedia
                           determines to Transfer, other than by way of a
                           Permitted Transfer, all or any portion of the Offered
                           Interest in a bona fide transaction to any Person
                           (other than Formus or any of its Affiliates), Elmedia
                           will first make a written offer to sell the Offered
                           Interest to Formus by delivering to Formus a written
                           notice of its offer to sell the Offered Interest (the
                           "Sale Notice"), which offer will be on the same terms
                           and conditions as those on which Elmedia proposes to
                           Transfer the Offered Interest in such bona fide
                           transaction. Elmedia will identify in the Sale Notice
                           the Person it proposes to Transfer the Offered
                           Interest to in the bona fide transaction. If the
                           Person to whom Elmedia proposes to Transfer the
                           Offered Interests is an Entity, the Sale Notice will
                           identify all of the direct and indirect owners of
                           such Entity. A transaction shall not be a bona fide
                           transaction if its terms provide for consideration
                           other than cash or cash plus deferred payments of
                           cash.

                  (ii)     Formus will have the right for a 60-day period after
                           receipt of the Sale Notice to negotiate with Elmedia
                           for the purchase of all, but not less than all, the
                           Offered Interest from Elmedia on such terms and
                           conditions as Elmedia and Formus may agree. If
                           agreement is reached within such 60-day period, the
                           Offered Interest will be sold to Formus (or one or
                           more other Persons designated by Formus, each
                           hereinafter referred to as a "Designated Purchaser")
                           on the terms and conditions agreed. If no agreement
                           is reached within such 60-day period, Formus will
                           have the right for 30 days after such 60-day period
                           ends to elect to purchase all, but not less than all,
                           of the Offered Interest from Elmedia on the terms and
                           conditions specified in the Sale Notice by delivering
                           to Elmedia written notice of its election (the "Buy
                           Notice"). If Formus delivers a Buy Notice to Elmedia
                           within such 30-day period, the Offered Interest will
                           be sold to Formus (or one or more Designated
                           Purchasers) against payment to Elmedia of the
                           purchase price specified in the Sale Notice as
                           promptly as practicable after delivery of the Buy
                           Notice (subject to delays reasonably beyond the
                           control of Formus and Elmedia in obtaining
                           governmental consents and approvals and the consent
                           and approvals of any other Person). In connection
                           with such sale, each of Elmedia and Formus will, and
                           will cause their respective Affiliates to, execute
                           and deliver such instruments of conveyance,
                           assignment and transfer, and will take such actions
                           as either Elmedia or Formus may reasonably request to
                           effect such sale, free and clear of all liens,
                           encumbrances, restrictions and claims of every kind
                           ("Encumbrances").


                                       22
<PAGE>   26
                  (iii)    If Formus and Elmedia do not reach agreement as to
                           the sale of the Offered Interest within the 60-day
                           period specified in Section 7(c)(ii) and Formus has
                           not delivered a Buy Notice to Elmedia within the
                           30-day period specified in such Section, Elmedia may
                           Transfer all, but not less than all, of the Offered
                           Interest to the Person identified in the Sale Notice
                           on the conditions that:

                           (A)      the proposed transferee is a Qualified
                                    Person;

                           (B)      such Transfer is at a price and on other
                                    terms and conditions no less favorable than
                                    the most favorable price and other terms and
                                    conditions offered by Elmedia to Formus;

                           (C)      such Transfer closes within 45 days after
                                    the expiration of the 30-day period
                                    specified in Section 7(c)(ii);

                           (D)      in the reasonable judgment of Formus, the
                                    proposed transferee has the capacity,
                                    financial or otherwise, to meet its
                                    obligations hereunder; and

                           (E)      the proposed transferee executes and
                                    delivers an instrument reasonably
                                    satisfactory to Formus pursuant to which the
                                    proposed transferee agrees to become a Party
                                    and to assume, perform and discharge all the
                                    obligations and liabilities of Elmedia under
                                    this Agreement.

         (d)      Call Option.

                  (i)      At any time either (x) after five years from the date
                           hereof or (y) after the occurrence of any breach by
                           any of the Polish Partners of (or in the event any
                           third party alleges facts that, if true, would mean
                           any of the Polish Partners has breached) any of their
                           representations, warranties or covenants under this
                           Agreement and within two years after Formus has
                           actual knowledge of such breach or alleged facts,
                           Formus may deliver a notice (the "Call Notice") to
                           Elmedia stating the intention of Formus to purchase
                           (or to cause one or more Designated Purchasers to
                           purchase) all, but not less than all, Elmedia's
                           Interests in the Company (the "Called Interest") at a
                           purchase price (the "Call Exercise Price") equal to:

                           (A)      the price agreed by Formus and Elmedia
                                    within 30 days after the delivery of the
                                    Call Notice; or

                           (B)      if Formus and Elmedia fail to so agree
                                    within such 30-day period, the price will
                                    equal the Fair Market Value of Elmedia's
                                    Interests determined in accordance with
                                    Section 7(d)(ii).

                  (ii)     The Fair Market Value of Elmedia's Interests will be
                           determined as of the date on which the Call Notice
                           was delivered to Elmedia (the "Determination Date")
                           by an independent, internationally recognized
                           investment banking firm appointed by Formus (the
                           "Appraiser"); provided that the Appraiser will not
                           have provided services to Formus and its Affiliates
                           for which such appraiser was paid an aggregate amount
                           exceeding US$100,000 within the year prior to the
                           date of its appointment hereunder. The Company shall
                           bear all of the costs and expenses of


                                       23
<PAGE>   27
                           the Appraiser, which costs and expenses will be
                           treated as a liability of the Company for purposes of
                           the determinations to be made according to this
                           Section 7(d)(ii). Elmedia will afford the Appraiser
                           and its representatives full access during normal
                           business hours to the properties, books and records
                           of Elmedia and cause the directors and employees of
                           Elmedia to furnish such other information as the
                           Appraiser and its representatives from time to time
                           reasonably request. In addition, each Shareholder
                           will cause the Company to afford the Appraiser and
                           its representatives full access during normal
                           business hours to the properties, books and records
                           of the Company and its Subsidiaries and cause the
                           Managing Directors of the Company and its
                           Subsidiaries to furnish such other information as the
                           Appraiser and its representatives from time to time
                           reasonably request. The Appraiser will submit its
                           written determination of the Fair Market Value of
                           Elmedia's Interests to Elmedia and Formus within 30
                           days after the date it is retained. If Elmedia
                           disputes the Appraiser's determination of the Fair
                           Market Value of Elmedia's Interests, Elmedia may hire
                           its own independent appraiser (the "Elmedia
                           Appraiser"); provided that the Elmedia Appraiser will
                           not have provided services to Elmedia and its
                           Affiliates for which such appraiser was paid an
                           aggregate amount exceeding US$100,000 within the year
                           prior to the date of its appointment hereunder.
                           Elmedia shall bear all the costs and expenses of the
                           Elmedia Appraiser. The Elmedia Appraiser will submit
                           its written determination of the Fair Market Value of
                           Elmedia's Interests as of the Determination Date to
                           Elmedia and Formus within 30 days after the date it
                           is retained. If the higher determination of the
                           Appraiser and the Elmedia Appraiser is not greater
                           than 110% of the lower determination, the Fair Market
                           Value of Elmedia's Interests will be the average of
                           such determinations. If the higher determination is
                           greater than 110% of the lower determination, then
                           the Appraiser and the Elmedia Appraiser will jointly
                           select, within 15 days after the date on which Formus
                           informs them of such difference, a third Appraiser to
                           be retained by Formus and Elmedia (the "Third
                           Appraiser"). The Third Appraiser will deliver its
                           written determination of the Fair Market Value of
                           Elmedia's Interests as of the Determination Date
                           within 30-days after the date it is retained, and the
                           Fair Market Value of Elmedia's Interests will be the
                           average of the two closest determinations or, if
                           there are not two closest determinations, the average
                           of all three determinations. The fees and expenses of
                           the Third Appraiser will be shared equally by the
                           Shareholders. If Elmedia breaches any of its
                           covenants under this Section 7(d)(ii), the Fair
                           Market Value of Elmedia's Interests as of the
                           Determination Date will be established by the
                           determination of the Appraiser and the fees and
                           expenses of the Appraiser retained will be borne
                           solely by Elmedia.

                  (iii)    Within 10 days after the Call Exercise Price is
                           established, Formus may withdraw its Call Notice by
                           delivering a notice of withdrawal to Elmedia. If
                           Formus does not withdraw its Call Notice within such
                           10-day period, Elmedia will sell, and cause its
                           Affiliates to sell, the Called Interest to Formus (or
                           one or more Designated Purchasers), free and clear of
                           all Encumbrances, against payment to Elmedia of the
                           Call Exercise Price as promptly as practicable after
                           the expiration of such 10-day period (subject to
                           delays reasonably beyond the control of Formus and
                           Elmedia in obtaining governmental consents and
                           approvals and the consent and approvals of any other
                           Person). In connection with such sale, each of
                           Elmedia and Formus will, and will cause their
                           respective


                                       24
<PAGE>   28
                           Affiliates to, execute and deliver such instruments
                           of conveyance, assignment and transfer, and will take
                           such actions as either Elmedia or Formus may
                           reasonably request to effect such sale.

                  (iv)     (A)      If Formus withdraws its Call Notice, it will
                                    have the right, which it may exercise at any
                                    time and from time to time thereafter,
                                    either (x) to deliver another Call Notice
                                    pursuant to Section 7(d)(i) or (y) to
                                    deliver a notice (the "Bring Along Notice")
                                    pursuant to this Section 7(d)(iv)(A) to
                                    Elmedia stating Formus' intention to cause
                                    the Company to be sold to a Person or
                                    Persons, other than to Formus or an
                                    Affiliate of Formus (such Person or Persons,
                                    individually or collectively, referred to as
                                    the "Bring Along Buyer"), in a transaction
                                    or series of transactions (the "Bring Along
                                    Transaction"), structured in any manner
                                    (including, for example, as a sale by the
                                    Shareholders of all of their Interests, as a
                                    sale of the assets of the Company, or as a
                                    merger of the Company with or into another
                                    Entity) reasonably acceptable to Formus,
                                    effecting the sale of all, but not less than
                                    all, the Interests.

                           (B)      On delivery of the Bring Along Notice to
                                    Elmedia, Elmedia, in such manner and at such
                                    times as Formus reasonably requests, will
                                    take, and will instruct the Supervisory
                                    Directors and Managing Directors of the
                                    Company nominated, elected or appointed by
                                    it, will vote or consent to action with
                                    respect to its Shares, and will cause its
                                    Affiliates, in each case, to take, such
                                    actions as are required to complete a Bring
                                    Along Transaction in accordance with the
                                    terms and conditions of a definitive
                                    agreement or agreements pursuant to which
                                    such Bring Along Transaction is to be
                                    completed (the "Bring Along Transaction
                                    Agreements"). Without limiting the
                                    generality of the foregoing, if reasonably
                                    requested by Formus, Elmedia will, and will
                                    cause each of its Affiliates to, Transfer
                                    all of Elmedia's Interests to the Bring
                                    Along Buyer.

                           (C)      In consideration of the performance of its
                                    obligations under this Section 7(d)(iv) and
                                    in connection with the completion of a Bring
                                    Along Transaction pursuant to this Section
                                    7(d)(iv), Elmedia will be paid on completion
                                    of such Bring Along Transaction a zloty
                                    amount in cash (or, at Formus' option, the
                                    equivalent amount in any other currency)
                                    equal to the lesser of (x) the Fair Market
                                    Value of its Interests, if determined, as
                                    most recently determined pursuant to Section
                                    7(d)(ii) and (y) the amount that would be
                                    distributed to Elmedia if in connection with
                                    the Bring Along Transaction the Company were
                                    liquidated and the total consideration being
                                    paid for the Shares and other Interests of
                                    the Shareholders was distributed to the
                                    Shareholders pursuant to Section 6(d).
                                    Notwithstanding the foregoing to the
                                    contrary, if any such consideration will be
                                    deferred pursuant to the Bring Along
                                    Transaction Agreements, the Bring Along
                                    Buyer or Formus, as the case may be, will
                                    have the right to defer payment of part of
                                    the amount to be paid Elmedia hereunder.


                                       25
<PAGE>   29
                           (D)      For purposes of Section 7(d)(iv)(C)(y) and
                                    7(d)(v)(B), if the terms and conditions of
                                    the Bring Along Transaction Agreements
                                    provide for consideration other than cash or
                                    cash plus deferred payments of cash, Elmedia
                                    will be paid the cash equivalent of
                                    Elmedia's share of such other consideration.
                                    Elmedia and Formus shall attempt to agree on
                                    a cash equivalent amount of such other
                                    consideration. If they cannot agree on such
                                    cash equivalent amount prior to completion
                                    of the Bring Along Transaction, (x) the
                                    payment of any such consideration to Elmedia
                                    will be deferred until 10 days after the
                                    cash equivalent amount shall be determined
                                    by the Appraiser selected in the manner
                                    described in Section 7(d)(ii); (y) the
                                    Appraiser will be retained promptly
                                    following completion of the Bring Along
                                    Transaction; and (z) the Appraiser will
                                    submit its written determination of the cash
                                    equivalent amount within 30 days after the
                                    date it is retained. For purposes of this
                                    Section 7(d)(iv)(D), the fees and expense of
                                    the Appraiser shall be paid by the Company.

                  (v)      (A)      Notwithstanding any thing in the foregoing
                                    to the contrary, Formus will have the right,
                                    which it may exercise at any time and from
                                    time to time, to deliver a Bring Along
                                    Notice to Elmedia pursuant to this Section
                                    7(d)(v)(A) stating Formus' intention to
                                    cause the Company to be sold to a Bring
                                    Along Buyer in a Bring Along Transaction
                                    structured in any manner (including, for
                                    example, as a sale by the Shareholders of
                                    all of their Interests, as a sale of the
                                    assets of the Company, or as a merger of the
                                    Company with or into another Entity)
                                    reasonably acceptable to Formus, effecting
                                    the sale of all, but not less than all, the
                                    Interests. On delivery of the Bring Along
                                    Notice to Elmedia, Elmedia, in such manner
                                    and at such times as Formus reasonably
                                    requests, will take such actions as are
                                    described in Section 7(d)(iv)(B).

                           (B)      In consideration of the performance of its
                                    obligations under this Section 7(d)(v) and
                                    in connection with the completion of a Bring
                                    Along Transaction pursuant to this Section
                                    7(d)(v), Elmedia will be paid on completion
                                    of such Bring Along Transaction a zloty
                                    amount in cash (or, at Formus' option, the
                                    equivalent amount in any other currency)
                                    equal to the amount that would be
                                    distributed to Elmedia if in connection with
                                    such Bring Along Transaction the Company
                                    were liquidated and the total consideration
                                    being paid for the Shares and other
                                    Interests of the Shareholders was
                                    distributed to the Shareholders pursuant to
                                    Section 6(d). Notwithstanding the foregoing
                                    to the contrary, if any such consideration
                                    will be deferred pursuant to the Bring Along
                                    Transaction Agreements, the Bring Along
                                    Buyer or Formus, as the case may be, will
                                    have the right to defer payment of part of
                                    the amount to be paid Elmedia hereunder.

         (e)      No Change of Domicile. Each of Messrs. Dembski, Chrostowski
                  and STRAWINSKI will at all times maintain his Polish
                  citizenship and domicile. Elmedia will at all times maintain
                  its corporate existence as a company organized and existing
                  under the Laws of the Republic of Poland and will at all times
                  maintain 100% of its shareholders being Polish citizens or
                  entities.


                                       26
<PAGE>   30
8.       Disposition of Interests of a Bankrupt or Dissolved Shareholder.

         (a)      Bankruptcy or Dissolution of Elmedia.

                  (i)      Upon the dissolution or Bankruptcy of Elmedia (the
                           "Bankrupt Shareholder"), the Bankrupt Shareholder
                           will have only the rights with respect to its Shares
                           and other Interests provided in this Section 8. Upon
                           the dissolution or Bankruptcy of the Bankrupt
                           Shareholder:

                           (A)      the Bankrupt Shareholder will be permitted
                                    to Transfer any or all of its Shares and
                                    other Interests by way of a Permitted
                                    Transfer;

                           (B)      the Bankrupt Shareholder will give written
                                    notice (the "Bankruptcy Notice") to the
                                    Company and Formus of such event and whether
                                    all of its Shares and other Interests have
                                    been Transferred by way of a Permitted
                                    Transfer; and

                           (C)      the Bankrupt Shareholder will have no right
                                    with respect to its Shares and other
                                    Interests except the right to receive
                                    nonliquidating distributions and
                                    distributions in liquidation made by the
                                    Company prior to the purchase of the
                                    Bankrupt Shareholder's Interests in
                                    accordance herewith. Prior to the receipt of
                                    the Bankruptcy Notice, the Company and
                                    Formus may treat the Bankrupt Shareholder as
                                    the owner of its Interests.

                  (ii)     Upon the dissolution or Bankruptcy of the Bankrupt
                           Stockholder and if the Bankrupt Shareholder has not
                           Transferred all of its Interests by way of a
                           Permitted Transfer, Formus will have the right for a
                           period of 30 days after delivery of the Bankruptcy
                           Notice (unless such 30-day period is extended in
                           accordance with Section 8(b)) to elect to purchase
                           (or to cause one or more Designated Purchasers to
                           purchase) at the purchase price determined in
                           accordance with Section 8(b) the Bankrupt
                           Shareholder's Interests. Formus may exercise such
                           right by giving written notice (the "Bankrupt
                           Acceptance Notice") to the Bankrupt Shareholder.

         (b)      Purchase Price.

                  (i)      The purchase price for the Bankrupt Shareholder's
                           Interests will be equal to:

                           (A)      the price agreed by the trustee or receiver
                                    of the Bankrupt Shareholder and Formus
                                    within 30 days after the delivery of the
                                    Bankrupt Acceptance Notice; or

                           (B)      if they cannot agree within such 30-day
                                    period, the price will equal the Fair Market
                                    Value of the Bankrupt Shareholder's
                                    Interests determined in accordance with
                                    Section 7(d)(ii), except that for such
                                    purpose the date on which the Bankruptcy
                                    Notice was delivered to Formus will be the
                                    Determination Date.


                                       27
<PAGE>   31
                  (ii)     If Formus has not withdrawn its Bankrupt Acceptance
                           Notice, the purchase price due to such trustee or
                           receiver for the Bankrupt Shareholder's Interests
                           will be paid in full at a closing to occur as
                           promptly as practicable after such purchase price is
                           determined in accordance with this Section 8(b), but
                           in any event within 30 days after such determination
                           (subject to delays reasonably beyond the control of
                           Formus and such trustee or receiver in obtaining
                           governmental consents and approvals and the consent
                           and approvals of any other Person). At the closing,
                           which will be held at the principal executive offices
                           of the Company, such trustee or receiver will be paid
                           the purchase price against delivery to Formus or one
                           or more Designated Purchasers, as the case may be,
                           of:

                           (A)      duly executed instruments of transfer and
                                    assignment, transferring and assigning good,
                                    and marketable title to the Bankrupt
                                    Shareholder's Interests, which title shall
                                    be free and clear of Encumbrances except
                                    those created hereby;

                           (B)      an instrument pursuant to which such trustee
                                    or receiver agrees to be bound by the
                                    provisions of Section 8(c); and

                           (C)      all other documents and instruments
                                    necessary or appropriate under applicable
                                    law to convey to Formus or one or more
                                    Designated Purchasers, as the case may be,
                                    all of the Bankrupt Shareholder's rights,
                                    title and interests in its Interests.

         (c)      Company Liability. If at any time a claim is asserted against
                  the Company based on a state of facts arising wholly or in
                  part before this Section 8 became applicable to the Bankrupt
                  Shareholder, Formus may (unless such claim has been explicitly
                  taken into account in determining the purchase price for the
                  Bankrupt Shareholder's Interests or unless the trustee or
                  receiver of the Bankrupt Shareholder has otherwise provided
                  adequate security for the Bankrupt Shareholder's obligation in
                  the form of a surety bond or suitable letter of credit)
                  withhold from the purchase price determined in accordance with
                  Section 8(b) the estimated amount of such claim until the
                  amount of such claim shall be determined by adjudication,
                  settlement, compromise or otherwise, at which time so much of
                  the withheld amount as equals the Bankrupt Shareholder's share
                  of such claim will be applied toward payment thereof and the
                  balance, if any, will be paid to such trustee or receiver on
                  behalf of the Bankrupt Shareholder. If at the time the amount
                  of the claim is finally determined the closing referred to in
                  Section 8(b) has occurred or the amount withheld is not
                  sufficient to offset the Bankrupt Shareholder's share of such
                  claim, such trustee or receiver on behalf of the Bankrupt
                  Shareholder will reimburse Formus for any part of the Bankrupt
                  Shareholder's share of such claim borne by Formus in excess of
                  the amount withheld, if any. Nothing in this Section 8(c) will
                  be interpreted as releasing or relieving the Bankrupt
                  Shareholder from any part of the Indebtedness of the Company
                  of any of its Subsidiaries that the Bankrupt Shareholder
                  undertook during the time such Bankrupt Shareholder was a
                  Shareholder.

         (d)      The restrictions contained in this Section 8 shall be binding
                  for the Parties to the Agreement and be enforceable with
                  respect to the Company under applicable Law, but only to the
                  extent such restrictions will not conflict with the mandatory
                  provisions of applicable Law.


                                       28
<PAGE>   32
9.       Representations and Warranties; Acknowledgment.

         (a)      Representations and Warranties of the Polish Partners. Each of
                  the Polish Partners represents and warrants to Formus as
                  follows:

                  (i)      Elmedia is a limited liability company duly organized
                           and validly existing under the laws of the Republic
                           of Poland and has full power and authority to execute
                           and deliver this Agreement and to perform its
                           obligations hereunder. The execution, delivery and
                           performance of this Agreement have been duly and
                           validly authorized by all actions necessary on the
                           part of Elmedia and its management and owners. Each
                           of Messrs. Dembski, Chrostowski and STRAWINSKI is of
                           the age of majority, of full legal capacity, and
                           lawfully entitled to execute and deliver this
                           Agreement and perform his obligations hereunder.

                  (ii)     This Agreement has been duly executed and delivered
                           by each of the Polish Partners and constitutes the
                           valid and binding obligation of each of them
                           enforceable against them in accordance with its
                           terms.

                  (iii)    The execution, delivery and performance of this
                           Agreement by each of the Polish Partners (A) will not
                           violate any provision of the Constituent Documents of
                           Elmedia, (B) will not violate any Law by which any of
                           the Polish Partners or any of their respective
                           properties or assets is bound, (C) will not require
                           any filing with, or permit, consent or approval of,
                           or the giving of any notice to any court,
                           administrative agency or governmental body or
                           representative, and (D) will not result in a
                           violation or breach of, or constitute a default under
                           any license, franchise, permit, indenture, agreement
                           or other instrument to which any of the Polish
                           Partners or any of their respective properties or
                           assets is bound.

                  (iv)     Each of Messrs. Dembski, Chrostowski and STRAWINSKI
                           is domiciled in Poland and a Polish citizen, and
                           together they own all the issued and outstanding
                           shares of Elmedia. Except for an agreement in respect
                           of the issuance of registered bonds to Mr.
                           Christopher Wilkes and Mr. Marek Janicki, there are
                           no other securities of Elmedia and no outstanding
                           subscriptions, options, warrants, puts, calls,
                           rights, exchangeable or convertible securities or
                           other commitments or agreements of any nature
                           relating to the shares or other securities of
                           Elmedia, or otherwise obligating Elmedia to issue,
                           transfer, sell, purchase, redeem or otherwise acquire
                           such shares or other securities.

                  (v)      There are no actions, proceedings, claims or
                           investigations pending, or, to the best knowledge of
                           any of the Polish Partners, threatened by or before
                           any court, administrative agency or governmental body
                           or representative to which any Polish Partner or any
                           Affiliate thereof is a party or which concerns the
                           GHz Licences, the Business or Elmedia's participation
                           in the Company in which an adverse determination or
                           action might adversely affect the GHz Licences, the
                           Business or Elmedia's or Formus' participation in the
                           Company or that questions the validity of this
                           Agreement or any related agreement or seeks to
                           restrain or enjoin the consummation of the
                           transactions contemplated hereby. No Polish Partner
                           is aware of any fact or circumstance that might give
                           rise to any such action, proceeding, claim or
                           investigation.


                                       29
<PAGE>   33
         (b)      Acknowledgment of the Polish Partners. Each Polish Partners
                  acknowledges the unique competence and experience of Formus in
                  the area of telecommunications activities and Formus'
                  capabilities in arranging for the necessary financing of the
                  Company's activities as described by the Agreement. Therefore,
                  each of the Polish Partners accepts the leading role of Formus
                  in implementing the project contemplated by this Agreement,
                  which role is express in the specific provisions of this
                  Agreement. Each of the Polish Partners also acknowledges that
                  he has been counseled regarding the provisions of this
                  Agreement and has received adequate consideration for his
                  obligations under this Agreement. Each of the Polish Partners
                  confirms his intention to fulfill his obligations under this
                  Agreement to the fullest extent permitted by Law.

         (c)      Representations and Warranties of Formus. Formus represents
                  and warrants to the Polish Partners as follows:

                  (i)      Formus is a corporation duly organized and validly
                           existing under the laws of the State of Delaware and
                           has full power and authority to execute and deliver
                           this Agreement and to perform its obligations
                           hereunder. The execution, delivery and performance of
                           this Agreement have been duly and validly authorized
                           by all actions necessary on the part of Formus and
                           its management and owner.

                  (ii)     This Agreement has been duly executed and delivered
                           by Formus and constitutes the valid and binding
                           obligation of Formus enforceable against Formus in
                           accordance with its terms.

10.      Miscellaneous.

         (a)      Term; Consequences of Termination. This Agreement will be
                  effective on the date first written above and will terminate
                  on the occurrence of any of the following events: (i) the
                  dissolution of the Company, (ii) the acquisition of all of the
                  Interests in the Company of the Shareholders and their
                  respective Affiliates by one Shareholder and/or its Affiliates
                  or (iii) the written consent of all Parties. If this Agreement
                  terminates in accordance with this Section 10(a), it will
                  become null and void and of no further force and effect except
                  as otherwise specifically provided for in this Agreement and
                  except for the provisions of this Section 10, which will
                  remain in effect. No termination of this Agreement, however,
                  will affect any obligation or liability of any of the Parties
                  arising before or as a result of circumstances existing before
                  such termination.

         (b)      Governing Law, Dispute Resolution, Remedies.

                  (i)      This Agreement will be governed by the laws of the
                           State of Colorado.

                  (ii)     Subject to Section 10(m), any dispute arising out of
                           or in connection with this contract, including any
                           question regarding its existence, validity or
                           termination, will be referred to and finally resolved
                           by arbitration under the Rules of the London Court of
                           International Arbitration ("LCIA"), which Rules are
                           deemed to be incorporated by reference into this
                           clause. Such dispute will be finally resolved by one
                           arbitrator nominated by agreement of the Parties
                           within 30 days after the submission of a request for
                           arbitration is delivered to the LCIA, or if the
                           Parties cannot agree, the nomination of an arbitrator
                           will be made in accordance


                                       30
<PAGE>   34
                           with the Rules. The sole arbitrator will have
                           substantial experience in arbitrating international
                           commercial disputes pursuant to the Rules. The
                           proceedings will unless otherwise agreed by the
                           Parties be held in London. The English language will
                           be the official language for all purposes. The
                           arbitrator will be authorized to order production of
                           evidence and witnesses reasonably required to resolve
                           the Parties' dispute. The decision of the sole
                           arbitrator will be final and binding and will be
                           enforceable in any court of competent jurisdiction
                           and the Parties hereby waive any objections to or
                           claims of immunity in respect of such enforcement.

                  (iii)    The indemnification provisions of this Agreement are
                           in addition to, and not in derogation of, any
                           statutory, equitable, or common law remedies Formus
                           may have with respect to the transactions
                           contemplated by this Agreement.

         (c)      U.S. Tax Election. At Formus' written request to Elmedia,
                  which Formus may make in its sole discretion, Formus and
                  Elmedia will cause the Company to elect to obtain fiscal
                  transparency for US tax purposes.

         (d)      Amendment. This Agreement may be amended or modified only by
                  an instrument in writing signed by the Parties and designated
                  as such.

         (e)      No Waiver. No provision of this Agreement may be waived except
                  in a writing designated as such and signed by the Party or
                  Parties against which such waiver is sought. No failure or
                  delay by any Party in exercising any right, power or privilege
                  hereunder will operate as a waiver thereof, nor will any
                  single or partial exercise thereof preclude any other or
                  further exercise thereof or the exercise of any right, power
                  or privilege hereunder.

         (f)      Assignment. No Party may, without the written consent of the
                  other Parties, assign or delegate any of its rights or
                  obligations under this Agreement, except to a transferee being
                  Transferred its Shares and other Interests pursuant to a
                  Permitted Transfer or as otherwise permitted in accordance
                  with Section 7. This Agreement will be binding upon the
                  Parties and their respective successors and permitted assigns.

         (g)      Counterparts. This Agreement may be executed in any number of
                  counterparts, each of which will be deemed an original, and
                  all of which together will constitute one instrument.

         (h)      Severability. If any provision of this Agreement or the
                  application thereof to any Person or circumstance is held by a
                  court of competent jurisdiction or the arbitrator or
                  arbitrators described in Section 10(b) to be invalid, void or
                  unenforceable to any extent, the remainder of this Agreement
                  and the application of such provision to other Persons or
                  circumstances remain in full force and effect, will not be
                  affected, impaired or invalidated thereby and will be enforced
                  to the greatest extent permitted by Law.

         (i)      Interpretation. Whenever the context may require, any pronoun
                  shall include the corresponding masculine, feminine and neuter
                  forms, and with respect to the Parties shall include, where
                  the context does not prohibit, their respective permitted
                  successors and assigns. The words "include," "includes" and
                  "including" will be deemed to be followed by the phrase
                  "without limitation." All references to Articles, Sections,
                  Exhibits and Schedules will mean Articles, Sections, Exhibits
                  and Schedules to this Agreement,


                                       31
<PAGE>   35
                  unless otherwise stated. Unless otherwise specified herein,
                  each provision of this Agreement will be effective from the
                  date hereof. Article, Section, Exhibit and Schedule headings,
                  captions and numbers in this Agreement are for convenience
                  only and will not be used in its interpretation or considered
                  part of this Agreement. Unless otherwise expressly provided in
                  this Agreement, whenever this Agreement refers to a matter
                  requiring the action, consent, approval, agreement of, or
                  determination, specification, designation or exercise of any
                  option or other right by, Formus, such action, consent,
                  approval, agreement, determination, specification, designation
                  or exercise, unless otherwise expressly provided herein, may
                  be taken, given, granted, made, done, omitted, withheld or
                  refused, by Formus in its sole and absolute discretion.

         (j)      Entire Agreement. This Agreement contains the entire
                  understanding of the Parties with respect to the subject
                  matter hereof and supersedes all prior negotiations,
                  understandings and agreements with respect thereto. The
                  Formation Agreement will cease to have any force or effect
                  from the date hereof.

         (k)      No Partnership. Nothing in this Agreement will be deemed or
                  construed as creating a partnership or joint venture among the
                  Parties or permit a Party to act as a mandatory or agent of
                  any other Party, except as otherwise provided in Section
                  10(n).

         (l)      Costs. Except as otherwise provided herein, each Party will
                  bear its own costs and expenses in connection herewith and the
                  negotiation and consummation of the transactions contemplated
                  hereby and the Definitive Documents.

         (m)      Injunctive Relief. Each of the Polish Partners acknowledges
                  and agrees that Formus would be damaged irreparably in the
                  event any of the provisions of this Agreement are not
                  performed by any Polish Partner in accordance with its
                  specific terms or are otherwise breached by any Polish
                  Partner. Accordingly and notwithstanding Section 10(b)(ii) or
                  anything else to the contrary herein, each of the Polish
                  Partners agrees that Formus, in addition to any other
                  available legal or equitable remedy, will be entitled to
                  institute legal proceedings for the purpose of seeking
                  injunctive relief in situations involving actual or threatened
                  breaches of the provisions of this Agreement and to enforce
                  specifically this Agreement and the terms and provisions
                  hereof.

         (n)      Representative. To the fullest extent permitted by law, each
                  Polish Partner hereby irrevocably constitutes and appoints
                  Elmedia as its attorney-in-fact and legal and judicial
                  representative (the "Representative"), with full power of
                  substitution, for the purposes of receiving all notices and
                  communications directed to any Polish Partner under this
                  Agreement.

         (o)      Polish Law. Each Party, to the fullest extent permitted by the
                  Laws of the Republic of Poland, waives any rights that it may
                  have under the Laws of the Republic of Poland that might be
                  inconsistent with the terms of this Agreement and, to the
                  extent such rights cannot be validly waived, each Party will
                  exercise such rights only to the extent consistent with this
                  Agreement. Nothing in this Agreement will be construed to
                  require any Party to violate any Polish Law.

         (p)      Notices. All notices, demands and other communications to be
                  given under or by reason of this Agreement will be in writing
                  in the English language and delivered by reputable
                  international courier service or sent by telefacsimile to the
                  relevant Parties at their


                                       32
<PAGE>   36
                  Addresses for Notice specified below (or such other address or
                  telecopy number as a Party has by five days' prior written
                  notice specified to the other Parties). Any notice, demand or
                  other communication so addressed to the relevant Party will be
                  deemed to have been delivered (i) if given or made by
                  telefacsimile, when dispatched with a confirmed transmission
                  report; and (ii) if given or made by courier, when actually
                  delivered to the relevant address.

                  If to the Polish Partners or any of them, to the
                  Representative:

                           Elmedia Sp. z o.o.
                           Poland
                           00336 Warsaw
                           M. Kopernika 28/25
                           Attn.:  Mr. Kazimierz Jan Dembski
                           Facsimile No.:  +48 22 827-4893

                  If to Formus:

                           Formus International - Poland, Inc.
                           c/o Formus Communications, Inc.
                           7936 E. Arapahoe Ct., Suite 3100
                           Englewood, Colorado 80112  USA
                           Attn.:  President
                           Facsimile: +1 (303) 721-1820

                           With copies to:

                           Formus International - Poland, Inc.
                           c/o Formus Communications, Inc.
                           7936 E. Arapahoe Ct., Suite 3100
                           Englewood, Colorado 80112  USA
                           Attn.:  General Counsel
                           Facsimile: +1 (303) 721-1820; and

                           Holme Roberts & Owen LLP
                           1700 Lincoln, Suite 4100
                           Denver, Colorado 80203 USA
                           Attn.: Paul G. Thompson, Esq
                           Facsimile:+1 (303) 866 0200

         (q)      Further Assurances. Each Party, to the fullest extent
                  permitted by applicable Law, will take all action and execute
                  and delivery all documents as reasonably necessary to fulfill
                  and accomplish the purposes and intents of this Agreement.

         (r)      Indemnification by Polish Partners. In the event that any of
                  the Polish Partners breaches (or in the event any third party
                  alleges facts that, if true, would mean any of the Polish
                  Partners has breached) any of their representations,
                  warranties or covenants herein, the Polish Partners, jointly
                  and severally, hereby unconditionally, absolutely and
                  irrevocably agree to indemnify and hold harmless Formus from
                  and against any and all claims, demands, liabilities, losses,
                  damages, causes of action, judgments, penalties, fees, costs


                                       33
<PAGE>   37
                  and expenses (including, without limitation, attorneys' fees,
                  court costs and legal expenses and consultants' and experts'
                  fees and expenses) or other liabilities ("Losses") that Formus
                  may suffer through and after the date of the claim for
                  indemnification on account of, in connection with, or
                  resulting from any of the events described in this Section
                  10(r). All payments to be made under this Section 10(r) shall
                  be made to Formus upon receipt of notice by Formus of the
                  incurrence of any Losses, in accordance with the payment
                  instructions set forth in such notice.

         (s)      Confidentiality. Subject to the requirements of applicable
                  Law, each Party will maintain in confidence this Agreement and
                  documents and agreements entered into among any of them in
                  connection herewith and will maintain in confidence all
                  information received from the Company or its Subsidiaries and
                  will use such information only for the benefit of the Company
                  and its Subsidiaries, and will not disclose any such
                  information to any third party (except to such employees or
                  agents of the receiving Party who have been informed of this
                  obligation of confidentiality and agree to be bound by this
                  Section 10(r)) or make any unauthorized use of such
                  information. Each Party will treat such information with the
                  same degree of care against disclosure or unauthorized use
                  that it affords to its own confidential information. This
                  obligation of confidentiality and non- use will not apply to
                  any information that (i) was not previously treated as
                  confidential by the Company, (ii) is or becomes generally
                  available to the public through no fault of the receiving
                  Party, (iii) is independently developed by the receiving
                  party, (iv) is received in good faith from a third party who
                  discloses such information to the receiving Party on a
                  non-confidential basis or (v) is required to be disclosed
                  pursuant to the order of any court or governmental agency. In
                  addition, this obligation of confidentiality and non-use will
                  not apply to the use of any such information by Formus or any
                  of its Affiliates outside the Republic of Poland, public
                  announcements or disclosures that any receiving Party or any
                  of its Affiliates considers necessary or appropriate under the
                  U.S. securities laws or other applicable Laws, the use of any
                  such information in annual or other periodic reports and
                  financial statements released by Elmedia or Formus or either
                  of their respective Affiliates in the ordinary course of
                  business, or disclosures by Formus or any of its Affiliates in
                  connection with due diligence investigations by potential
                  investors in or partners of Formus or any of its Affiliates.

         IN WITNESS WHEREOF, the Parties have executed and delivered this
         Shareholders' Agreement to be effective on the date first above
         written.

Formus:

FORMUS INTERNATIONAL - POLAND, INC.



By:
         -------------------------------
         Its:


                                       34
<PAGE>   38
Polish Partners:

Elmedia Sp. z o.o.


By:
         -------------------------------
         Its:


------------------------------
Kazimierz Jan DEMBSKI


------------------------------
Jan Jozef CHROSTOWSKI


------------------------------
Leszek Jan STRAWINSKI


                                       35