Shareholders' Agreement



among

1.   Mr Uwe Neben, resident in Holzhauser Str. 12, 34233 Fuldatal-Wilhelmshausen
2.   Mr Eckhard Neben, resident inWeederstr. 43, 37073 Gottingen
3.   Mr Axel Bernigshausen, resident in Greifswalder Str. 27, 37120 Bovenden
4.   Mr Karl-Friedrich Kaupp, resident in Waiblinger Str. 115, 71384 Weinstadt
5.   Mr Georg Kiefer, resident in Donnersbergstr. 7, 67117 Limburgerhof
6.   Mrs Annemarie Kiefer, resident in Donnersbergstr. 7, 67117 Limburgerhof
7.   Cybernet Internet-Services International, Inc. Delaware,

The  parties  1  through  3  hereinafter  are  collectively  referred  to as the
"Managers".  The  parties 1 through 6 are  collectively  referred to as the "Old
Shareholders". The party under 7 hereinafter is referred to as "Cybernet".


                                Preliminary note

The  Old   Shareholders  are  the  owners  of  all  shares  of  i-business  GmbH
(hereinafter  referred to as the "Company",  which has its registered  office in
Gottingen,  is registered in the trade register of the local court of Gottingen,
under HRB  3092.  Via the  merger  agreement  of June 28,  2000  (Document  No.:
1100/2000 of the notary public Alfons  Biermeier in Stuttgart)  Bernigshausen  &
Neben OHG which has its registered  office in Gottingen and is registered in the
trade register of the local court of Gottingen, under HRAA 3237, was merged with
the Company as the entity taking over.

The Old  Shareholders  intend to convert the  Company  into a  corporation  "B&N
Software AG" and to continue the  operations of  Bernigshausen  und Neben OHG in
the form of a corporation.

The Old Shareholders  seek to finance growth with the intention of promoting the
growth of the Company in a manner that makes a listing on the stock  exchange in
2001 seem realistic.

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                                                                               2


As required under the Shareholders'  Agreement Cybernet is prepared to provide a
25%  participation  in the Company  amounting  to EUR  3,067,600  in the form of
equity capital.  Until this Shareholders'  Agreement becomes  effective,  in any
case no later than June 30, 2001, Cybernet, in a separate contract, will provide
the Company a loan of EUR  1,000,000.  The loan shall bear 6% interest  per year
until  December 31, 2000,  12% per year after  January 1, 2001.  The loan amount
reduces the issue amount which  Cybernet has to provide to the shares  signed by
Cybernet  under this  Shareholders'  Agreement  in the amount of EUR  3,067,500.
Cybernet  upon  the  issue of  shares  will  transfer  the  loan  amount  of EUR
1,000,000.00 to the voluntary reserves of the Company.

Concurrently,  the Managers  grant  Cybernet the option to acquire 2.33% of each
Manager's shares in the Company.

Economically,  Cybernet's  intention to participate is based on the  expectation
that the Company in the business year 2000 realized a total  turnover of no more
than DM 6 million  and a total  turnover of  approximately  DM 14 million in the
business  year 2001,  although the parties are aware that these figures have the
character of a forecast as far as the business years from 2001 are concerned.

With regard to this  participation  Cybernet relies on the information about the
Company and its  economic  situation it received  from the  Managers  during the
preparatory talks.

To realize  their goals the  parties in a trusting  cooperation  will  perform a
transaction which includes the following major steps:

1.   The Old Shareholders  will convert the Company into a corporation  based on
     the statutes attached in Annex 1

2.   Respecting the independence of the supervisory  board of the corporation as
     required under German Stock Corporation Law, the parties shall make efforts
     to ensure that the supervisory board establishes the rules of procedure for
     the managing  board  attached as Annex 2  establishing  for  themselves the
     rules of procedure for the supervisory board attached as Annex 3.

3.   The Managers shall conclude the employment contracts for the members of the
     managing board with the corporation as attached in Annex 4.

4.   This Shareholders'  Agreement is subject to a condition precedent and takes
     effect, if:

     a)   the above  merger of  Bernigshausen  & Neben OHG with the  Company  is
          entered into the trade register

     b)   the conversion of the Company has been entered into the trade register
          and

     c)   the Company  made a decision to raise its capital  stock  according to
          Annex 5.

5.   This  Shareholders'   Agreement  expires,   unless  cancelled  with  mutual
     agreement,  at the time the shares of the  Company are offered on the stock
     exchange.

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                                                                               3

                                       I.
                       Capital increases and stock options

1.   Based on the financial  statements of the  corporation  for the year ending
     December 31, 2000,  the  intention  is to perform a capital  increase  from
     Company funds during the first 8 months of the business year 2001 amounting
     to approximately EUR 3,000,000.

2.   With respect to any further capital increases Cybernet is entitled to stock
     option  rights,  except for a capital  increase  which  creates the capital
     stock to be issued  when the  Company's  shares  are  offered  on the stock
     exchange and where Cybernet is not entitled to stock option rights.

3.   The parties among themselves are mutually committed to exercise their right
     to vote in general meetings in conformity with the above  commitments.  The
     parties  reserve  the  right  to take  exception  from  the  above  capital
     agreements with mutual agreement.  Any invalidity of form of the agreements
     made in these  paragraphs  regarding the capital  increase shall not affect
     the validity of the other provisions of this agreement.


                                       II.
                   Concentration of entrepreneurial activities

1.   The   Managers   commit   themselves   vis-a-vis   Cybernet  to  focus  all
     entrepreneurial  activities  on the  Company  as long as the  Managers  and
     Cybernet or the parties from 4 to 6 have an  participation  in the Company,
     and particularly to establish no other trading companies  themselves or via
     third  parties  during  this period or to acquire a  participation  in such
     companies  themselves  or via third parties  unless the general  meeting of
     shareholders of the Company expressly agreed to it.

2.   Every Manager is entitled to participate in quoted companies for investment
     purposes up to 1% of their  relevant  capital,  if these  companies are not
     competitors of the Company.

3.   The Managers warrant vis-a-vis Cybernet that at the time of concluding this
     Shareholders'  Agreement they themselves have no participations  that would
     fall under  section 1, if they were  established  after  conclusion of this
     Agreement.  The  participation  of the Managers in e-vertical  GmbH (future
     name:  pedion  medical  AG) of 5% in  total is  known  to  Cybernet  and is
     expressly authorized by Cybernet.

4.   Where one of the Managers  violates the  commitments  from the paragraphs 1
     and 2 or the warranty from paragraph 3, Cybernet is entitled to demand that
     the Manager,  beside  discontinuing his other  entrepreneurial  activities,
     provide  compensation in such a way that the Manager  positions the Company
     in a way it would be positioned, had the Manager refrained from engaging in
     the other entrepreneurial activities.  Cybernet in particular may demand in
     such a case that the Manager  transfer  to the Company all  entrepreneurial
     activities  which he directly or indirectly  carries or carried out himself

<PAGE>

                                                                               4


     or via third parties or trading companies in which he participated  himself
     or via third parties.


                                      III.
                  Dispositions concerning shares of the Company

1.   For dispositions  concerning shares and subscription  rights of the Company
     to become valid the approval of Cybernet and of the  participants  5. and 6
     is required.  Dispositions of the participants 5. and 6. until December 31,
     2000 are admissible even without the approval of the participants 5. and 6.
     The participants  under 1. through 3. may violate a disposition of Cybernet
     for cause, a good cause being in particular  where Cybernet intends to sell
     to a  competitor  of the  Company  or  where a stock  exchange  listing  is
     substantially impaired.

2.   The provision  under 1 applies also to the fiduciary  dispositions  and the
     granting  of  sub-participations  in shares or  subscription  rights of the
     Company.

3.   Each Manager is entitled to transfer,  once or several  times,  shares of a
     total of 3.33% of the  equity  capital of the  Company,  even  without  the
     approval  of  Cybernet  and the  participants  5. and 6.,  with the goal of
     improving  the  creation of value of the  Company to friendly  enterprises,
     participation   companies,    investors   or   other   persons   from   the
     entrepreneurial environment of the Company.


                                       IV.
                            Invention during service

The Managers  hereby grant the Company an exclusive  and free right of use which
is not  restricted in terms of time and space for all works created during their
employment  and/or free employee  relationship to works already created or to be
created in the future and  capable of  protection  under  copyright  law for all
known kinds of use. The Company  thereafter is  particularly  entitled,  without
further  approval from the Managers,  to change,  process or rearrange the works
concerned and to multiply,  publish,  distribute or use them in any other way in
the  original or in a changed,  adapted or  rearranged  form and to transfer the
rights of use fully or  partially  to third  parties.  The granting of the right
continues  unchanged  also  after  termination  of the  employment  or the  free
employee  relationship  and is paid both  during  and after  termination  of the
employment  or free  employee  relationship  in the  form of a  regular  Manager
remuneration.

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                                                                               5


                                       V.
                                   Warranties

1.   The Managers and, where  expressly  stated,  the Old  Shareholders  too, as
     joint and severally liable debtors guarantee vis-a-vis Cybernet,  by way of
     an independent  guaranty  promise,  that the following  guaranties,  unless
     stated  otherwise,  are correct at the time of signing  this  Shareholders'
     Agreement (on the assumption of the retroactively  effective merger January
     1, 2000):

     a)   The Company is a properly established company with limited liability.

     b)   Annex 6  contains  the  financial  statements  of the  Company  and of
          Bernigshausen  & Neben OHG for the year ending  December 31, 1999. The
          financial statements were established under German commercial law with
          due regard to the  principles of proper  accounting,  the constancy of
          preparation  of  balance  sheets  and  assessment   activity  and  the
          principle of care and convey a picture that  corresponds to the actual
          situation in terms of the proprietary,  financial and profit situation
          of the Company.

     c)   The Old  Shareholders  are  the  legal  owners  of all  shares  of the
          Company.  These  shares  are free from the  rights  of third  parties.
          Particularly  there are no rights or preemption  rights resulting from
          the  statutes.  And there are no trust  relationships  concerning  the
          shares except for those indicated in Annex 6a.

     d)   Annex 7 is a true and complete list of all rental, leasing and similar
          agreements  concluded by the Company and which give rise to the annual
          payment  commitment  of more  than EUR  50,000 in an  individual  case
          annually.

     e)   Annex 8 is a  correct  and  complete  list of all  software  products,
          patents,  brands and other  industrial  property rights the Company is
          entitled to and of all agreements with third partners  concerning such
          software  products,   patents  or  other  commercial   property  laws.
          Furthermore,  Annex 8 contains all  licensing  agreements  (active and
          passive) which refer to such software  products,  commercial  property
          rights or know-how.

     f)   Annex 9  contains a correct  and  complete  list of all  distribution,
          representation,  consulting  and  cooperation  agreements  (active and
          passive) of the Company.

     g)   Annex 10 contains a correct and complete  list of all major  contracts
          concerning  the  purchase of goods and  products  and orders  given to
          third  parties the purpose of which is the  purchase of assets of more
          than EUR 50,000.00 by the Company in an individual case.

     h)   The Company  granted no guaranty to its customers  which  exceeded the
          customary guaranties to customers.

     i)   Annex  11  contains  a  correct  and  complete  list  of  all  service
          agreements  based on which the Company  owes the  provision of service
          and  maintenance   jobs

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                                                                               6


          vis-a-vis  its  customers  (e.g.  agreements  concerning  the support,
          upgrades and updates).

     j)   Annex 12 contains a correct and complete  list of all staff members of
          the Company  including the important data of their occupation  (annual
          salary, management bonus, commencement of employment, length of notice
          to terminate the contract of employment,  details of  prohibitions  to
          compete and holiday  entitlements).  Annex 12 further  lists all plant
          agreements (between employer and works council) that are applicable to
          the staff  members.  Annex 12  finally  contains  an  overview  of all
          pension  entitlements  of the employees of the Company and all Company
          pension schemes.

     k)   The  Company   signed  no  control,   profit-transfer   or  management
          agreements with third parties.

     l)   The Company, besides those shown in Annex 13, used no bank credits and
          loan or credit contracts with banks, savings banks or other persons or
          institutions.  Nor did the  Company  enter  into  any  commitments  as
          issuers,  drawees  or  endorsers  of bills of  exchange  and signed no
          futures or option contracts.

     m)   The Company with the exception of the usual  reservations of ownership
          furnished no collateral and issued no sureties,  guaranties or letters
          of comfort to suppliers.

     n)   Annex  14  contains  a  correct  and  complete   list  of  all  court,
          administrative  and  arbitration   proceedings  and  all  other  legal
          proceedings  (active or passive)  which have been pending in favour of
          or against GmbH or have been threatened. The Managers at this point in
          time do not assume that the initiation of such  proceedings  has to be
          reckoned with,  except for the legal disputes in connection with those
          from Annex 14.

     o)   Annex  15  contains  a  correct  and  complete  list of all  insurance
          contracts concluded by the Company.

     p)   The  operations  of the company in its present  scope,  also under the
          future  company name of B&N Software AG, to the best  knowledge and in
          the  fair  judgement  of the  Managers,  violate  no  copyright  laws,
          patents,  industrial  designs,  brands  or other  commercial  property
          rights of third parties.

     q)   The tangible and intangible assets of the Company including the rented
          objects  are  in a  proper  condition  and  suffice  to  carry  on the
          operations  of the  Company  in the  current  scope.  The  Company  in
          particular has all rights  including the program  codes/sources in all
          versions and the total  licensing  rights to the whole product family.
          The assets of the Company are essentially free from defects.

     r)   The  operations of the Company,  to the best knowledge and in the fair
          judgement  of the  Managers,  in  their  current  scope  are  in  full
          conformity  with  all  public-legal   permits  and  licences  and  all
          applicable laws and regulations.

<PAGE>

                                                                               7


     s)   The Company  issued all tax  returns  within the agreed time limit and
          paid all taxes,  public levies and other  associated  costs punctually
          when due.

     t)   The Company,  without  Cybernet  approval,  will  exclusively  operate
          within  the  customary  business  until  the  Shareholders'  Agreement
          becomes effective. Cybernet will respond to any written inquiries from
          the Company  within two weeks and refuse a request for  approval  only
          for a good cause.  Where  Cybernet  fails to respond within these four
          weeks, the approval shall be deemed given.

2.   Where  one of the above  guaranties  are  incorrect  or are  violated,  the
     Managers  shall  position  Cybernet in the way Cybernet would be positioned
     had the  guaranty  been  correct or had it not been  violated.  If Cybernet
     elects so, this shall be performed by way of a restitution in kind or via a
     financial  compensation.  Cybernet may raise any claims resulting from this
     figure until December 31, 2001. To stay within the deadline,  informing the
     Managers of these claims in writing  shall  suffice.  After receipt of such
     communication a limitation period of six months will commence.

3.   Cybernet  may not claim  compensation  which would  exceed the amount of DM
     25,000.00.

4.   Compensation  claims  against the Managers  resulting from or in connection
     with this Agreement are restricted to the amount of DM 750,000.00 in total.
     This liability  restriction does not apply to the deliberate conduct of the
     Managers.


                                       VI.
             Managing board and supervisory board of the corporation

Respecting the independence of the members of the supervisory board, the parties
within  the  legally  admissible  scope  shall see to it that the  Managers  are
appointed as members of the managing  board.  The  employment  contracts for the
members of the  managing  board  shall have the  contents  shown in Annex 4. The
parties further agree - within the scope permitted under stock corporation law -
that two of the Old  Shareholders  and one  person  appointed  by  Cybernet  are
appointed as members of the supervisory board.

<PAGE>

                                                                               8


                                      VII.
          Restriction on sale in the event of a stock exchange listing

The parties commit themselves  mutually and vis-a-vis the Company,  in the event
of a stock exchange listing, to accept the relevant sale restrictions (lock-ups)
demanded by the relevant stock exchange or of the supporting  bank. The parties,
at the request of the Company,  are committed to issue this  commitment  also to
third parties any time or to repeat it for  presentation  to third parties based
on a special certificate or to confirm it.


                                      VIII.
                             Transfer of information

The Company authorizes Cybernet to give information which the Company has access
to as a corporation  shareholder to the governmental  offices and authorities it
is legally  required to deliver such information to.  Furthermore,  Cybernet may
publicly  announce  such  information  if it is  committed to do so due to legal
requirements  or  commitments  to  governmental   authorities   which  supervise
Cybernet.


                                       IX.
           Cancellation of option agreement and preliminary agreements

1.   With  the  registration  of  the  implementation  of the  capital  increase
     according to Annex 5 in the trade register,  the option  agreement  between
     the Managers and Cybernet of December 28, 1999,  the  agreement of April 3,
     2000 and the  framework  agreement of May 24, 2000 shall be deemed  finally
     settled and concluded.

2.   The legal consequence of the above item 11 occurs also if Cybernet,  within
     one month from receipt (i) of an  authorized  transcript of the decision to
     raise the capital in accordance with Annex 5 and ii) of a subscription slip
     in  accordance  with Annex 16 fails to return this  subscription  slip duly
     signed and in two copies to the  Company  and to pay the amount of issue of
     EUR  2,067.500  into the  bank  account  of the  Company  indicated  in the
     subscription  slip. In this case this  Shareholders'  Agreement  shall also
     expire.

3.   The  cooperation-software  licensing agreement of December 28, 1999 between
     Cybernet  and  Bernigshausen  und  Neben  OHG in  any  event  shall  not be
     affected.

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                                                                               9


                                       X.
                      Cybernet option to acquire another 7%

The Managers are  committed to Cybernet  until June 30, 2001 to sell to Cybernet
at its first  request 2 1/3% of its shares in the Company at the  nominal  value
and by paying the amount of EUR 286,323.54 less the nominal value of shares into
the reserves of the Company (the same applies  based on a  participation  of Old
Shareholders of 75% and of Cybernet of 25%).


                                       XI.
                                Final provisions

1.   Cybernet is entitled to transfer  the rights to which it is entitled  under
     this Agreement to other companies fully or partially,  if these enterprises
     are connected to Cybernet  according to ss.ss.  15 and the following  under
     German Stock Corporation Law.

2.   The parties participating in this Shareholders' Agreement commit themselves
     mutually to impose the duties resulting from this  Shareholders'  Agreement
     on any  singular  successors  of theirs in such a way that  these  singular
     successors are bound to the commitments from this  Shareholders'  Agreement
     in such a way, as if they had entered  into these  commitments  themselves.
     This  applies  also to the  commitment  adopted  from  this  item to impose
     commitments from this Shareholders' Agreement on any singular successors.

3.   For changes and additions to this  Shareholders'  Agreement to become valid
     the written form is required  unless  authentication  by a notary public is
     required. The same applies to any waiver of the written form requirement.

4.   The mandatory legal or  statutes-related  rights of executive bodies of the
     Company are not to be interfered with by this Shareholders'  Agreement.  If
     individual provisions of this Shareholders' Agreement are or become invalid
     or unenforceable or where this  Shareholders'  Agreement contains gaps, the
     validity of the other  provisions  of this  Shareholders'  Agreement is not
     affected.  Instead of the  invalid,  unenforceable  or missing  provision a
     valid provision shall be deemed agreed as the parties would have reasonably
     agreed  had they  been  aware of the  invalidity,  unenforceability  or the
     missing  of  the  relevant   provision  at  the  time  of  concluding  this
     Shareholders' Agreement.  Where a provision of this Shareholders' Agreement
     is or becomes invalid owing to the scope of services  agreed  therein,  the
     scope of  services  as  agreed in the  provision  shall be  adapted  to the
     legally admissible standard.

5.   This  Shareholders'  Agreement  shall  be  treated  confidentially  by  the
     parties.

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                                                                              10


6.   This Agreement is subject to the law of the Federal Republic of Germany.


                             Munich, August 17, 2000



----------------------------
Uwe Neben


----------------------------
Eckhard Neben


----------------------------
Axel Bernigshausen


----------------------------
Karl-Friedrich Kaupp


----------------------------
Georg Kiefer


----------------------------
Annemarie Kiefer


----------------------------
Cybernet Internet Services
International, Inc.