SHARE PURCHASE AGREEMENT


THIS AGREEMENT is made as of the 16th day of March, 2006

AMONG:

            AMERICAN UNITED GLOBAL, INC., a corporation formed pursuant to the
            laws of the State of Delaware and having an office for business
            located at 108 Village Square, #327 Somers, New York 10589

            ("AUGI")

AND:

            KRAFT RT., a company formed pursuant to the laws of Hungary and
            having an office for business located at Konkoly Thege u. 29-33
            Budapest H-1121

            ("Kraft")

AND:

            The shareholders of Kraft, each of whom are set forth on the
            signature page of this Agreement

            (the "Kraft Shareholders")


WHEREAS:

A. The Kraft Shareholders own 2,375 registered ordinary shares, HUF 10,000 par
value each of Kraft, constituting HUF 50,000,000 registered capital of Kraft,
being 47.5% of the presently issued and outstanding Kraft Shares;

B. AUGI is a reporting company whose common stock is quoted on the Pink Sheets;
and

C. The respective Boards of Directors of AUGI, and Kraft deem it advisable and
in the best interests of AUGI and Kraft that AUGI acquire and Kraft Shareholders
sell (the "Acquisition") pursuant to this Agreement.

NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the premises
and the mutual covenants, agreements, representations and warranties contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto hereby agree as follows:


                                    ARTICLE 1
                         DEFINITIONS AND INTERPRETATION

Definitions

1.1      In this Agreement the following terms will have the following meanings:


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                                      -2-


(a)   "Acquisition" means the Acquisition, at the Closing, of the ordinary
      shares of Kraft held by the Kraft Shareholders by AUGI pursuant to this
      Agreement;

(b)   "Acquisition Shares" means the 47,500 AUGI Preferred Shares to be issued
      to the Kraft Shareholders at Closing pursuant to the terms of the
      Acquisition;

(c)   "Agreement" means this share purchase agreement among AUGI, Kraft, and the
      Kraft Shareholders;

(d)   "AUGI Accounts Payable and Liabilities" means all accounts payable and
      liabilities of AUGI, on a consolidated basis, due and owing or otherwise
      constituting a binding obligation of AUGI and its subsidiaries (other than
      a AUGI Material Contract) as of December 31, 2005 as set forth is Schedule
      "A" hereto;

(e)   "AUGI Accounts Receivable" means all accounts receivable and other debts
      owing to AUGI, on a consolidated basis, as of December 31, 2005 as set
      forth in Schedule "B" hereto;

(f)   "AUGI Assets" means the undertaking and all the property and assets of the
      AUGI Business of every kind and description wheresoever situated
      including, without limitation, AUGI Equipment, AUGI Inventory, AUGI
      Material Contracts, AUGI Accounts Receivable, AUGI Cash, AUGI Intangible
      Assets and AUGI Goodwill, and all credit cards, charge cards and banking
      cards issued to AUGI;

(g)   "AUGI Bank Accounts" means all of the bank accounts, lock boxes and safety
      deposit boxes of AUGI and its subsidiaries or relating to the AUGI
      Business as set forth in Schedule "C" hereto;

(h)   "AUGI Business" means all aspects of any business conducted by AUGI and
      its subsidiaries;

(i)   "AUGI Cash" means all cash on hand or on deposit to the credit of AUGI and
      its subsidiaries on the Closing Date;

(j)   "AUGI Common Shares" means the shares of common stock in the capital of
      AUGI;

(k)   "AUGI Debt to Related Parties" means the debts owed by AUGI to any
      affiliate, director or officer of AUGI as described in Schedule "D"
      hereto;

(l)   "AUGI Equipment" means all machinery, equipment, furniture, and
      furnishings used in the AUGI Business, including, without limitation, the
      items more particularly described in Schedule "E" hereto;

(m)   "AUGI Financial Statements" means, collectively, the audited consolidated
      financial statements of AUGI for the fiscal year ended December 31, 2004,
      together with the unqualified auditors' report thereon, and the unaudited
      consolidated financial statements of AUGI for the nine month period ended
      September 30, 2005, true copies of which are attached as Schedule "F"
      hereto;

(n)   "AUGI Goodwill" means the goodwill of the AUGI Business including the
      right to all corporate, operating and trade names associated with the AUGI
      Business, or any variations of such names as part of or in connection with
      the AUGI Business, all books and records and other information relating to
      the AUGI Business, all necessary licenses and authorizations and any other
      rights used in connection with the AUGI Business;


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(o)   "AUGI Insurance Policies" means the public liability insurance and
      insurance against loss or damage to the AUGI Assets and the AUGI Business
      as described in Schedule "G" hereto;

(p)   "AUGI Intangible Assets" means all of the intangible assets of AUGI and
      its subsidiaries, including, without limitation, AUGI Goodwill, all
      trademarks, logos, copyrights, designs, and other intellectual and
      industrial property of AUGI and its subsidiaries;

(q)   "AUGI Inventory" means all inventory and supplies of the AUGI Business as
      of December 31, 2005, as set forth in Schedule "H" hereto; and

(r)   "AUGI Material Contracts" means the burden and benefit of and the right,
      title and interest of AUGI and its subsidiaries in, to and under all trade
      and non-trade contracts, engagements or commitments, whether written or
      oral, to which AUGI or its subsidiaries are entitled whereunder AUGI or
      its subsidiaries are obligated to pay or entitled to receive the sum of
      $10,000 or more including, without limitation, any pension plans, profit
      sharing plans, bonus plans, loan agreements, security agreements,
      indemnities and guarantees, any agreements with employees, lessees,
      licensees, managers, accountants, suppliers, agents, distributors,
      officers, directors, attorneys or others which cannot be terminated
      without liability on not more than one month's notice, and those contracts
      listed in Schedule "I" hereto.

(s)   "Closing" means the completion, on the Closing Date, of the transactions
      contemplated hereby in accordance with Article 9 hereof;

(t)   "Closing Date" means the day on which all conditions precedent to the
      completion of the transaction as contemplated hereby have been satisfied
      or waived, but in any event no later than 45 days from the completion and
      delivery of the Kraft Financials to AUGI and Sichenzia Ross Friedman
      Ference LLP; provided however;

(u)   "Financing" is as defined in Section 7.3(i).

(v)   "Kraft Accounts Payable and Liabilities" means all accounts payable and
      liabilities of Kraft, due and owing or otherwise constituting a binding
      obligation of Kraft (other than a Kraft Material Contract) as of December
      31, 2005 as set forth in Schedule "J" hereto;

(w)   "Kraft Accounts Receivable" means all accounts receivable and other debts
      owing to Kraft, as of December 31, 2005 as set forth in Schedule "K"
      hereto;

(x)   "Kraft Assets" means the undertaking and all the property and assets of
      the Kraft Business of every kind and description wheresoever situated
      including, without limitation, Kraft Equipment, Kraft Inventory, Kraft
      Material Contracts, Kraft Accounts Receivable, Kraft Cash, Kraft
      Intangible Assets and Kraft Goodwill, and all credit cards, charge cards
      and banking cards issued to Kraft;

(y)   "Kraft Bank Accounts" means all of the bank accounts, lock boxes and
      safety deposit boxes of Kraft or relating to the Kraft Business as set
      forth in Schedule "L" hereto;

(z)   "Kraft Business" means all aspects of the business conducted by Kraft;


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                                      -4-


(aa)  "Kraft Cash" means all cash on hand or on deposit to the credit of Kraft
      on the Closing Date;

(bb)  "Kraft Debt to Related Parties" means the debts owed by Kraft and its
      subsidiaries to the Kraft Shareholders or to any family member thereof, or
      to any affiliate, director or officer of Kraft or the Kraft Shareholders
      as described in Schedule "M";

(cc)  "Kraft Equipment" means all machinery, equipment, furniture, and
      furnishings used in the Kraft Business, including, without limitation, the
      items more particularly described in Schedule "N" hereto;

(dd)  "Kraft Financial Statements" means collectively, the audited consolidated
      financial statements of Kraft for the period from inception to December
      31, 2005 and any additional audited or interim financial statements as
      required, true copies of which shall be attached as Schedule "O" hereto;

(ee)  "Kraft Goodwill" means the goodwill of the Kraft Business together with
      the exclusive right of AUGI to represent itself as carrying on the Kraft
      Business in succession of Kraft subject to the terms hereof, and the right
      to use any words indicating that the Kraft Business is so carried on
      including the right to use the name "Kraft" or "Kraft International" or
      any variation thereof as part of the name of or in connection with the
      Kraft Business or any part thereof carried on or to be carried on by
      Kraft, the right to all corporate, operating and trade names associated
      with the Kraft Business, or any variations of such names as part of or in
      connection with the Kraft Business, all telephone listings and telephone
      advertising contracts, all lists of customers, books and records and other
      information relating to the Kraft Business, all necessary licenses and
      authorizations and any other rights used in connection with the Kraft
      Business;

(ff)  "Kraft Insurance Policies" means the public liability insurance and
      insurance against loss or damage to Kraft Assets and the Kraft Business as
      described in Schedule "P" hereto;

(gg)  "Kraft Intangible Assets" means all of the intangible assets of Kraft,
      including, without limitation, Kraft Goodwill, all trademarks, logos,
      copyrights, designs, and other intellectual and industrial property of
      Kraft and its subsidiaries;

(hh)  "Kraft Inventory" means all inventory and supplies of the Kraft Business
      as of December 31, 2005 as set forth in Schedule "Q" hereto;

(ii)  "Kraft Material Contracts" means the burden and benefit of and the right,
      title and interest of Kraft in, to and under all trade and non-trade
      contracts, engagements or commitments, whether written or oral, to which
      Kraft is entitled in connection with the Kraft Business whereunder Kraft
      is obligated to pay or entitled to receive the sum of $10,000 or more
      including, without limitation, any pension plans, profit sharing plans,
      bonus plans, loan agreements, security agreements, indemnities and
      guarantees, any agreements with employees, lessees, licensees, managers,
      accountants, suppliers, agents, distributors, officers, directors,
      attorneys or others which cannot be terminated without liability on not
      more than one month's notice, and those contracts listed in Schedule "R"
      hereto;

(jj)  "Kraft Related Party Debts" means the debts owed by the Kraft Shareholders
      or by any family member thereof, or by any affiliate, director or officer
      of Kraft or the Kraft Shareholders, to Kraft as described in Schedule "S";


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                                      -5-


(kk)  "Kraft Shares" means all of the issued and outstanding shares of Kraft's
      equity stock;

(ll)  "Place of Closing" means the offices of Sichenzia Ross Friedman Ference
      LLP, or such other place as AUGI and Kraft may mutually agree upon;

(mm)  "AUGI Preferred Shares" means the shares of Series B-4 Preferred Stock of
      AUGI, each share of which will be automatically convert into 350 shares of
      common stock of AUGI upon the Company increasing its authorized shares of
      common stock and, prior to such conversion, the AUGI Preferred Shares will
      have all the voting rights of shares of common stock of AUGI and vote
      together with the shares of common stock of AUGI on all matters which such
      shares will not be affected by the reverse stock split of AUGI's shares of
      common stock.

Any other terms defined within the text of this Agreement will have the meanings
so ascribed to them.

Captions and Section Numbers

1.2 The headings and section references in this Agreement are for convenience of
reference only and do not form a part of this Agreement and are not intended to
interpret, define or limit the scope, extent or intent of this Agreement or any
provision thereof.

Section References and Schedules

1.3 Any reference to a particular "Article", "section", "paragraph", "clause" or
other subdivision is to the particular Article, section, clause or other
subdivision of this Agreement and any reference to a Schedule by letter will
mean the appropriate Schedule attached to this Agreement and by such reference
the appropriate Schedule is incorporated into and made part of this Agreement.
The Schedules to this Agreement are as follows:

Information concerning AUGI

         Schedule "A"        AUGI Accounts Payable and Liabilities
         Schedule "B"        AUGI Accounts Receivable
         Schedule "C"        AUGI Bank Accounts
         Schedule "D"        AUGI Debts to Related Parties
         Schedule "E"        AUGI Equipment
         Schedule "F"        AUGI Financial Statements
         Schedule "G"        AUGI Insurance Policies
         Schedule "H"        AUGI Inventory
         Schedule "I"        AUGI Material Contracts

Information concerning Kraft

         Schedule "J"        Kraft Accounts Payable and Liabilities
         Schedule "K"        Kraft Accounts Receivable
         Schedule "L"        Kraft Bank Accounts
         Schedule "M"        Kraft Debts to Related Parties
         Schedule "N"        Kraft Equipment
         Schedule "O"        Kraft Financial Statements
         Schedule "P"        Kraft Insurance Policies
         Schedule "Q"        Kraft Inventory


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                                      -6-


         Schedule "R"        Kraft Material Contracts
         Schedule "S"        Kraft Related Party Debts

Additional Information and Documents

         Schedule "T"        AUGI Derivative Securities

Severability of Clauses

1.4 If any part of this Agreement is declared or held to be invalid for any
reason, such invalidity will not affect the validity of the remainder which will
continue in full force and effect and be construed as if this Agreement had been
executed without the invalid portion, and it is hereby declared the intention of
the parties that this Agreement would have been executed without reference to
any portion which may, for any reason, be hereafter declared or held to be
invalid.

                                    ARTICLE 2
                                 THE ACQUISITION

Sale of Shares

2.1 The Kraft Shareholders hereby agree to sell to AUGI the Kraft Shares in
exchange for the Acquisition Shares on the Closing Date and to transfer to AUGI
on the Closing Date a 47.5% undivided interest in and to the Kraft Shares free
from all liens, mortgages, charges, pledges, encumbrances or other burdens with
all rights now or thereafter attached thereto.

Allocation of Consideration

2.2 The Acquisition Shares shall be allocated to the Kraft Shareholders on the
basis of 20 Acquisition Shares for each one Kraft Share held by a Kraft
Shareholder as set forth in Schedule 2.2 attached hereto.

Adherence with Applicable Securities Laws

2.2 The Kraft Shareholders agree that they are acquiring the Acquisition Shares
for investment purposes and will not offer, sell or otherwise transfer, pledge
or hypothecate any of the Acquisition Shares issued to them (other than pursuant
to an effective Registration Statement under the Securities Act of 1933, as
amended) directly or indirectly unless:

            (a)   the sale is to AUGI;

            (b)   the sale is made pursuant to the exemption from registration
                  under the Securities Act of 1933, as amended, provided by Rule
                  144 thereunder; or

            (c)   the Acquisition Shares are sold in a transaction that does not
                  require registration under the Securities Act of 1933, as
                  amended, or any applicable United States state laws and
                  regulations governing the offer and sale of securities, and
                  the vendor has furnished to AUGI an opinion of counsel to that
                  effect or such other written opinion as may be reasonably
                  required by AUGI.

         The Kraft Shareholders acknowledge that the certificates representing
the Acquisition Shares shall bear the following legend:

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                                      -7-



                  NO SALE, OFFER TO SELL, OR TRANSFER OF THE SHARES REPRESENTED
                  BY THIS CERTIFICATE SHALL BE MADE UNLESS A REGISTRATION
                  STATEMENT UNDER THE FEDERAL SECURITIES ACT OF 1933, AS
                  AMENDED, IN RESPECT OF SUCH SHARES IS THEN IN EFFECT OR AN
                  EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SAID ACT IS
                  THEN IN FACT APPLICABLE TO SAID SHARES.


                                    ARTICLE 3
                         REPRESENTATIONS AND WARRANTIES
                                     OF AUGI

Representations and Warranties

3.1 AUGI hereby represents and warrants in all material respects to Kraft and
the Kraft Shareholders, with the intent that Kraft and the Kraft Shareholders
will rely thereon in entering into this Agreement and in approving and
completing the transactions contemplated hereby, that:

AUGI - Corporate Status and Capacity

            (a)   Incorporation. AUGI is a corporation duly incorporated and
                  upon filing and paying the franchise tax with the state of
                  Delaware AUGI will be validly subsisting under the laws of the
                  State of Delaware and in good standing with the office of the
                  Secretary of State for the State of Delaware;

            (b)   Carrying on Business. AUGI conducts the business described in
                  its filings with the Securities and Exchange Commission and
                  does not conduct any other business. AUGI is duly authorized
                  to carry on such business in New York, New York. The nature of
                  the AUGI Business does not require AUGI to register or
                  otherwise be qualified to carry on business in any other
                  jurisdictions;

            (c)   Corporate Capacity. AUGI has the corporate power, capacity and
                  authority to own the AUGI Assets and to enter into and
                  complete this Agreement;

            (d)   Reporting Status; Listing. AUGI is required to file current
                  reports with the Securities and Exchange Commission pursuant
                  to section 15(d) of the Securities Exchange Act of 1934, the
                  AUGI Common Shares are quoted on the Pink Sheets, and all
                  reports required to be filed by AUGI with the Securities and
                  Exchange Commission or NASD have been filed;

AUGI - Capitalization

            (e)   Authorized Capital. The authorized capital of AUGI consists of
                  40,000,000 AUGI Common Shares, $0.01 par value and 2,455,094
                  shares of preferred stock. $0.01 par value, of which
                  10,877,499 AUGI Common Shares, and 303,599 shares of preferred
                  stock are presently issued and outstanding;

            (f)   No Option, Warrant or Other Right. Except as set forth on
                  Schedule "T", no person, firm or corporation has any
                  agreement, option, warrant, preemptive right or any other
                  right capable of becoming an agreement, option, warrant or
                  right for the acquisition of AUGI Common Shares or for the
                  purchase, subscription or issuance of any of the unissued
                  shares in the capital of AUGI;


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                                      -8-


AUGI - Records and Financial Statements

            (g)   Charter Documents. The charter documents of AUGI and its
                  subsidiaries have not been altered since the incorporation of
                  each, respectively, except as filed in the record books of
                  AUGI or its subsidiaries, as the case may be;

            (h)   Corporate Minute Books. The corporate minute books of AUGI and
                  its subsidiaries are complete and each of the minutes
                  contained therein accurately reflect the actions that were
                  taken at a duly called and held meeting or by consent without
                  a meeting. All actions by AUGI and its subsidiaries which
                  required director or shareholder approval are reflected on the
                  corporate minute books of AUGI and its subsidiaries. AUGI and
                  its subsidiaries are not in violation or breach of, or in
                  default with respect to, any term of their respective
                  Certificates of Incorporation (or other charter documents) or
                  by-laws.

            (i)   AUGI Financial Statements. The AUGI Financial Statements
                  present fairly, in all material respects, the assets and
                  liabilities (whether accrued, absolute, contingent or
                  otherwise) of AUGI, on a consolidated basis, as of the
                  respective dates thereof, and the sales and earnings of the
                  AUGI Business during the periods covered thereby, in all
                  material respects and have been prepared in substantial
                  accordance with generally accepted accounting principles
                  consistently applied;

            (j)   AUGI Accounts Payable and Liabilities. There are no material
                  liabilities, contingent or otherwise, of AUGI or its
                  subsidiaries which are not disclosed in Schedule "A" hereto or
                  reflected in the AUGI Financial Statements except those
                  incurred in the ordinary course of business since the date of
                  the said schedule and the AUGI Financial Statements, and
                  neither AUGI nor its subsidiaries have guaranteed or agreed to
                  guarantee any debt, liability or other obligation of any
                  person, firm or corporation. Without limiting the generality
                  of the foregoing, all accounts payable and liabilities of AUGI
                  as of December 31, 2005, are described in Schedule "A" hereto;

            (k)   AUGI Accounts Receivable. All the AUGI Accounts Receivable
                  result from bona fide business transactions and services
                  actually rendered without, to the knowledge and belief of
                  AUGI, any claim by the obligor for set-off or counterclaim.
                  Without limiting the generality of the foregoing, all accounts
                  receivable of AUGI as of December 31, 2005, are described in
                  Schedule "B" hereto;

            (l)   AUGI Bank Accounts. All of the AUGI Bank Accounts, their
                  location, numbers and the authorized signatories thereto are
                  as set forth in Schedule "C" hereto;

            (m)   No Debt to Related Parties. Except as disclosed in Schedule
                  "D" hereto, neither AUGI nor any of its subsidiaries is, and
                  on Closing will not be, indebted to any affiliate, director or
                  officer of AUGI except accounts payable on account of bona
                  fide business transactions of AUGI incurred in normal course
                  of the AUGI Business, including employment agreements, none of
                  which are more than 30 days in arrears;

            (n)   No Related Party Debt to AUGI. No director or officer or
                  affiliate of AUGI is now indebted to or under any financial
                  obligation to AUGI or any subsidiary on any account
                  whatsoever, except for advances on account of travel and other
                  expenses not exceeding $1,000 in total;

            (o)   No Dividends. No dividends or other distributions on any
                  shares in the capital of AUGI have been made, declared or
                  authorized since the date of AUGI Financial Statements;


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                                      -9-


            (p)   No Payments. No payments of any kind have been made or
                  authorized since the date of the AUGI Financial Statements to
                  or on behalf of officers, directors, shareholders or employees
                  of AUGI or its subsidiaries or under any management agreements
                  with AUGI or its subsidiaries, except payments made in the
                  ordinary course of business and at the regular rates of salary
                  or other remuneration payable to them;

            (q)   No Pension Plans. There are no pension, profit sharing, group
                  insurance or similar plans or other deferred compensation
                  plans affecting AUGI;

            (r)   No Adverse Events. Since the date of the AUGI Financial
                  Statements

                  (i)   there has not been any material adverse change in the
                        consolidated financial position or condition of AUGI,
                        its subsidiaries, its liabilities or the AUGI Assets or
                        any damage, loss or other change in circumstances
                        materially affecting AUGI, the AUGI Business or the AUGI
                        Assets or AUGI' right to carry on the AUGI Business,
                        other than changes in the ordinary course of business,

                  (ii)  there has not been any damage, destruction, loss or
                        other event (whether or not covered by insurance)
                        materially and adversely affecting AUGI, its
                        subsidiaries, the AUGI Business or the AUGI Assets,

                  (iii) there has not been any material increase in the
                        compensation payable or to become payable by AUGI to any
                        of AUGI' officers, employees or agents or any bonus,
                        payment or arrangement made to or with any of them,

                  (iv)  the AUGI Business has been and continues to be carried
                        on in the ordinary course,

                  (v)   AUGI has not waived or surrendered any right of material
                        value,

                  (vi)  neither AUGI nor its subsidiaries have discharged or
                        satisfied or paid any lien or encumbrance or obligation
                        or liability other than current liabilities in the
                        ordinary course of business, and

                  (vii) no capital expenditures in excess of $10,000
                        individually or $30,000 in total have been authorized or
                        made.

AUGI - Income Tax Matters

            (s)   Tax Returns. Except for the form 1120s for the years ended
                  2002, 2003 and 2004 to be filed with the Internal Revenue
                  Service, all tax returns and reports of AUGI and its
                  subsidiaries required by law to be filed have been filed and
                  are true, complete and correct, and any taxes payable in
                  accordance with any return filed by AUGI and its subsidiaries
                  or in accordance with any notice of assessment or reassessment
                  issued by any taxing authority have been so paid;

            (t)   Current Taxes. Adequate provisions have been made for taxes
                  payable for the current period for which tax returns are not
                  yet required to be filed and there are no agreements, waivers,
                  or other arrangements providing for an extension of time with
                  respect to the filing of any tax return by, or payment of, any
                  tax, governmental charge or deficiency by AUGI or its
                  subsidiaries. AUGI is not aware of any contingent tax
                  liabilities or any grounds which would prompt a reassessment
                  including aggressive treatment of income and expenses in
                  filing earlier tax returns;


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                                      -10-


AUGI - Applicable Laws and Legal Matters

            (u)   Licenses. AUGI and its subsidiaries hold all licenses and
                  permits as may be requisite for carrying on the AUGI Business
                  in the manner in which it has heretofore been carried on,
                  which licenses and permits have been maintained and continue
                  to be in good standing except where the failure to obtain or
                  maintain such licenses or permits would not have a material
                  adverse effect on the AUGI Business;

            (v)   Applicable Laws. Neither AUGI nor its subsidiaries have been
                  charged with or received notice of breach of any laws,
                  ordinances, statutes, regulations, by-laws, orders or decrees
                  to which they are subject or which apply to them the violation
                  of which would have a material adverse effect on the AUGI
                  Business, and neither AUGI nor its subsidiaries are in breach
                  of any laws, ordinances, statutes, regulations, bylaws, orders
                  or decrees the contravention of which would result in a
                  material adverse impact on the AUGI Business;

            (w)   Pending or Threatened Litigation. There is no material
                  litigation or administrative or governmental proceeding
                  pending or threatened against or relating to AUGI, its
                  subsidiaries, the AUGI Business, or any of the AUGI Assets nor
                  does AUGI have any knowledge of any deliberate act or omission
                  of AUGI or its subsidiaries that would form any material basis
                  for any such action or proceeding;

            (x)   No Bankruptcy. Neither AUGI nor its subsidiaries have made any
                  voluntary assignment or proposal under applicable laws
                  relating to insolvency and bankruptcy and no bankruptcy
                  petition has been filed or presented against AUGI or its
                  subsidiaries and no order has been made or a resolution passed
                  for the winding-up, dissolution or liquidation of AUGI or its
                  subsidiaries;

            (y)   Labor Matters. Neither AUGI nor its subsidiaries are party to
                  any collective agreement relating to the AUGI Business with
                  any labor union or other association of employees and no part
                  of the AUGI Business has been certified as a unit appropriate
                  for collective bargaining or, to the knowledge of AUGI, has
                  made any attempt in that regard;

            (z)   Finder's Fees. Neither AUGI nor its subsidiaries are party to
                  any agreement which provides for the payment of finder's fees,
                  brokerage fees, commissions or other fees or amounts which are
                  or may become payable to any third party in connection with
                  the execution and delivery of this Agreement and the
                  transactions contemplated herein;

Execution and Performance of Agreement

      (aa)  Authorization and Enforceability. The execution and delivery of this
            Agreement, and the completion of the transactions contemplated
            hereby, have been duly and validly authorized by all necessary
            corporate action on the part of AUGI;

      (bb)  No Violation or Breach. The execution and performance of this
            Agreement will not:

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                                      -11-



            (i)   violate the charter documents of AUGI or result in any breach
                  of, or default under, any loan agreement, mortgage, deed of
                  trust, or any other agreement to which AUGI or its
                  subsidiaries are party,

            (ii)  give any person any right to terminate or cancel any agreement
                  including, without limitation, the AUGI Material Contracts, or
                  any right or rights enjoyed by AUGI or its subsidiaries,

            (iii) result in any alteration of AUGI' or its subsidiaries'
                  obligations under any agreement to which AUGI or its
                  subsidiaries are party including, without limitation, the AUGI
                  Material Contracts,

            (iv)  result in the creation or imposition of any lien, encumbrance
                  or restriction of any nature whatsoever in favor of a third
                  party upon or against the AUGI Assets,

            (v)   result in the imposition of any tax liability to AUGI or its
                  subsidiaries relating to the AUGI Assets, or

            (vi)  violate any court order or decree to which either AUGI or its
                  subsidiaries are subject;

The AUGI Assets - Ownership and Condition

      (cc)  Business Assets. The AUGI Assets comprise all of the property and
            assets of the AUGI Business, and no other person, firm or
            corporation owns any assets used by AUGI or its subsidiaries in
            operating the AUGI Business, whether under a lease, rental agreement
            or other arrangement, other than as disclosed in Schedules "E" or
            "H" hereto;

      (dd)  Title. AUGI or its subsidiaries are the legal and beneficial owner
            of the AUGI Assets, free and clear of all mortgages, liens, charges,
            pledges, security interests, encumbrances or other claims
            whatsoever, save and except as disclosed in Schedules "E" or "H"
            hereto;

      (ee)  No Option. No person, firm or corporation has any agreement or
            option or a right capable of becoming an agreement for the purchase
            of any of the AUGI Assets;

      (ff)  AUGI Insurance Policies. AUGI and its subsidiaries maintain the
            public liability insurance and insurance against loss or damage to
            the AUGI Assets and the AUGI Business as described in Schedule "G"
            hereto;

      (gg)  AUGI Material Contracts. The AUGI Material Contracts listed in
            Schedule "I" constitute all of the material contracts of AUGI and
            its subsidiaries;

      (hh)  No Default. There has not been any default in any material
            obligation of AUGI or any other party to be performed under any of
            the AUGI Material Contracts, each of which is in good standing and
            in full force and effect and unamended (except as disclosed in
            Schedule "I" hereto), and AUGI is not aware of any default in the
            obligations of any other party to any of the AUGI Material
            Contracts;

      (ii)  No Compensation on Termination. There are no agreements, commitments
            or understandings relating to severance pay or separation allowances
            on termination of employment of any employee of AUGI or its
            subsidiaries. Neither AUGI nor its subsidiaries are obliged to pay
            benefits or share profits with any employee after termination of
            employment except as required by law;


<PAGE>
                                      -12-


AUGI Assets - AUGI Equipment

      (jj)  AUGI Equipment. The AUGI Equipment has been maintained in a manner
            consistent with that of a reasonably prudent owner and such
            equipment is in good working condition;

AUGI Assets - AUGI Goodwill and Other Assets

      (kk)  AUGI Goodwill. AUGI and its subsidiaries does not carry on the AUGI
            Business under any other business or trade names. AUGI does not have
            any knowledge of any infringement by AUGI or its subsidiaries of any
            patent, trademarks, copyright or trade secret;

The AUGI Business

      (ll)  Maintenance of Business. Since the date of the AUGI Financial
            Statements, AUGI and its subsidiaries have not entered into any
            material agreement or commitment except in the ordinary course and
            except as disclosed herein;

      (mm)  Subsidiaries. AUGI does not own any subsidiaries and does not
            otherwise own, directly or indirectly, any shares or interest in any
            other corporation, partnership, joint venture or firm; and

AUGI - Acquisition Shares

      (nn)  Acquisition Shares. The Acquisition Shares when delivered to the
            Kraft Shareholders pursuant to the Acquisition shall be validly
            issued and outstanding as fully paid and non-assessable shares and
            the Acquisition Shares shall be transferable upon the books of AUGI,
            in all cases subject to the provisions and restrictions of all
            applicable securities laws.

Non-Merger and Survival

3.2 The representations and warranties of AUGI contained herein will be true at
and as of Closing in all material respects as though such representations and
warranties were made as of such time. Notwithstanding the completion of the
transactions contemplated hereby, the waiver of any condition contained herein
(unless such waiver expressly releases a party from any such representation or
warranty) or any investigation made by Kraft or the Kraft Shareholders, the
representations and warranties of AUGI shall survive the Closing.

Indemnity

3.3 AUGI agrees to indemnify and save harmless Kraft and the Kraft Shareholders
from and against any and all claims, demands, actions, suits, proceedings,
assessments, judgments, damages, costs, losses and expenses, including any
payment made in good faith in settlement of any claim (subject to the right of
AUGI to defend any such claim), resulting from the breach by it of any
representation or warranty made under this Agreement or from any
misrepresentation in or omission from any certificate or other instrument
furnished or to be furnished by AUGI to Kraft or the Kraft Shareholders
hereunder.

<PAGE>
                                      -13-



                                    ARTICLE 4
                                COVENANTS OF AUGI

Covenants

4.1   AUGI covenants and agrees with Kraft and the Kraft Shareholders that it
      will:

      (a)   Conduct of Business. Until the Closing, conduct the AUGI Business
            diligently and in the ordinary course consistent with the manner in
            which the AUGI Business generally has been operated up to the date
            of execution of this Agreement;

      (b)   Preservation of Business. Until the Closing, use its best efforts to
            preserve the AUGI Business and the AUGI Assets and, without
            limitation, preserve for Kraft AUGI's and its subsidiaries'
            relationships with any third party having business relations with
            them;

      (c)   Access. Until the Closing, give Kraft, the Kraft Shareholders, and
            their representatives full access to all of the properties, books,
            contracts, commitments and records of AUGI, and furnish to Kraft,
            the Kraft Shareholders and their representatives all such
            information as they may reasonably request; and

      (d)   Procure Consents. Until the Closing, take all reasonable steps
            required to obtain, prior to Closing, any and all third party
            consents required to permit the Acquisition and to preserve and
            maintain the AUGI Assets notwithstanding the change in control of
            Kraft arising from the Acquisition.


Authorization

4.2 AUGI hereby agrees to authorize and direct any and all federal, state,
municipal, foreign and international governments and regulatory authorities
having jurisdiction respecting AUGI and its subsidiaries to release any and all
information in their possession respecting AUGI and its subsidiaries to the
Kraft Shareholders. AUGI shall promptly execute and deliver to the Kraft
Shareholders any and all consents to the release of information and specific
authorizations which the Kraft Shareholders reasonably requires to gain access
to any and all such information.

Survival

4.3 The covenants set forth in this Article shall survive the Closing for the
benefit of Kraft and the Kraft Shareholders.


                                    ARTICLE 5
                        REPRESENTATIONS AND WARRANTIES OF
                             THE KRAFT SHAREHOLDERS

Representations and Warranties

5.1 The Kraft Shareholders hereby jointly and severally represent and warrant in
all material respects to AUGI, with the intent that it will rely thereon in
entering into this Agreement and in approving and completing the transactions
contemplated hereby, that:

Kraft - Company Status and Capacity


<PAGE>
                                      -14-


      (a)   Formation. Kraft is a company duly formed and validly subsisting
            under the laws of Hungary;

      (b)   Carrying on Business. Kraft carries on the Kraft Business primarily
            in Hungary and does not carry on any material business activity in
            any other jurisdiction. Kraft is duly authorized to carry on the
            Kraft Business in Hungary. The nature of the Kraft Business does not
            require Kraft to register or otherwise be qualified to carry on
            business in any other jurisdiction;

      (c)   Legal Capacity. Kraft has the legal power, capacity and authority to
            own Kraft Assets, to carry on the Business of Kraft and to enter
            into and complete this Agreement;

Kraft - Capitalization

      (d)   Authorized Capital. The authorized capital of Kraft consists of
            5,000 shares of capital stock;

      (e)   Ownership of Kraft Shares. The issued and outstanding share capital
            of Kraft will on Closing consist of 5,000 shares, each with HUF
            10,000 par value, each ordinary registered shares (equivalent to
            common stock under Delaware law) (being the Kraft Shares), which
            shares on Closing shall be validly issued and outstanding as fully
            paid and non-assessable shares. The Kraft Shareholders will be at
            Closing the registered and beneficial owners of the 5,000 Kraft
            Shares. The Kraft Shares owned by the Kraft Shareholders will on
            Closing be free and clear of any and all liens, charges, pledges,
            encumbrances, restrictions on transfer and adverse claims
            whatsoever;

      (f)   No Option, Warrant or Other Right. No person, firm or corporation
            has any agreement, option, warrant, preemptive right or any other
            right capable of becoming an agreement, option, warrant or right for
            the acquisition of Kraft Shares held by the Kraft Shareholders or
            for the purchase, subscription or issuance of any of the unissued
            shares in the capital of Kraft;

      (g)   No Restrictions. There are no restrictions on the transfer, sale or
            other disposition of Kraft Shares contained in the charter documents
            of Kraft or under any agreement;

Kraft - Records and Financial Statements

      (h)   Charter Documents. The charter documents of Kraft have not been
            altered since its formation date, except as filed in the record
            books of Kraft;

      (i)   Minute Books. The minute books of Kraft are complete and each of the
            minutes contained therein accurately reflect the actions that were
            taken at a duly called and held meeting or by consent without a
            meeting. All actions by Kraft which required director or shareholder
            approval are reflected on the corporate minute books of Kraft. Kraft
            is not in violation or breach of, or in default with respect to, any
            term of its Certificate of Incorporation (or other charter
            documents) or by-laws.

      (j)   Kraft Financial Statements. The Kraft Financial Statements present
            fairly, in all material respects, the assets and liabilities
            (whether accrued, absolute, contingent or otherwise) of Kraft as of
            the date thereof, and the sales and earnings of the Kraft Business
            during the periods covered thereby, in all material respects, and
            have been prepared in substantial accordance with generally accepted
            accounting principles consistently applied;


<PAGE>
                                      -15-


      (k)   Kraft Accounts Payable and Liabilities. There are no material
            liabilities, contingent or otherwise, of Kraft which are not
            disclosed in Schedule "J" hereto or reflected in the Kraft Financial
            Statements except those incurred in the ordinary course of business
            since the date of the said schedule and the Kraft Financial
            Statements, and Kraft has not guaranteed or agreed to guarantee any
            debt, liability or other obligation of any person, firm or
            corporation. Without limiting the generality of the foregoing, all
            accounts payable and liabilities of Kraft as of March 31, 2004 are
            described in Schedule "J" hereto;

      (l)   Kraft Accounts Receivable. All the Kraft Accounts Receivable result
            from bona fide business transactions and services actually rendered
            without, to the knowledge and belief of the Kraft Shareholders, any
            claim by the obligor for set-off or counterclaim. Without limiting
            the generality of the foregoing, all accounts receivable of Kraft as
            of December 31, 2005, are described in Schedule "K" hereto;

      (m)   Kraft Bank Accounts. All of the Kraft Bank Accounts, their location,
            numbers and the authorized signatories thereto are as set forth in
            Schedule "L" hereto;

      (n)   No Debt to Related Parties. Except as disclosed in Schedule "M"
            hereto, Kraft is not and on Closing will not be, indebted to the
            Kraft Shareholders nor to any family member thereof, nor to any
            affiliate, director or officer of Kraft or the Kraft Shareholders
            except accounts payable on account of bona fide business
            transactions of Kraft incurred in normal course of Kraft Business,
            including employment agreements with the Kraft Shareholders, none of
            which are more than 30 days in arrears;

      (o)   No Related Party Debt to Kraft. Except as set forth on Schedule "M"
            hereto, no Kraft Shareholder nor any director, officer or affiliate
            of Kraft is now indebted to or under any financial obligation to
            Kraft on any account whatsoever, except for advances on account of
            travel and other expenses not exceeding $5,000 in total;

      (p)   No Dividends. No dividends or other distributions on any shares in
            the capital of Kraft have been made, declared or authorized since
            the date of the Kraft Financial Statements;

      (q)   No Payments. No payments of any kind have been made or authorized
            since the date of the Kraft Financial Statements to or on behalf of
            the Kraft Shareholders or to or on behalf of officers, directors,
            shareholders or employees of Kraft or under any management
            agreements with Kraft, except payments made in the ordinary course
            of business and at the regular rates of salary or other remuneration
            payable to them;

      (r)   No Pension Plans. There are no pension, profit sharing, group
            insurance or similar plans or other deferred compensation plans
            affecting Kraft, except as set forth in the Kraft Financial
            Statements;

      (s)   No Adverse Events. Since the date of the Kraft Financial Statements:

            (i)   there has not been any material adverse change in the
                  consolidated financial position or condition of Kraft, its
                  liabilities or the Kraft Assets or any damage, loss or other
                  change in circumstances materially affecting Kraft, the Kraft
                  Business or the Kraft Assets or Kraft's right to carry on the
                  Kraft Business, other than changes in the ordinary course of
                  business,


<PAGE>
                                      -16-


            (ii)  there has not been any damage, destruction, loss or other
                  event (whether or not covered by insurance) materially and
                  adversely affecting Kraft, the Kraft Business or the Kraft
                  Assets,

            (iii) there has not been any material increase in the compensation
                  payable or to become payable by Kraft to the Kraft
                  Shareholders or to any of Kraft's officers, employees or
                  agents or any bonus, payment or arrangement made to or with
                  any of them,

            (iv)  the Kraft Business has been and continues to be carried on in
                  the ordinary course,

            (v)   Kraft has not waived or surrendered any right of material
                  value,

            (vi)  Kraft has not discharged or satisfied or paid any lien or
                  encumbrance or obligation or liability other than current
                  liabilities in the ordinary course of business, and

            (vii) no capital expenditures in excess of $10,000 individually or
                  $30,000 in total have been authorized or made;

Kraft - Income Tax Matters

      (t)   Tax Returns. All tax returns and reports of Kraft required by law to
            be filed have been filed and are true, complete and correct, and any
            taxes payable in accordance with any return filed by Kraft or in
            accordance with any notice of assessment or reassessment issued by
            any taxing authority have been so paid;

      (u)   Current Taxes. Adequate provisions have been made for taxes payable
            for the current period for which tax returns are not yet required to
            be filed and there are no agreements, waivers, or other arrangements
            providing for an extension of time with respect to the filing of any
            tax return by, or payment of, any tax, governmental charge or
            deficiency by Kraft. Kraft is not aware of any contingent tax
            liabilities or any grounds which would prompt a reassessment
            including aggressive treatment of income and expenses in filing
            earlier tax returns;

Kraft - Applicable Laws and Legal Matters

      (v)   Licenses. Kraft holds all licenses and permits as may be requisite
            for carrying on the Kraft Business in the manner in which it has
            heretofore been carried on, which licenses and permits have been
            maintained and continue to be in good standing except where the
            failure to obtain or maintain such licenses or permits would not
            have a material adverse effect on the Kraft Business;

      (w)   Applicable Laws. Kraft has not been charged with or received notice
            of breach of any laws, ordinances, statutes, regulations, by-laws,
            orders or decrees to which they are subject or which applies to them
            the violation of which would have a material adverse effect on the
            Kraft Business, and, to the knowledge of the Kraft Shareholders,
            Kraft is not in breach of any laws, ordinances, statutes,
            regulations, by-laws, orders or decrees the contravention of which
            would result in a material adverse impact on the Kraft Business;


<PAGE>
                                      -17-


      (x)   Pending or Threatened Litigation. There is no material litigation or
            administrative or governmental proceeding pending or threatened
            against or relating to Kraft, the Kraft Business, or any of the
            Kraft Assets, nor do the Kraft Shareholders have any knowledge of
            any deliberate act or omission of Kraft that would form any material
            basis for any such action or proceeding;

      (y)   No Bankruptcy. Kraft has not made any voluntary assignment or
            proposal under applicable laws relating to insolvency and bankruptcy
            and no bankruptcy petition has been filed or presented against Kraft
            and no order has been made or a resolution passed for the
            winding-up, dissolution or liquidation of Kraft;

      (z)   Labor Matters. Kraft is not party to any collective agreement
            relating to the Kraft Business with any labor union or other
            association of employees and no part of the Kraft Business has been
            certified as a unit appropriate for collective bargaining or, to the
            knowledge of the Kraft Shareholders, has made any attempt in that
            regard;

      (aa)  Finder's Fees. Other than an agreement with Niklai & Partners in
            connection with raising capital in Hungary, such that Niklai &
            Partners will become eligible to receive 7.5% of the capital raised
            in Hungary, in the event that such capital will be added to the US
            $5,250,000 raised in the US, or 10% in the event that capital raised
            in Hungary will be included in the US $5,250,000 to be raised in the
            US, Kraft is not a party to any agreement which provides for the
            payment of finder's fees, brokerage fees, commissions or other fees
            or amounts which are or may become payable to any third party in
            connection with the execution and delivery of this Agreement and the
            transactions contemplated herein;

Execution and Performance of Agreement

      (bb)  Authorization and Enforceability. The execution and delivery of this
            Agreement, and the completion of the transactions contemplated
            hereby, have been duly and validly authorized by all necessary
            corporate action on the part of Kraft;

      (cc)  No Violation or Breach. The execution and performance of this
            Agreement will not

            (i)   violate the charter documents of Kraft or result in any breach
                  of, or default under, any loan agreement, mortgage, deed of
                  trust, or any other agreement to which Kraft is a party,

            (ii)  give any person any right to terminate or cancel any agreement
                  including, without limitation, Kraft Material Contracts, or
                  any right or rights enjoyed by Kraft,

            (iii) result in any alteration of Kraft's obligations under any
                  agreement to which Kraft is a party including, without
                  limitation, the Kraft Material Contracts,

            (iv)  result in the creation or imposition of any lien, encumbrance
                  or restriction of any nature whatsoever in favor of a third
                  party upon or against the Kraft Assets,

            (v)   result in the imposition of any tax liability to Kraft
                  relating to Kraft Assets or the Kraft Shares, or


<PAGE>
                                      -18-


            (vi)  violate any court order or decree to which either Kraft is
                  subject;

Kraft Assets - Ownership and Condition

      (dd)  Business Assets. The Kraft Assets, comprise all of the property and
            assets of the Kraft Business, and neither the Kraft Shareholders nor
            any other person, firm or corporation owns any assets used by Kraft
            in operating the Kraft Business, whether under a lease, rental
            agreement or other arrangement, other than as disclosed in Schedules
            "N" or "Q" hereto;

      (ee)  Title. Kraft is the legal and beneficial owner of the Kraft Assets,
            free and clear of all mortgages, liens, charges, pledges, security
            interests, encumbrances or other claims whatsoever, save and except
            as disclosed in Schedules "N" or "Q" hereto;

      (ff)  No Option. No person, firm or corporation has any agreement or
            option or a right capable of becoming an agreement for the purchase
            of any of the Kraft Assets;

      (gg)  Kraft Insurance Policies. Kraft maintains the public liability
            insurance and insurance against loss or damage to the Kraft Assets
            and the Kraft Business as described in Schedule "P" hereto;

      (hh)  Kraft Material Contracts. The Kraft Material Contracts listed in
            Schedule "R" constitute all of the material contracts of Kraft;

      (ii)  No Default. There has not been any default in any material
            obligation of Kraft or any other party to be performed under any of
            Kraft Material Contracts, each of which is in good standing and in
            full force and effect and unamended (except as disclosed in Schedule
            "R"), and Kraft is not aware of any default in the obligations of
            any other party to any of the Kraft Material Contracts;

      (jj)  No Compensation on Termination. There are no agreements, commitments
            or understandings relating to severance pay or separation allowances
            on termination of employment of any employee of Kraft. Kraft is not
            obliged to pay benefits or share profits with any employee after
            termination of employment except as required by law;

Kraft Assets - Kraft Equipment

      (kk)  Kraft Equipment. The Kraft Equipment has been maintained in a manner
            consistent with that of a reasonably prudent owner and such
            equipment is in good working condition;

Kraft Assets - Kraft Goodwill and Other Assets

      (ll)  Kraft Goodwill. Kraft carries on the Kraft Business only under the
            name " Kraft Rt." and variations thereof and under no other business
            or trade names. The Kraft Shareholders do not have any knowledge of
            any infringement by Kraft of any patent, trademark, copyright or
            trade secret;

The Business of Kraft

      (mm)  Maintenance of Business. Since the date of the Kraft Financial
            Statements, the Kraft Business has been carried on in the ordinary
            course and Kraft has not entered into any material agreement or
            commitment except in the ordinary course; and


<PAGE>
                                      -19-


      (nn)  Subsidiaries. Kraft does not own any subsidiaries and does not
            otherwise own, directly or indirectly, any shares or interest in any
            other corporation, partnership, joint venture or firm and Kraft does
            not own any subsidiary and does not otherwise own, directly or
            indirectly, any shares or interest in any other corporation,
            partnership, joint venture or firm.

Non-Merger and Survival

5.2 The representations and warranties of Kraft contained herein will be true at
and as of Closing in all material respects as though such representations and
warranties were made as of such time. Notwithstanding the completion of the
transactions contemplated hereby, the waiver of any condition contained herein
(unless such waiver expressly releases a party from any such representation or
warranty) or any investigation made by AUGI, the representations and warranties
of Kraft shall survive the Closing.

Indemnity

5.3 The Kraft Shareholders agree to indemnify and save harmless AUGI from and
against any and all claims, demands, actions, suits, proceedings, assessments,
judgments, damages, costs, losses and expenses, including any payment made in
good faith in settlement of any claim (collectively, the "Claims") (subject to
the right of the Kraft Shareholders to defend any such claim), resulting from
the breach by any of them of any representation or warranty of such party made
under this Agreement or from any misrepresentation in or omission from any
certificate or other instrument furnished or to be furnished by Kraft or the
Kraft Shareholders to AUGI hereunder; provided, however, the Kraft Shareholders
shall not be required to indemnify AUGI for any such Claims in excess of the
value of the Kraft Shares.


                                    ARTICLE 6
                             COVENANTS OF KRAFT AND
                             THE KRAFT SHAREHOLDERS

Covenants

6.1   Kraft and the Kraft Shareholders covenant and agree with AUGI that they
      will:

      (a)   Conduct of Business. Until the Closing, conduct the Kraft Business
            diligently and in the ordinary course consistent with the manner in
            which the Kraft Business generally has been operated up to the date
            of execution of this Agreement;

      (b)   Preservation of Business. Until the Closing, use their best efforts
            to preserve the Kraft Business and the Kraft Assets and, without
            limitation, preserve for AUGI Kraft's relationships with their
            suppliers, customers and others having business relations with them;

      (c)   Access. Until the Closing, give AUGI and its representatives full
            access to all of the properties, books, contracts, commitments and
            records of Kraft relating to Kraft, the Kraft Business and the Kraft
            Assets, and furnish to AUGI and its representatives all such
            information as they may reasonably request;

      (d)   Procure Consents. Until the Closing, take all reasonable steps
            required to obtain, prior to Closing, any and all third party
            consents required to permit the Acquisition and to preserve and
            maintain the Kraft Assets, including the Kraft Material Contracts,
            notwithstanding the change in control of Kraft arising from the
            Acquisition;


<PAGE>
                                      -20-


      (e)   Reporting and Internal Controls. From and after the Closing, the
            Kraft Shareholders shall forthwith take all required actions to
            implement internal controls on the business of Kraft to ensure that
            Kraft and AUGI comply with Section 13(b)(2) of the Securities and
            Exchange Act of 1934;

      (f)   1934 Act Reports. From and after the Closing Date, take all such
            steps as are necessary to discharge all reporting obligations
            imposed upon them by the Securities Exchange Act of 1934; and

      (g)   Standstill; Proxy. From the date hereof until the Closing Date, the
            Kraft Shareholders will take no action that will in any way affect
            or negatively impact this Agreement, the Acquisition or the
            Financing and they will not take any other action with respect to
            their shares of Kraft including entering into any agreement with
            respect to the disposition of such shares unless such other party
            agrees to the terms of this Agreement. Further, provided that AUGI
            successfully completes the Financing prior to the Closing Date, each
            Kraft Shareholder constitutes and appoints Robert Rubin or such
            other designee of AUGI, his, her or its true and lawful
            attorney-in-fact and agent, acting alone, with full powers of
            substitution and resubstitution, for him, her or it and in his, her
            or its name, place and stead, in any and all capacities, to sign any
            and all documents and to take the required action to close the
            Acquisition, granting unto said attorney-in-fact and agent, each
            acting alone, full powers and authority to do and perform each and
            every act and thing requisite and necessary to be done, as fully to
            all intents and purposes as he, she or it might or could do in
            person, hereby ratifying and confirming all said attorney-in-fact
            and agent, acting alone, or his substitute or substitutes, may
            lawfully do or cause to be done by virtue hereof.

Authorization

6.2 Kraft hereby agrees to authorize and direct any and all federal, state,
municipal, foreign and international governments and regulatory authorities
having jurisdiction respecting Kraft to release any and all information in their
possession respecting Kraft to AUGI. Kraft shall promptly execute and deliver to
AUGI any and all consents to the release of information and specific
authorizations which AUGI reasonably require to gain access to any and all such
information.

Survival

6.3 The covenants set forth in this Article shall survive the Closing for the
benefit of AUGI.


                                    ARTICLE 7
                              CONDITIONS PRECEDENT

Conditions Precedent in favor of AUGI

7.1 AUGI's obligations to carry out the transactions contemplated hereby are
subject to the fulfillment of each of the following conditions precedent on or
before the Closing:

      (a)   all documents or copies of documents required to be executed and
            delivered to AUGI hereunder will have been so executed and
            delivered;

<PAGE>
                                      -21-



      (b)   all of the terms, covenants and conditions of this Agreement to be
            complied with or performed by Kraft or the Kraft Shareholders at or
            prior to the Closing will have been complied with or performed;

      (c)   title to the Kraft Shares held by the Kraft Shareholders and to the
            Kraft Assets will be free and clear of all mortgages, liens,
            charges, pledges, security interests, encumbrances or other claims
            whatsoever, save and except as disclosed herein, and the Kraft
            Shares shall be duly transferred to AUGI;

      (d)   subject to Article 8 hereof, there will not have occurred

            (i)   any material adverse change in the financial position or
                  condition of Kraft, its liabilities or the Kraft Assets or any
                  damage, loss or other change in circumstances materially and
                  adversely affecting Kraft, the Kraft Business or the Kraft
                  Assets or Kraft's right to carry on the Kraft Business, other
                  than changes in the ordinary course of business, none of which
                  has been materially adverse, or

            (ii)  any damage, destruction, loss or other event, including
                  changes to any laws or statutes applicable to Kraft or the
                  Kraft Business (whether or not covered by insurance)
                  materially and adversely affecting Kraft, the Kraft Business
                  or the Kraft Assets;

      (e)   the transactions contemplated hereby shall have been approved by all
            other regulatory authorities having jurisdiction over the subject
            matter hereof, if any

      (f)   the transactions contemplated hereby shall have been approved by the
            Board of Directors and shareholders of Kraft; and

      (g)   on or prior to the Closing Date, Kraft shall have delivered the
            Kraft Financial Statements.

Waiver by AUGI

7.2 The conditions precedent set out in the preceding section are inserted for
the exclusive benefit of AUGI and any such condition may be waived in whole or
in part by AUGI at or prior to the Closing by delivering to Kraft a written
waiver to that effect signed by AUGI. In the event that the conditions precedent
set out in the preceding section are not satisfied on or before the Closing,
AUGI shall be released from all obligations under this Agreement.

Conditions Precedent in Favor of Kraft and the Kraft Shareholders

7.3 The obligations of Kraft and the Kraft Shareholders to carry out the
transactions contemplated hereby are subject to the fulfillment of each of the
following conditions precedent on or before the Closing:

      (a)   all documents or copies of documents required to be executed and
            delivered to Kraft hereunder will have been so executed and
            delivered;

      (b)   all of the terms, covenants and conditions of this Agreement to be
            complied with or performed by AUGI at or prior to the Closing will
            have been complied with or performed;

      (c)   AUGI will have delivered the Acquisition Shares to be issued
            pursuant to the terms of the Acquisition to Kraft at the Closing and
            the Acquisition Shares will be registered on the books of AUGI in
            the name of the holder of Kraft Shares at the time of Closing;


<PAGE>
                                      -22-


      (d)   title to the Acquisition Shares will be free and clear of all
            mortgages, liens, charges, pledges, security interests, encumbrances
            or other claims whatsoever;

      (e)   subject to Article 8 hereof, there will not have occurred

            (i)   any material adverse change in the financial position or
                  condition of AUGI, its subsidiaries, their liabilities or the
                  AUGI Assets or any damage, loss or other change in
                  circumstances materially and adversely affecting AUGI, the
                  AUGI Business or the AUGI Assets or AUGI' right to carry on
                  the AUGI Business, other than changes in the ordinary course
                  of business, none of which has been materially adverse, or

            (ii)  any damage, destruction, loss or other event, including
                  changes to any laws or statutes applicable to AUGI or the AUGI
                  Business (whether or not covered by insurance) materially and
                  adversely affecting AUGI, its subsidiaries, the AUGI Business
                  or the AUGI Assets;

      (f)   the transactions contemplated hereby shall have been approved by all
            other regulatory authorities having jurisdiction over the subject
            matter hereof, if any;

      (g)   the transactions contemplated hereby shall have been approved by the
            Board of Directors of AUGI;

      (i)   on or prior to the Closing Date, close on a minimum of US $6,000,000
            financing in the form of a convertible debenture financing (the
            "Financing"), in accordance with the Term Sheet annexed hereto as
            Schedule 7.3(i);

      (h)   Zoltan Kiss shall have been appointed as the Chairman of the Board
            of the Board of Directors of AUGI;

      (i)   on or prior to the Closing Date, AUGI shall have entered into a
            settlement agreement with The Rubin Family Trust (the "Trust")
            whereby the Trust shall forgive all debt and related interest owed
            to it by AUGI in consideration of the transfer of all shares of AUGI
            received by AUGI from Michael Vox, if any, and all securities of
            Informedix Holdings, Inc., Spongtech Delivery Systems, Inc. and
            ScanTek Medical, Inc. held by AUGI and transfer of any rights held
            by AUGI with respect to any litigation that may be brought by AUGI
            against New York Medical Inc.; and

      (j)   on or prior to the Closing Date, Rubin Family Irrevocable Trust (the
            "Trust") and AUGI shall enter into a pledge agreement whereby the
            Trust shall agree to place 1,000,000 shares of AUGI common stock in
            an escrow account for a period of one (1) year from the Closing (the
            "Pledge Period"), which such shares shall be utilized to satisfy any
            claim commenced by United Parcel Service in connection with the UPS
            Note. In the event that United Parcel Service commences an action
            against AUGI with respect to the UPS Note, the Trust agrees that
            during the Pledge Period the Trust shall pledge further shares of
            AUGI common stock equal to the value of the claim divided the market
            price of AUGI at that time. The Trust shall retain the ability to
            settle any action commenced by United Parcel Service.

Waiver by Kraft and the Kraft Shareholders


<PAGE>
                                      -23-


7.4 The conditions precedent set out in the preceding section are inserted for
the exclusive benefit of Kraft and the Kraft Shareholders and any such condition
may be waived in whole or in part by Kraft or the Kraft Shareholders at or prior
to the Closing by delivering to AUGI a written waiver to that effect signed by
Kraft and the Kraft Shareholders. In the event that the conditions precedent set
out in the preceding section are not satisfied on or before the Closing, Kraft
and the Kraft Shareholders shall be released from all obligations under this
Agreement.

Nature of Conditions Precedent

7.5 The conditions precedent set forth in this Article are conditions of
completion of the transactions contemplated by this Agreement and are not
conditions precedent to the existence of a binding agreement. Each party
acknowledges receipt of the sum of $1.00 and other good and valuable
consideration as separate and distinct consideration for agreeing to the
conditions of precedent in favor of the other party or parties set forth in this
Article.

Termination

7.6 Notwithstanding any provision herein to the contrary, if the Closing does
not occur on or before 45 days from the completion and delivery of the Kraft
Financials to AUGI and Sichenzia Ross Friedman Ference LLP (the "Termination
Date"), this Agreement will be at an end and will have no further force or
effect, unless otherwise agreed upon by the parties in writing.

Confidentiality

7.7 Notwithstanding any provision herein to the contrary, the parties hereto
agree that the existence and terms of this Agreement are confidential and that
if this Agreement is terminated pursuant to the preceding section the parties
agree to return to one another any and all financial, technical and business
documents delivered to the other party or parties in connection with the
negotiation and execution of this Agreement and shall keep the terms of this
Agreement and all information and documents received from Kraft and AUGI and the
contents thereof confidential and not utilize nor reveal or release same,
provided, however, that AUGI will be required to issue a news release regarding
the execution and consummation of this Agreement and file a Current Report on
Form 8-K with the Securities and Exchange Commission respecting the proposed
Acquisition contemplated hereby together with such other documents as are
required to maintain the currency of AUGI's filings with the Securities and
Exchange Commission.



                                    ARTICLE 8
                                      RISK

Material Change in the Business of Kraft

8.1 If any material loss or damage to the Kraft Business occurs prior to Closing
and such loss or damage, in AUGI' reasonable opinion, cannot be substantially
repaired or replaced within sixty (60) days, AUGI shall, within two (2) days
following any such loss or damage, by notice in writing to Kraft, at its option,
either:

      (a)   terminate this Agreement, in which case no party will be under any
            further obligation to any other party; or

      (b)   elect to complete the Acquisition and the other transactions
            contemplated hereby, in which case the proceeds and the rights to
            receive the proceeds of all insurance covering such loss or damage
            will, as a condition precedent to AUGI' obligations to carry out the
            transactions contemplated hereby, be vested in Kraft or otherwise
            adequately secured to the satisfaction of AUGI on or before the
            Closing Date.


<PAGE>
                                      -24-


Material Change in the AUGI Business

8.2 If any material loss or damage to the AUGI Business occurs prior to Closing
and such loss or damage, in Kraft's reasonable opinion, cannot be substantially
repaired or replaced within sixty (60) days, Kraft shall, within two (2) days
following any such loss or damage, by notice in writing to AUGI, at its option,
either:

      (a)   terminate this Agreement, in which case no party will be under any
            further obligation to any other party; or

      (b)   elect to complete the Acquisition and the other transactions
            contemplated hereby, in which case the proceeds and the rights to
            receive the proceeds of all insurance covering such loss or damage
            will, as a condition precedent to Kraft's obligations to carry out
            the transactions contemplated hereby, be vested in AUGI or otherwise
            adequately secured to the satisfaction of Kraft on or before the
            Closing Date.


                                    ARTICLE 9
                                     CLOSING

Closing

9.1 The Acquisition and the other transactions contemplated by this Agreement
will be closed at the Place of Closing on Closing Date in accordance with the
closing procedure set out in this Article.

Documents to be Delivered by Kraft

9.2 On or before the Closing, Kraft and the Kraft Shareholders will deliver or
cause to be delivered to AUGI:

      (a)   the original or certified copies of the charter documents of Kraft,
            including amendments thereof, and all corporate records documents
            and instruments of Kraft, the corporate seal of Kraft and all books
            and accounts of Kraft;

      (b)   all reasonable consents or approvals required to be obtained by
            Kraft for the purposes of completing the Acquisition and preserving
            and maintaining the interests of Kraft under any and all Kraft
            Material Contracts and in relation to Kraft Assets;

      (c)   certified copies of such resolutions and minutes of the shareholders
            and directors of Kraft as are required to be passed to authorize the
            execution, delivery and implementation of this Agreement;

      (d)   an acknowledgement from Kraft and the Kraft Shareholders of the
            satisfaction of the conditions precedent set forth in section 7.3
            hereof;

      (e)   the certificates or other evidence of ownership of the Kraft Shares,
            together with such other documents or instruments required to effect
            transfer of ownership of the Kraft Shares to AUGI; and


<PAGE>
                                      -25-


(f)               such other documents as AUGI may reasonably require to give
                  effect to the terms and intention of this Agreement.

Documents to be Delivered by AUGI

9.3 On or before the Closing, AUGI shall deliver or cause to be delivered to
Kraft and the Kraft Shareholders:

      (a)   share certificates representing the Acquisition Shares duly
            registered in the names of the holders of shares of Kraft Common
            Stock;

      (b)   certified copies of such resolutions of the directors of AUGI as are
            required to be passed to authorize the execution, delivery and
            implementation of this Agreement;

      (c)   a certified copy of a resolution of the directors of AUGI dated as
            of the Closing Date appointing the nominees of Kraft as officers of
            Kraft and appointing the nominee of the Kraft Shareholders to the
            board of directors of AUGI;

      (d)   an acknowledgement from AUGI of the satisfaction of the conditions
            precedent set forth in section 7.1 hereof;

      (e)   certificate or incorporation and good standing certificate of AUGI;
            and

      (f)   such other documents as Kraft may reasonably require to give effect
            to the terms and intention of this Agreement.


                                   ARTICLE 10
                              POST-CLOSING MATTERS

            Forthwith after the Closing, AUGI, Kraft and the Kraft Shareholders,
as the case may be, agree to use all their best efforts to:

      (a)   issue a news release reporting the Closing;

      (b)   file a Form 8-K with the Securities and Exchange Commission
            disclosing the terms of this Agreement within 4 days of the Closing
            and, not more than 71 days following the filing of the Form 8-K,
            file an amended Form 8-K which includes the audited financial
            statements of Kraft as well as pro forma financial information of
            Kraft and AUGI as required by Item 310 of Regulation SB as
            promulgated by the Securities and Exchange Commission;

      (c)   file reports on Forms 13D and 3 with the Securities and Exchange
            Commission disclosing the acquisition of the Acquisition Shares by
            the Kraft Shareholders;

      (d)   prepare and deliver the Kraft Financial Statements;

      (e)   change the name of AUGI to "Energy Solutions, Inc." of such other
            name as determined by the Board of Directors of AUGI; and

      (f)   use its best efforts to enter into agreements with Terra Solar for
            the exclusive licensing rights to market Terra Solar technology in
            North America, South America , Europe and Africa and to install
            Terra Solar technology and equipment.


<PAGE>
                                      -26-


                                   ARTICLE 11
                               GENERAL PROVISIONS

Arbitration

11.1 The parties hereto shall attempt to resolve any dispute, controversy,
difference or claim arising out of or relating to this Agreement by negotiation
in good faith. If such good negotiation fails to resolve such dispute,
controversy, difference or claim within fifteen (15) days after any party
delivers to any other party a notice of its intent to submit such matter to
arbitration, then any party to such dispute, controversy, difference or claim
may submit such matter to arbitration in the City of New York, New York.

Notice

11.2 Any notice required or permitted to be given by any party will be deemed to
be given when in writing and delivered to the address for notice of the intended
recipient by personal delivery, prepaid single certified or registered mail, or
telecopier. Any notice delivered by mail shall be deemed to have been received
on the fourth business day after and excluding the date of mailing, except in
the event of a disruption in regular postal service in which event such notice
shall be deemed to be delivered on the actual date of receipt. Any notice
delivered personally or by telecopier shall be deemed to have been received on
the actual date of delivery.

Addresses for Service

11.3 The address for service of notice of each of the parties hereto is as
follows:

      (a)   AUGI:

            American United Global, Inc.
            108 Village Square, #327
            Somers, NY 10589

            Sichenzia Ross Friedman Ference LLP
            1065 Avenue of the Americas
            New York, New York 10018
            Attn:  Richard A. Friedman, Esq.
            Phone:  (212) 930-9700
            Telecopier:  (212) 930-9725


      (b)   Kraft or the Kraft Shareholders:

            Kraft Rt.
            Konkoly Thege u. 29-33
            Budapest H-1121
            Hungary
            Attention:  Laszlo Farkas/Zoltan Kiss, directors


Change of Address

11.4 Any party may, by notice to the other parties change its address for notice
to some other address in North America and will so change its address for notice
whenever the existing address or notice ceases to be adequate for delivery by
hand. A post office box may not be used as an address for service.


<PAGE>
                                      -27-


Further Assurances

11.5 Each of the parties will execute and deliver such further and other
documents and do and perform such further and other acts as any other party may
reasonably require to carry out and give effect to the terms and intention of
this Agreement.

Time of the Essence

11.6 Time is expressly declared to be the essence of this Agreement.

Entire Agreement

11.7 The provisions contained herein constitute the entire agreement among
Kraft, the Kraft Shareholders and AUGI respecting the subject matter hereof and
supersede all previous communications, representations and agreements, whether
verbal or written, among Kraft, the Kraft Shareholders and AUGI with respect to
the subject matter hereof.

Enurement

11.8 This Agreement will enure to the benefit of and be binding upon the parties
hereto and their respective heirs, executors, administrators, successors and
permitted assigns.

Assignment

11.9 This Agreement is not assignable without the prior written consent of the
parties hereto.

Counterparts

11.10 This Agreement may be executed in counterparts, each of which when
executed by any party will be deemed to be an original and all of which
counterparts will together constitute one and the same Agreement. Delivery of
executed copies of this Agreement by telecopier will constitute proper delivery,
provided that originally executed counterparts are delivered to the parties
within a reasonable time thereafter.

Applicable Law

11.11 This Agreement is subject to the laws of the State of New York.

                  [Remainder of page intentionally left blank.]


<PAGE>
                                      -28-


         IN WITNESS WHEREOF the parties have executed this Agreement effective
as of the day and year first above written.

AMERICAN UNITED GLOBAL, INC.



By: /s/Robert Rubin
    Robert Rubin, CEO



KRAFT RT.



By:/s/ Zoltan Kiss
   ---------------
   Zoltan Kiss, Director



SHAREHOLDERS OF KRAFT RT.



/s/Dr. Laszlo Farkas                            /s/Zoltan Kiss
Dr. Laszlo Farkas (525 Kraft Shares)            Zoltan Kiss (1,850 Kraft Shares)


<PAGE>
                                      -29-


Schedule 2.2

<TABLE>
<CAPTION>
--------------------------------- ---------------------------- ------------------------- -----------------------------
Name of Shareholder of Kraft Rt.   Shares of Kraft Rt. Owned      Shares of American      Shares of American United
                                                                 United Global, Inc.      Global, Inc. to be Issued
                                                                                            Upon Conversion of the
                                                                                               Preferred Share
--------------------------------- ---------------------------- ------------------------- -----------------------------
<S>                               <C>                          <C>                       <C>
Dr. Laszlo Farkas                                         525                    10,500                     3,675,000

--------------------------------- ---------------------------- ------------------------- -----------------------------
Zoltan J. Kiss                                          1,850                    37,000                    12,950,000

--------------------------------- ---------------------------- ------------------------- -----------------------------

Total                                                   2,375                                              16,625,000
--------------------------------- ---------------------------- ------------------------- -----------------------------
</TABLE>