SECURITY INTEREST AND PLEDGE AGREEMENT

      SECURITY INTEREST AND PLEDGE AGREEMENT ("Pledge  Agreement"),  dated as of
March  16,  2006,  by  and  among  American  United  Global,  Inc.,  a  Delaware
corporation  (the  "Secured  Party"),  Kraft Rt., a Hungarian  corporation  (the
"Company" or the "Debtor"), and Zoltan Kiss (the "Pledgor").

                                    RECITALS

      A.    Reference  is made  to that  certain  Promissory  Note of even  date
herewith  (the "Note" or "Bridge Loan  Agreement")  to which the Company and the
Secured Party are parties.  Capitalized terms not otherwise defined herein shall
have the meanings ascribed to them in the Bridge Loan Agreement.

      B.    Pursuant  to the Bridge  Loan  Agreement,  the  Debtor  has  certain
obligations to the Secured Party (the "Obligations"), including, but not limited
to,  obligations to pay principal and interest of the Note on the Maturity Date.
The  obligations  of the  Company  under the Note are  referred  to as the "Note
Obligations".

      C.    To secure the Note  Obligations,  the  Pledgor  has agreed to pledge
certain  ordinary shares of the Company held by the Pledgor to the Secured Party
as security for the performance of the Note Obligations.

      D.    The  Pledgor  is a  principal  shareholder  of the  Debtor  and  has
determined  that it is in the  Pledgor's  best  interests  to provide the pledge
referred to herein.

      E.    The Secured Party is willing to enter into the Bridge Loan Agreement
only upon  receiving  Pledgor's  pledge of certain stock of the Company,  as set
forth in this Pledge Agreement.

      F.    The Pledged Shares pledged  pursuant to this Pledge  Agreement shall
be in addition to the ordinary  shares  pledged  pursuant to that certain Pledge
Agreement dated September 28, 2005 entered by and between the Secured Party, the
Company and the Pledgor.

      NOW, THEREFORE, in consideration of the premises, the mutual covenants and
conditions contained herein, and for other good and valuable consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereto
hereby agree as follows:



<PAGE>


      1.    Grant of Security Interest.

            (a)   To secure the Note  Obligations of Debtor,  the Pledgor hereby
pledges to the Secured Party all of the registered  ordinary shares set forth on
the  attached  Schedule  1 of this  Agreement  (the  "Pledged  Shares").  Unless
otherwise  set  forth  on  Schedule  1 of this  Agreement,  the  Pledgor  is the
beneficial  and  record  owner of the  Pledged  Shares set forth  opposite  such
Pledgor's name on such Schedule.  Such Pledged Shares shall include,  but not be
limited to, all the  Pledgor's  right,  title and interest in and to the Pledged
Shares,  together with the proceeds of any sale, exchange,  liquidation or other
disposition,  whether voluntary or involuntary, and including but not limited to
any securities,  instruments,  and all benefits and entitlements evidenced by or
arising  out of the Pledged  Shares and all other  securities,  instruments  and
other  property  (whether real or personal,  tangible or  intangible)  issued or
accepted  in  substitution  for,  or in  addition  to,  the  foregoing,  and all
dividends,  interest, cash, instruments,  distributions,  income, securities and
any other  property  (whether real or personal,  tangible or  intangible) at any
time received, receivable or otherwise distributed in respect of, or in exchange
for, the  foregoing,  whether now owned or hereafter  acquired,  and any and all
improvements,  additions,  replacements,  substitutions and any and all proceeds
arising out of or derived from the foregoing. Such Pledged Shares, together with
any substitutes  therefor,  or proceeds  thereof,  are  hereinafter  referred to
collectively as the "Collateral".

            (b)   The Company  represents and warrants to the Secured Party that
the  Pledged  Shares  are  duly  authorized,  validly  issued,  fully  paid  and
non-assessable  and that it will not permit the  transfer of the Pledged  Shares
except in accordance with this Pledge Agreement while the same is in effect.

            (c)   (i)   The Company  will record on its books the  existence  of
such security interest with respect to the Pledged Shares,  and except upon such
instructions  of the  Secured  Party or  until  written  notice  is given by the
Secured  Party that such  security  interest has been released to the Pledgor in
whole or in part, to not allow a transfer of the shares representing any part of
the Collateral or to replace the certificates representing the Collateral.

                  (ii)  The Pledgor  hereby  consents to the  provisions  of the
preceding subparagraph (i).

      2.    Obligations  Secured.  During the term hereof,  the Collateral shall
secure the performance by the Company of the Note Obligations.

      3.    Intentionally Left Blank.

      4.    Assignment. Only in connection with the transfer of the rights under
the Note in accordance  with their terms, a Secured Party may assign or transfer
the  whole or any  part of its  security  interest  granted  hereunder,  and may
transfer  as  collateral  security  the  whole  or any part of  Secured  Party's
security  interest in the Collateral.  Any transferee of the Collateral shall be
vested  with  all of the  rights  and  powers  of the  assigning  Secured  Party
hereunder with respect to the Collateral.



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<PAGE>

      5.    Pledgor's  Warranty.  The Pledgor  represents and warrants hereby to
the  Secured  Party as  follows  with  respect to the  Pledged  Shares set forth
opposite such Pledgor's name on Schedule 1 to this Agreement:

            A.    With respect to title to the Pledge Shares

                  (i)   upon the occurrence of an Event of Default, the Pledgor,
as contemplated herein, shall have the Pledged Shares transferred to the Secured
Party  so that  the  Secured  Party  will  have  good  title  (both  record  and
beneficial) to the Pledged Shares;

                  (ii)  that there are no restrictions  upon transfer and pledge
of the Pledged Shares  pursuant to the  provisions of this Agreement  except the
restrictions imposed by Rule 144 under the Securities Act of 1933;

                  (iii) that  the  Pledged  Shares  are  free  and  clear of any
encumbrances of every nature  whatsoever,  such Pledgor is the sole owner of the
Pledged Shares, and such shares are duly authorized,  validly issued, fully paid
and non-assessable,

                  (iv)  that such Pledgor has owned the Pledged Shares since the
date  specified on Schedule 1 to this  Agreement and that such shares were fully
paid for,

                  (v)   that such  Pledgor  agrees not to grant or  create,  any
security interest, claim, lien, pledge or other encumbrance with respect to such
Pledgor's  Pledged Shares or attempt to sell,  transfer or otherwise  dispose of
any of such shares  until the Note has been paid in full or this  Agreement  has
terminated; and

            B.    With respect to certain other matters:

                  (i)   that such  Pledgor has made  necessary  inquiries of the
Company  and  believes  that the  Company  fully  intends to fulfill and has the
capability of fulfilling the Note  Obligations to be performed by the Company in
accordance with the terms of the Note,

                  (ii)  that the  Pledgor is not  acting,  and has not agreed to
act, in any plan to sell or dispose of the Pledged  Shares in a manner  intended
to circumvent the  registration  requirements  of the Securities Act of 1933, as
amended, or any applicable state law,

                  (iii) that Pledgor has been advised by counsel of the elements
of a bona-fide  pledge for purposes of Rule  144(d)(3)(iv)  under the Securities
Act of 1933, as amended,  including the relevant SEC interpretations and affirms
the pledge of shares by such  Pledgor  pursuant  to this Pledge  Agreement  will
constitute a bona-fide pledge of such shares for purposes of such Rule, and


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<PAGE>


                  (iv)  that this Pledge  Agreement  constitutes a legal,  valid
and binding obligation of such Pledgor  enforceable in accordance with its terms
(except as the  enforcement  thereof may be limited by  bankruptcy,  insolvency,
fraudulent  conveyance,  reorganization,  moratorium,  and similar laws,  now or
hereafter in effect).

      6.    Collection of Dividends and Interest. During the term of this Pledge
Agreement  and so long as the  Debtor  is not  default  under  the  Note and the
Pledgor is not in default under the Guarantee,  Pledgor is authorized to collect
all dividends, distributions,  interest payments, and other amounts that may be,
or may become, due on the Collateral.

      7.    Voting  Rights.  During the term of this Pledge  Agreement and until
such time as this Pledge Agreement has terminated or Secured Party has exercised
its rights under this Pledge Agreement to foreclose its security interest in the
Collateral, Pledgor shall have the right to exercise any voting rights evidenced
by, or relating to, the Collateral.

      8.    Warrants  and  Options.  In the event that,  during the term of this
Pledge  Agreement,  subscription,  warrants,  dividends,  or any other rights or
option  shall be  issued  in  connection  with the  Collateral,  such  warrants,
dividends, rights and options shall be immediately delivered to Secured Party to
be held under the terms hereof in the same manner as the Collateral.

      9.    Preservation  of the Value of the  Collateral and  Reimbursement  of
Secured Party. Pledgor shall pay all taxes, charges, and assessments against the
Collateral and do all acts necessary to preserve and maintain the value thereof.
On failure of Pledgor so to do,  Secured Party may make such payments on account
thereof as (in Secured  Party's  discretion)  is deemed  desirable,  and Pledgor
shall  reimburse  Secured  Party  immediately  on  demand  for any and all  such
payments expended by Secured Party in enforcing,  collecting, and exercising its
remedies hereunder.

      10.   Default and Remedies.

      (a)   For purposes of this Agreement, "Event of Default" shall mean

            (i)   any default in the  performance  by the Company or the Pledgor
of any of the  Note  Obligations,  as the  case may be,  after  the  expiration,
without  cure,  of the cure period (but only if any such period is  specifically
provided in the Note; it being specifically  acknowledged by the Company and the
Pledgor that all payment obligations are time of the essence  obligations,  with
no cure periods provided) and

            (ii)  a   breach   by  a   Pledgor   of   any  of   such   Pledgor's
representations, warranties, covenants or agreements in this Pledge Agreement.

      (b)   During the term of this Pledge  Agreement,  the Secured  Party shall
have the following rights after any Event of Default and for so long as the Note
is not satisfied in full:



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<PAGE>

            (i) the rights and remedies provided by the Uniform  Commercial Code
            as  adopted by the State of New York (as said law may at any time be
            amended),  except  that the  Secured  Party  waives  any  right to a
            deficiency pursuant to Section 9-608 thereof or otherwise;

            (ii) the right to receive  and retain all  dividends,  payments  and
            other  distributions  of any  kind  upon  any or all of the  Pledged
            Shares as additional Collateral;

            (iii) the right to cause any or all of the  Pledged  Shares  and all
            additional  Collateral  to be  transferred  to its own name and have
            such transfer recorded in any place or places deemed  appropriate by
            Secured Party; and

            (iv) the right to sell, at a public or private sale,  the Collateral
            or any part  thereof for cash,  upon credit or for future  delivery,
            and  at  such  price  or  prices  in  accordance  with  the  Uniform
            Commercial  Code (as such law may be amended from time to time);  it
            being  understood  that one or more of the Secured  Parties may, but
            shall not be required to, take such actions  jointly.  Upon any such
            sale,  Secured  Party  shall have the right to  deliver,  assign and
            transfer to the purchaser  thereof the  Collateral so sold.  Secured
            Party  shall give the  Pledgor  not less than ten (10) days  written
            notice of its  intention to make any such sale.  Any such sale shall
            be held at such time or times during ordinary  business hours and at
            such place or places as Secured  Party may fix in the notice of such
            sale. Secured Party may adjourn or cancel any sale or cause the same
            to be adjourned  from time to time by  announcement  at the time and
            place  fixed for the sale,  and such sale may be made at any time or
            place to which the same may be so adjourned.  In case of any sale of
            all or any part of the Collateral upon terms calling for payments in
            the future,  any Collateral so sold may be retained by Secured Party
            until  the  selling  price  is paid by the  purchaser  thereof,  but
            Secured Party shall incur no liability in the case of the failure of
            such purchaser to take up and pay for the Collateral so sold and, in
            the case of such  failure,  such  Collateral  may again be sold upon
            like notice. Secured Party, however, instead of exercising the power
            of sale herein  conferred upon it, may proceed by a suit or suits at
            law or in equity to  foreclose  the  security  interest and sell the
            Collateral,  or any portion thereof, under a judgment or decree of a
            court or courts of competent  jurisdiction,  the Pledgor having been
            given due notice of all such  action.  Secured  Party shall incur no
            liability  as a  result  of a sale  of the  Collateral  or any  part
            thereof.

      11.   Waiver.  Each of the Debtor and the Pledgor waives any right that it
may have to  require  Secured  Party to proceed  against  any other  person,  or
proceed  against  or exhaust  any other  security,  or pursue  any other  remedy
Secured Party may have.

      12.   Term of  Agreement.  This Pledge  Agreement  shall  continue in full
force and effect  until the earlier of the payment in full of the Notes.  If the
Notes are paid in full, the security interests in the relevant  Collateral shall
be deemed released, and any portion of the Collateral not transferred to or sold
by any one or more  Secured  Parties  shall be  returned  to the  Pledgor.  Upon
termination of this Pledge Agreement,  the relevant Collateral shall be returned
within five (5) Trading Days to Debtor or to the Pledgor, as contemplated above.


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<PAGE>


      13.   General Provisions:

      13.1  Binding  Agreement;  No Modification of Note. This Pledge  Agreement
shall be  binding  upon and shall  inure to the  benefit of the  successors  and
assigns of the  respective  parties  hereto.  Except to the extent  specifically
provided  herein,  nothing in this  Pledge  Agreement  shall limit or modify any
provision of any of the Note.

      13.2  Captions.  The headings  used in this Pledge  Agreement are inserted
for reference  purposes only and shall not be deemed to define,  limit,  extend,
describe,  or affect in any way the meaning,  scope or  interpretation of any of
the terms or provisions of this Pledge Agreement or the intent hereof.

      13.3  Counterparts.  This Pledge  Agreement may be signed in any number of
counterparts with the same effect as if the signatures upon any counterpart were
upon the same  instrument.  All  signed  counterparts  shall be deemed to be one
original.  A facsimile  transmission  of this signed Pledge  Agreement  shall be
legal and binding on all parties hereto.

      13.4  Further Assurances. The parties hereto agree that, from time to time
upon the written request of any party hereto, they will execute and deliver such
further documents and do such other acts and things as such party may reasonably
request in order  fully to effect the  purposes of this  Pledge  Agreement.  The
Transfer Agent  Instructions  annexed hereto are deemed an integral part of this
Pledge Agreement.

      13.5  Waiver of Breach.  Any  waiver by either  party of any breach of any
kind or character  whatsoever  by the other,  whether such be direct or implied,
shall not be construed as a  continuing  waiver of or consent to any  subsequent
breach of this Pledge Agreement.

      13.6  Cumulative  Remedies.  The rights and remedies of the parties hereto
shall be construed  cumulatively,  and none of such rights and remedies shall be
exclusive of, or in lieu or limitation of any other right,  remedy,  or priority
allowed by applicable law.

      13.7  Amendment.  This Pledge  Agreement may be modified only in a written

document that refers to this Pledge  Agreement and is executed by Secured Party,
the Pledgor and the Debtor.

      13.8  Interpretation.   This  Pledge   Agreement   shall  be  interpreted,
construed,  and enforced  according to the substantive  laws of the State of New
York.


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<PAGE>


      13.9  Governing  Law.  This  Pledge  Agreement  shall be  governed  by and
construed  in  accordance  with the laws of the State of New  York.  Each of the
parties  consents to the  jurisdiction  of the federal  courts  whose  districts
encompass any part of the County of New York or the state courts of the State of
New York  sitting  in the  County  of New York in  connection  with any  dispute
arising under this Pledge  Agreement and hereby  waives,  to the maximum  extent
permitted by law, any  objection,  including  any  objection  based on forum non
coveniens, to the bringing of any such proceeding in such jurisdictions.

      13.10 WAIVER OF JURY TRIAL.  The parties to this Pledge  Agreement  hereby
waive a trial by jury in any action,  proceeding or counterclaim  brought by any
of them against any other in respect of any matter  arising out or in connection
with this Pledge Agreement.

      13.11 Notice. Any notice or other  communication  required or permitted to
be given hereunder shall be effective upon receipt. Such notices may be sent (i)
in the United  States  mail,  postage  prepaid  and  certified,  (ii) by express
courier with receipt, (iii) by facsimile transmission,  with a copy subsequently
delivered  as in (i) or (ii)  above.  Any  such  notice  shall be  addressed  or
transmitted as follows:

      If to Pledgor, to:

                  Zoltan Kiss


                  T
                  F

      If to the Debtor or to the Secured  Party,  to the  addresses set forth on
the signature page.

      Any party may change its  address by notice  similarly  given to the other
parties.

      14.12 Acknowledgement  by  Debtor  and  Pledgor.  In the  event  that  any
                  provision  of the Note or this Pledge  Agreement as applied to
                  any party or circumstances  shall be adjudged by a court to be
                  invalid or  unenforceable,  each of the Debtor or the Pledgor,
                  as the case may be,  acknowledges  and agrees that this Pledge
                  Agreement  shall remain valid and  enforceable in all respects
                  against the Debtor and the Pledgor.

               [THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK.
              THE SIGNATURES OF THE PARTIES ARE ON THE NEXT PAGE.]


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<PAGE>


      IN WITNESS  WHEREOF,  the Parties have executed  this  Agreement as of the
day, month and year first above written.

SECURED PARTY

AMERICAN UNITED GLOBAL, INC.


By: /s/Robert Rubin
    --------------------------
Name: Robert Rubin
Title: CEO
Address:
108 Village Square - #327
Somers, NY 10589
Attn:  Robert Rubin, CEO
Fax No.:  (631) 254-2136



DEBTOR:
KRAFT RT.


By: /s/Zoltan Kiss
    --------------------------
Name: Zoltan Kiss
Title: Director


PLEDGOR:


/s/Zoltan Kiss
------------------------------
Zoltan Kiss
Address:



<PAGE>


                                   SCHEDULE 1

      The following  shares are pledged  hereunder as the Pledged  Shares,  each
certificate in the name of:

 Holder's Name                              No. of Ordinary Shares

Zoltan Kiss                                         1,000
                                                -----------

                                            Total:   1,000 shares





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