Exhibit 10.2

                            SHARE PURCHASE AGREEMENT


THIS AGREEMENT is made as of the 20th 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 1,900 registered ordinary shares, HUF 10,000 par
value each of Kraft, constituting HUF 50,000,000 registered capital of Kraft,
being 38.0% 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


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                                       2

DEFINITIONS

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

      (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 38,000 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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                                       3

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


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                                       6

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:

                  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.


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                                       7

                                    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:


<PAGE>
                                       14


KRAFT - COMPANY STATUS AND CAPACITY

            (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.


<PAGE>
                                       15


            (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;

            (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

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


<PAGE>
                                       18


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.


<PAGE>
                                       23


WAIVER BY KRAFT AND THE KRAFT SHAREHOLDERS

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


<PAGE>
                                       27


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.

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/Nagyezsda Kiss                         /s/Joseph Gregory Kiss
Nagyezsda Kiss (150 Kraft Shares)         Joseph Gregory Kiss (750 Kraft Shares)


/s/Maria Gabriella Kiss                   /s/Gyula Winkler
Maria Gabriella Kiss (750 Kraft Shares)   Gyula Winkler (250 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>
Nagyezsda Kiss                                            150                     3,000                     1,050,000
--------------------------------- ---------------------------- ------------------------- -----------------------------
Joseph Gregory Kiss                                       750                    15,000                     5,250,000
--------------------------------- ---------------------------- ------------------------- -----------------------------
Maria Gabriella Kiss                                      750                    15,000                     5,250,000
--------------------------------- ---------------------------- ------------------------- -----------------------------
Gyula Winkler                                             250                     5,000                     1,750,000
--------------------------------- ---------------------------- ------------------------- -----------------------------

--------------------------------- ---------------------------- ------------------------- -----------------------------
                                                        1,900                    38,000                    13,300,000
--------------------------------- ---------------------------- ------------------------- -----------------------------
</TABLE>