(MS Telecom)

                SHAREHOLDERS AGREEMENT
                           

concluded between the following Parties:

MS Telecom, Rt., (registered under the laws of Hungary, and
represented by Maros Peter) having its registered office at 1027
Budapest Csalogany 23 hereinafter referred to as "MST"

AND

Hungarian Teleconstruct Corp. (registered in Delaware and
represented by Richard L. Fry, President), having its registered
office at 445 Park Avenue, New York, NY 10022, hereinafter
referred to as "HTEL" hereinafter jointly referred to as the
"Parties,"

Whereas IH (or the "Company") has been purchased from MST by HTEL
based on the Business Share Purchase Agreement signed
simultaneously with concluding the present Agreement; now
therefore the Parties have agreed on the following terms:

Definition:

In this agreement the following expressions hall have the
following meanings:

:IPO" - "Initial Public Offering" of EuroWeb Rt. stock for trading
as an "Rt." listed on the Budapest Stock Exchange.
"EuroWeb" - EuroWeb Rt. a stock company to be established or/and
acquired by HTEL.
"closing the acquisition" - means the execution (signing by the
relevant Parties) of the Business Share Purchase Agreement and the
Shareholders Agreement.
"Due Diligence process - means the investigation of the Company
made by HTEL according to the Memorandum of Understanding.

I. Preliminaries

1.  The Parties have signed the Memorandum of Understanding
(hereinafter referred to as MoU) on 6 December 1996, in order to
set forth the basic terms of the acquisition of the Company. This
agreement has been prepared according to the agreed terms of MoU,
which document still forms an integral part of the consensus of
the Parties.

2.  HTEL escrowed on 9 December 1996, US$ 225,000 in cash funds
and shall cause to issued into an escrow account $210,000 USD of
HTEL common stock prior to 2 January 1997. All funds and stocks
are to escrowed with the law offices of Sarkadi and Tarsa, 1023
Budapest, Romer Floris U.55.

II. Terms:

1.  HTEL shall escrow $225,000 USD in cash with the law offices of
Sarkadi and Tarsa, 1023 Budapest, Romer Floris U.55, on 9 December
1996, and $210,000 in shares of HTEL common stock by 2 January
1977. Closing of the acquisition by signing of the Sale and
Purchase Agreement and Shareholders agreement shall be completed
by 13th of December 1996.

2.  HTEL shall transfer to MST $225,000 USD from the escrow
account at the date of closing of the acquisition of IH.

3.  At the closing of the IPO HTEL will issue $210,000 USD of
stock in EuroWeb to MST. HTEL will endeavor to complete the IPO no
later than 31 March 1997. If HTEL fails to complete the IPO by 31
March 1997, MST will be issued the $210,000 USD of escrowed stock
in HTEL. During the subscription period of the IPO the HTEL stock
will be fully convertible to EuroWeb stock consistent with the
terms of the IPO.

4.  The employees, owners and immediate families of the owners of
MST and the employees of IH agree to a "non compete" clause that
prohibits them from entering into or participating in the
establishing of, ownership in, or management of, an Internet
service provider company, other than businesses affiliated with
EuroWeb, in Hungary for a period of five years(5) from the closing
date of this Agreement.

5.  The staff of IH will be interviewed by HTEL and HTEL shall
make a best effort to hire as many staff members of IH as
feasible.

6.  All assets, shares, goodwill, intellectual property, and
liabilities of IH that are owned, or leased will transfer to HTEL
upon closing of the acquisition.

8.  A nominee of MST shall be offered a seat on the Board of
Directors of EuroWeb for a period of 5 years following the closing
of the acquisition. Compensation for serving on the Board of
Directors shall be in the form of stock options to purchase shares
of EuroWeb and shall be awarded at the discretion of the Board of
Directors. For the first year, MST shall nominate Peter Maros to
the Board. The Board shall provide award Mr. Maros a minimum of
5,000 stock options to purchase shares of EuroWeb under the same
terms and conditions as stock options that may be awarded to other
members of the Board.

9.  The acquisition of IH by HTEL shall remain confidential
information by all parties until the closing of the acquisition.

10. This memorandum shall be governed by Hungarian law.

11 Parties warrant that the information they have obtained shall
be maintained as "business secrets" and will not make them known
to a third party. The obligations of confidentiality in this
article shall survive the termination of this Agreement.

12. The individual person signing this Agreement on behalf of the
HTEL confirms by his signature that he is fully entitled and
allowed to represent the HTEL, that no further signatures are
required to constitute an Agreement legally binding to the HTEL.
The Parties hereto warrant, that the officers mentioned below have
the signing and representation authority to conclude the present
Agreement.

13. This Agreement remains in force until December 31, 1997 or for
the period as far as MST owns EuroWeb shares, whichever is later.

14. If HTEL or MST breach this Agreement or fail to meet their
respective obligations under this Agreement, then HTEL or MST are
entitled to seek all manners of relief proportional to the damage
suffered by the injured party.

15. During 1997 Board of Directors meetings shall occur not less
than once per month.

16. Through 31 March 1997, any employee of the Company shall be
provided by the Board of Directors with 60 days notice of
termination.

17. This Agreement is governed by Hungarian law. The Agreement is
duly signed in two copies on English.

This Agreement comes into force on the date of signing by the
Parties.

December 13, 1996, Budapest


For and on behalf of HTEL          For and on behalf of MST



/s/ Richard L.Fry                  /s/ Maros Peter          

Richard L. Fry, President          Maros Peter, Managing Director


          BUSINESS SHARE PURCHASE AGREEMENT
                           

concluded between the following Parties:

MS Telecom, Rt., (registered under the laws of Hungary, and
represented by Maros Peter) having its registered office at
Csalogany U. 23 1027 Budapest, as seller, hereinafter referred to
as "Seller"

AND

Hungarian Teleconstruct Corp. (registered in Delaware and
represented by Richard L. Fry, President), having its registered
office at 445 Park Avenue, New York, NY 10022, as buyer,
hereinafter referred to as Buyer" or "HTEL."

hereinafter jointly referred to as the "Parties."


                     Definitions:

In this agreement the following expressions hall have the
following meanings:

"closing the acquisition" - means the execution (signing by the
relevant Parties) of the Business Share Purchase Agreement and the
Shareholders Agreement.
"Due Diligence process" - means the investigation of the Company
made by HTEL according to the Memorandum of Understanding.
"Memorandum of Understanding" - means the agreement signed by the
Parties on December 6, 1996, hereinafter referred to as MoU
"Company" - means Internet Hungary Kft. hereinafter referred to as
"IH" or "Company."



                  OBJECT OF PURCHASE

1. The Seller is the sole owner of IH having its registered
office at Csalogany u. 23, 1027 Budapest, and registered by the
Municipal Court of Budapest, as Court of Registration at
registration number CG 01-09-369917.

The stock capital of the Company is 17,000,000 HUF, (in words
seventeen million Hungarian forints), which has been paid up in
total for the Company.

2. The Seller warrants that it is the sole owner of the Company
and its proprietary ratio corresponds to the figure given in
Article 1. The Seller warrants that it has the full and
unconditional right of disposal to the shares, hereinafter
referred to as the "business shares" and that no other party has
any right whatsoever to an ownership in the Company.


                       PURCHASE

3.1  The Seller hereby undertakes to sell and the Buyer hereby
undertakes to purchase all the business shares in the Company free
from all liens, charges, encumbrances and other third party rights
of any nature and together with all rights of any nature
whatsoever now or hereafter attached to them.

3.2  Dividend, if any, for the Financial Year 1996 will be for
the benefit of the Buyer.



           PAYMENT OBLIGATION OF THE BUYER

4.1  The amount of $435,000 USD (in words: four hundred thirty-five thousand)
is agreed as the purchase price of the business shares.

4.2  Buyer has escrowed $225,000 (in words: two hundred twenty-five thousand
U.S. dollars to the bank account of Sarkadi and Tarsa Law Office (as Bailee)
on December 9, 1996. Based upon the execution of the Business Shareholders
Agreement and the Shareholder's Agreement, the seller is authorized to
receive the escrowed $225,000 USD in cash as the first part of the purchase
price no later than 16 December, 1996. The second part of the purchase
price, the $210,000 USD of escrowed HTEL stock, shall be surrendered to
the seller according to the terms of the Option agreement attached hereto.
All parties agree to the terms of the Option Agreement.

4.3  The Buyer obtains the exclusive ownership right to the
business shares on the date of execution of this Agreement.



                      WARRANTIES

5. The Seller warrants in respect of the Company as follows:

5.1  The Seller is the legal and beneficial owner of the business
shares free from all encumbrances or claims whatsoever created by
or through the Sellers.

5.2  The Company has been investigated by the Buyer under the
process of Due Diligence, as stipulated in the Memorandum of
Understanding. Buyer was entitled to make a thorough examination
of the Company. Seller warrants that information's received by the
Buyer under the process of Due Diligence are correct.

5.3  MS Telecom warrants and HTEL accepts that during the due
diligence BDO had access to all financial and legal information of
the Company. MS Telecom warrants that since the completion of due
diligence, no substantial changes have taken place and the
activity of IH was "business as usual." All the activity and
responsibility of ownership is transferred to HTEL at closing.



               LIMITATIONS OF LIABILITY

6. The Seller and Buyer jointly indemnify each other for any
established damages which may arise out of or in connection with a
breach of the above-mentioned warranties stipulated under Article
5.



                    MISCELLANEOUS

7. In the case that further contractual documents are necessary
for the purpose of execution of the Purchase Agreement the Parties
undertake to issue and sign the obligatory documents in the
required form. Parties agree that the duly signed extract of the
present agreement shall be handed over to the Court of
Registration.

8. This Agreement shall be governed by the laws of Hungary.

9. Any dispute, controversy or claim arising out of or in
connection with this Agreement or the breach, termination or
invalidity thereof shall be finally settled by arbitration in
Arbitration Court organized at the Hungarian Chamber of Commerce,
in accordance with its rules. The tribunal shall be composed of
three arbitrators. The language to be used in the proceedings
shall be English.
10.  The individual person signing this agreement on behalf of
the Buyer confirms by his signature that he is fully entitled and
allowed to represent the Buyer, that no further signatures are
required to constitute an agreement legally binding to the Buyer.
The Parties hereto warrant, that the officers mentioned below have
the signing and representation authority to conclude the present
agreement.

11.  The Buyer hereby declares the acknowledgment and the
acceptance of the terms of the Memorandum of Understanding and
payment obligations shall be arranged according to the agreed
terms.

12.  Simultaneously with concluding the present Business Share
Purchase Agreement the Shareholders Agreement is concluded by the
Parties which regulate future cooperation of the present Parties
and the Company.

13.  With the exception of the Memorandum of Understanding signed
by the Parties in December 6, 1996 mentioned in article 12 above,
other documents made earlier in the subject of sale (minutes,
memorandums, etc.) are regarded invalid with the signing of the
present Agreement and exclusively the directions of the Business
Share Purchase Agreement, Option Agreement, Shareholders Agreement
and MoU are authoritative to their legal relationship. Any
modifications of the Agreements may be done in written form only,
any verbal amendment and modification will not be effective.

14.  This Agreement is binding for the Parties and enters into
force upon signing by both Parties. The Seller is authorized to
cancel immediately this Agreement without any compensation to the
Buyer if the Buyer does not fulfill its obligations stipulated in
the agreements listed above in 13.

15.  Parties warrant that the information they gathered they will
keep as business secrets and will not make them known to a third
party. The obligations of confidentiality in this article shall
survive the termination of this agreement.

16.  Costs which arise out of or in connection with the execution
of this Agreement in the Court of Registration shall be borne by
the Company. The costs and fees for legal consultation shall,
however, be borne by each Party itself.

The Parties to the Agreement have read the present Agreement and
have interpreted it collectively and have properly signed four
copies in English in simultaneous presence of two witnesses as
being completely in agreement with their will.

December 13, 1996



/s/ Maros Peter                    /s/ Richard Fry          
Maros Peter, MST                   Richard Fry, HTEL




                   OPTION AGREEMENT
                           

   In order to secure payment of a portion of the consideration
for the acquisition from MST of the stock of Internet Hungary
Kft., Hungarian Teleconstruct ("HTEL") as the purchaser, has
deposited with the law offices of Sarkadi and Tarsa in Budapest,
Hungary, as escrow agent, 84,000 shares of HTEL common stock,
hereinafter referred to as the "Escrow Shares." The Escrow Shares
hall be delivered by the escrow agent to MST on 31 March 1997 in
the event that EuroWeb Rt. has not completed the registration of
its shares with the Budapest Stock Exchange for an initial public
offering as is contemplated in the Business Share Purchase
Agreement dated as of ___ December 1996.

1. Call Option for Escrow Shares: MST hereby grants to HTEL, or
its nominee, the right to purchase (the "Call Option") all of the
Escrow Shares at either" (i) a cash price of $2.50 (USD) net per
share paid to MST; or (ii) in exchange for the number shares of
EuroWeb Rt. that have an aggregate value equal to $210,000,
calculated at the National Bank of Hungary average exchange rate
for USD to HUF as shall be determined on the first day of that
shares of EuroWeb Rt. are available for trading on the Budapest
Stock Exchange. The Call Option may be exercised only pursuant to
the terms and conditions herein stated.

   a) The Call Option for cash, 1.(i), may be exercised by HTEL
only during the period of 1 September 1997 to 30 October 1997.
Thereafter the cash payment Call Option, 1.(i), if not exercised
as provided for herein, shall expire and shall be of no further
force and effect.

   b) In the event that HTEL elects to exercise its rights to
purchase the Escrow Shares pursuant to 1.(i) for cash payment,
HTEL shall provide written notice to MST of the exercise of its
rights a minimum of 5 days prior to the effective purchase date
(the "Cash Purchase Date").

   c) HTEL shall authorize payment to MST or its designated
representative within 15 days of the Cash Purchase Date. Payment
shall be made by HTEL to MST or its designated representative in
USD through a deposit of good funds in a commercial bank selected
by MST against tender to the bank of the Escrow Shares by MST.

   d) HTEL may exercise the Call Option in exchange for shares of
EuroWeb Rt. pursuant to 1. (ii), during the period of 1 February
1997 to 30 September 1997 provided that EuroWeb Rt. has completed
the registration of its initial public offering of stock in
accordance with the rules and regulations of the Budapest Stock
Exchange. The rights of HTEL shall be exercisable only as of the
date that the securities broker, dealer, or underwriter selected
by EuroWeb Rt. notifies HTEL and MST that all conditions for the
initial public offering of stock have been satisfied. The Call
Option in exchange for shares, 1.(ii), shall expire on 30
September 1997 and shall be of no further force and effect.

   e) In the event that HTEL elects to exercise its rights to
purchase the Escrow Shares pursuant to 1.(ii), HTEL shall provide
written notice to MST of the exercise of its rights a minimum of
15 days prior to the Exchange Date. On the Exchange Date, EuroWeb
Rt. shall issue and deliver the requisite shares of EuroWeb Rt.
stock to MST. Shares of EuroWeb Rt. shall be free and clear of all
liens and encumbrances other than restrictions on sale as may be
imposed by the Shareholder Agreement of the underwriter.

   f) In the event that HTEL elects to exercise its rights for
cash 1.(i) or in exchange for shares of EuroWeb Rt. pursuant to
1.(ii), the purchase shall include all of the Escrow Shares.

2. Put Option for Escrow Shares: HTEL hereby grants to MST or its
nominee, the right for MST to put (the "Put Option") all of the
Escrow Shares to HTEL at a cash price of $2.50 (USD$) net per
share to MST. The Put Option may be exercised only pursuant to the
terms and conditions herein stated.

a) The Put Option may be exercised by MST only during the period
of 1 July 1997 to 30 October 1997. Thereafter the Put Option shall
expire and shall be of no further force and effect except as
provided for in section 2.e) herein.

b) In the event that MST elects to exercise its rights to put the
Escrow Shares to HTEL, MST shall provide written notice to HTEL of
the exercise of its rights a minimum of 5 days prior to the
effective purchase date (the "Put Purchase Date").

c) HTEL, upon receipt of notice from MST that MST has elected to
exercise its option to put the Escrow Shares, shall authorize
payment to MST, within 15 days of the Put Purchase Date. Payment
shall be made by HTEL to MST in USD through a deposit of good
funds in a commercial bank selected by MST against tender to such
bank of the Escrow Shares by MST.

d) In the event that MST shall have received timely written notice
from HTEL in accordance with the terms of this Agreement, and
prior to having received notice from MST as provided in 2.a or
2.b, to the effect that HTEL has elected to exercise its rights
pursuant to the Call Option, 1.(i) or 1.(ii), 1.(ii), exercise of
the Put Option by MST shall be suspended. The suspension shall be
lifted in the event that HTEL defaults on the conditions set forth
in sections 1.c) and 1.d) of this Agreement.

e) In the event that HTEL defaults in its obligations under 1.c),
1.d) or 2.c) than the Put Option rights shall be extended for 90
additional days from the date of such default.

December 13, 1996


Agreed and Accepted

Hungarian Teleconstruct



/s/ Richard Fry               
By: Richard Fry


MST



/s/ Maros Peter               

By: Maros Peter