(KFKI)

                SHAREHOLDERS AGREEMENT
                           

concluded between the following Parties:

KFKI Computer Systems Corporation, (registered under the laws of
Hungary, and represented by Laszlo Szonyi, having its registered
office at 1121 Budapest, Konkoly Thege M. 29-33) hereinafter
referred to as "KFKI"

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 EUNET Hungary (hereinafter referred to as the "Company")
is under purchase by HTEL based on the Business Share Purchase
Agreement signed simultaneously with concluding the present
Agreement and

Whereas HTEL has the capacity to develop the Company and both
Parties have a mutual interest to create strategic alliance
binding for the Parties and for the Company as well in respect of
their business activity

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 2 December 1996, in order to
lay down the basic terms of the acquisition of the Company and the
future cooperation of the Parties.

2.  HTEL escrowed on 4 December 1996, US$ 400,000 in cash funds
and shall hand over to KFKI, or to the other legal entity
nominated by KFKI, three (3) HTEL common stock certificates each
with a value of US$ 200,000 until January 2, 1997 latest. Parties
agree that the price of the stocks that will determine the number
of the HTEL common stocks is US$ 2.5/shares, which results in
80,000 shares for each certificates. 

     a.  The escrowed US$ 400,000 is the initial installment of
     the purchase price of the Company shares, according to the
     terms of the Business Share Purchase Agreement.

     b.  Two of the three HTEL common stock certificates are the
     second installment of the purchase price of the Company
     shares, according to the terms of the Business Share
     Purchase Agreement.

     c.  The third HTEL common stock certificates acts as
     security of HTEL's obligation stipulated in article II. 1.2.

3.   HTEL undertakes:

     - to buy back from KFKI, or from the other legal entity
     nominated by KFKI one of the stock certificates of US$
     200,000 which was provided according to Article 2.b against
     cash payment of US$ 200,000, on the close of the IPO but not
     later than May 15, 1997.

     - to exchange the other stock certificate of US$ 200,000
     which was provided according to Article 2.c for EuroWeb
     shares or to get back paying US$ 200,000 cash to KFKI, or to
     the other legal entity nominated by KFKI, if EuroWeb shares
     shall not be handed over to KFKI, or to the other legal
     entity nominated by KFKI until June 15, 1997 latest.

4.   HTEL warrants that:

     - by handing over the stock certificates to KFKI, or to the
     other legal entity nominated by KFKI, KFKI or the other
     legal entity nominated by KFKI will be in the legal position
     to dispose over the HTEL common stocks, and no other
     documents are needed for establishing the unrestricted
     ownership right of the KFKI or to the other legal entity
     nominated by KFKI over the common stocks from the date of
     the handing over the stock certificates to KFKI, or to the
     other legal entity nominated by KFKI.

     - the stock certificates provided as stipulated under
     article 1.2 are endorsed by HTEL to KFKI, or to the other
     legal entity nominated by KFKI, and are endorsable by KFKI,
     or by the nominated legal entity, without any restrictions
     from the date of the handing over.

5.  The obligations of HTEL stipulated under 1.3 are guaranteed by
    EUNET Hungary based on a separate written guarantee. HTEL
    guarantees that itself and EuroWeb, the company into which EUNET
    Hungary will be merged according to article II 1.1 will honor this
    commitment of EUNET Hungary. Moreover, HTEL guarantees that
    EuroWeb also will provide a guarantee for above mentioned
    obligations of HTEL.

II.  Consensus
II.I
HTEL undertakes:

1.  EUnet Hungary shall be merged, with all other Hungarian
Internet service providers to be acquired by HTEL, into EuroWeb.
HTEL shall introduce EuroWeb at the Budapest stock Exchange.

2.  Upon successful listing of the EuroWeb stock, on the BSE but
not later than June 15, 1997 HTEL will issue and hand over US$
200,000 of stock of EuroWeb to KFKI at the identical price of the
stock issue (actually sells the stock to KFKI for a symbolic
amount of US$ 10).

3.  HTEL undertakes to list EuroWeb in the Budapest Stock Exchange
not later than 15th June 1997.

4.  HTEL undertakes the obligation that payment obligations of the
Company to KFKI shall be paid by the Company or its successors not
later then closing of IPO or May 15, 1997, which is the earliest.

II.2
KFKI undertakes:

1.  KFKI shall arrange its pending matters with EUnet Hu, based on
the balance sheet of EUnet Hungary of November 30, 1996, according
to the terms of the Protocol signed by the parties on December 10,
1996.

2.  KFKI will return to HTEL one US$ 200,000 common stock
certificate upon satisfactory compliance by HTEL of the terms of
section II.1.2.

II.3
Parties agree:

1.  A representative of KFKI will be appointed both to the Board
of Directors and the Supervisory Board of EuroWeb.

2.  The staff of EUnet Hungary, with the exception of one
commuting, will be transferred to EuroWeb and employed for a
minimum of 6 months at least under the same terms and conditions
of employment as under their existing contracts. HTEL will make a
best effort to utilize him in the city of his residence.

3.  EuroWeb will appoint a key account manager agreed by both
parties, under terms and conditions of employment agreed by both
parties to act as the prime interface between KFKI and EuroWeb and
to be responsible for major accounts where both parties are under
contract or are considering or negotiating a contract or where
there is a prospect of using any of the services of KFKI as
defined in article 8.a.

4.  HTEL, EuroWeb and KFKI undertake that they will not approach
or offer any inducements to employment of each others' staff
without prior agreement.

5.  EuroWeb will seek to maintain good strategic relationships
with EUnet International and will make best endeavors to promote
their services where EUnet International and EuroWeb are not in
direct competition.

6.  HTEL will grant to EUnet International a stock of US$ 50,000
in EuroWeb free of charge at the close of the IPO to improve their
relationship. In addition EUnet International can participate in
the IPO under the conditions established by the securities
underwriter.

7.  KFKI also can participate in the IPO under the conditions
established by the securities underwriter.

8.  Parties agree to share the Internet related activity between
each other as follows:

     a.  KFKI will seek to provide for corporate customers
     consultancy on strategic information systems planning,
     systems design including network design systems integration,
     network installation, Intranet systems, application
     development, systems support and operation not directly
     related to the provision of Internet services. These will
     hereafter be referred to as KFKI services.

     b.  EuroWeb will seek to provide for customers Internet
     services including Internet access provision and Value Added
     Services as for example media services, graphics, Web page
     design. These will hereafter be referred to as EuroWeb
     services.

     c.  EuroWeb, its parent company, or its subsidiaries will
     not compete with KFKI either alone or in partnership with
     others in the provision of KFKI services and KFKI, and its
     subsidiaries will similarly not compete in EuroWeb services.

     d.  KFKI and EuroWeb agree that they will each sub-contract
     for the services of the other partner whenever the corporate
     customer requires and allows.

     e.  KFKI and EuroWeb undertake to actively promote each
     others' services with corporate customers.

     f.  KFKI and EuroWeb undertake to share marketing
     information in Hungary and Central and Eastern Europe
     related to their respective services.

III.I

HTEL undertakes to secure the provisions under article II.3 of
this agreement. If EuroWeb fails to act according to the agreed
terms it shall be regarded the material breach of HTEL.

HTEL grants that all and each obligations undertaken by HTEL
according to the present agreement and other related agreements
shall be binding on its successors, assigns or/and its parent
company such as EuroWeb.

IV.
Indemnification

HTEL undertakes to indemnify, save and hold harmless KFKI for any
and all costs or loss of profit which may arise out of or in
connection with the breach of the terms of this agreement. If
HTEL, its successors or/and EuroWeb do not meet their obligations
under this agreement, KFKI, at his own discretion, is entitled to
get cash compensation or/and additional HTEL/EuroWeb or/and other
shares in the value being in the proportion of the damage or/and
injury suffered by KFKI.


IV Closing Provisions

1.  Parties warrant that the information they gathered during due
diligence they will keep as business secrets and will not make it
known to any third party. The obligations of confidentiality in
this article shall survive the termination of this agreement.

2.  The individual person signing this agreement on behalf of HTEL
and KFKI confirm by their signatures that they are fully entitled
and allowed to represent HTEL and KFKI, that no further signatures
are required to constitute an agreement legally binding to the
Parties. The Parties hereto warrant that the officers mentioned
below have the signing and representation authority to conclude
the present agreement.

3.  Simultaneously with concluding the present Shareholders
Agreement, the Business Share Purchase Agreement is concluded by
the Parties. Parties agree that these agreements are to be deemed
as a contractual agreement as a whole.

4.  This agreement remains in force until December 31, 1997 or for
the period as far as KFKI owns EuroWeb shares, whichever is the
latest.

5.  This agreement is governed by Hungarian law. The agreement is
duly signed in four copies in 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 KFKI



/s/ Richard L. Fry            /s/Laszlo Szonyi    .    

Richard L. Fry, President     Laszlo Szonyi, Managing
Director



Before us as witnesses:

Name: JWC Sackman       Name: Kren Emil



           BUSINESS SHARE PURCHASE AGREEMENT
                           

concluded between the following Parties:

KFKI Computer Systems Corporation., (registered under the laws of
Hungary, and represented by Laszlo Szonyi)) having its registered
office at 1121 Budapest, Konkoly Thege M. 29-33) 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 2, 1996, hereinafter referred to as MoU



                  OBJECT OF PURCHASE

1. The Seller is the sole owner of EUnet Hungary Ltd. (in
Hungarian: EUnet Magyarorszag Halozati Szolgaltato Korlatolt
Felelossegu Tarsasag) having its registered office at 1035
Budapest, Miklos ter 1 and registered by the Municipal Court of
Budapest, as Court of Registration  - hereinafter referred to as
"Company."

The stock capital of the Company is 10,000,000 HUF, (in words ten
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 $800,000 USD (in words: eight-hundred
thousand) is agreed as the purchase price of the business shares.

4.2  Buyer has escrowed $400,000 (in words: four hundred thousand
U.S. dollars to the bank account of Sarkadi and Associates Law
Office (as Bailee) on December 4, 1996. Based upon the signing of
the present Business Share Purchase Agreement and the
Shareholder's Agreement (as stipulated under Article 12) the
Seller is authorized to receive the escrowed $400,000 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 $400,000 USD of
shall be paid to the seller on January 2, 1997, latest by handing
over to the Seller, or to other legal entities nominated by the
Seller in a separate letter addressed to the Buyer, two HTEL
common stock certificates each with a value of US$200,000. The
concerned Parties agree that they will sign a Protocol concerning
the handing over of the stock certificates.

a.
Buyer undertakes, according to the stipulated terms of the
Shareholders Agreement to buy back from the Seller (or from the
nominated legal entity) the HTEL common stock certificates of US$
200,000 against cash payment of US$ 200,000, not later than May
15, 1997.

The other HTEL common stock certificate of US$ 200,000 is at the
disposal of the Seller without any restrictions from the date of
handing over.

b.
The obligations of the Buyer stipulated under 4.2 a. are
guaranteed by EUnet Hungary based on a separate written guarantee.
HTEL guarantees that EuroWeb, the company into which EUnet Hungary
will be merged according to article II 1.1 of the Shareholders
Agreement, will honor this commitment of EUnet Hungary. Moreover,
HTEL guarantees that EuroWeb also will provide a guarantee for
above mentioned obligations of HTEL.

4.3 Parties agree that the price of the stocks that will determine
the number of the HTEL common stocks is US$ 2.5/shares, which
results in 80,000 shares for each certificates.

4.4  The Buyer obtains the exclusive ownership right to the
business shares on January 2, 1997.

If Buyer fails to hand over the stock certificates to the Seller
until January 2, 1997 the ownership right is not transferred to
the Buyer and the Seller shall be authorized to terminate the
agreement without any compensation to the Buyer, and Seller shall
be entitled to keep the already paid US$ 400,000, as the amount of
an indemnification.

Seller undertakes to exercise its powers in relation to the
Company so as to ensure that the Company, during the period
between December 12, 1996 and the date of the transfer of the
ownership right performs its customary business activity only.



                      WARRANTIES

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

5.1.1     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.

5.1. 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. Due Diligence process was accomplished on December
6, 1996 and was successful as stated in the Protocol signed by the
Parties on December 10, 1996. Seller warrants that information's
received by the Buyer under the process of Due Diligence are
correct.

5.2  The Buyer warrants that:

5.2.1     by handing over the stock certificates to the Seller or to
the nominated legal entity, the Seller or the nominated legal
entity will be in the legal position to dispose over the HTEL
common stocks from the date of the handing over, no other
documents are needed for establishing the unrestricted ownership
right over the common stocks.

5.2.2     the stock certificates provided as stipulated under article
4.2 are endorsed by the Buyer to the Seller, or to the other legal
entity nominated by the Seller, and are endorsable by the Seller
or by the nominated legal entity without any restrictions from the
date of the handing over.



                LIMITATION OF LIABILITY

6. The Seller undertakes to indemnify the buyer for the proved
damages only which may arise out of or in connection with a breach
of the above-mentioned warranties stipulated under Article 5.1.
but in any case the liability of the Seller is limited up to the
amount of 20 MHUF.



                     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.

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 persons signing this agreement on behalf of
the Buyer and the Seller confirm by their signature that they are
fully entitled and allowed to represent the Buyer and the Seller,
that no further signatures are required to constitute an agreement
legally binding to the Parties. The Parties hereto warrant, that
the officers mentioned below have the signing and representation
authority to conclude the present agreement.

11.  The Buyer recognizes the obligations of the Company to the
Seller, which payment obligations shall be arranged according to
the agreed terms of the Protocol signed by the Parties on December
10, 1996.

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. Parties agree that the agreements mentioned above
are to be deemed as a contractual agreement as a whole.

13.  Save as article 12 of the present agreement, contracting
Parties state that except the Protocol signed by the Parties on
December 10, 1996, other documents made earlier in the subject of
sale (minutes, memorandums, etc.) are regarded invalid with the
signing of the present Agreements and exclusively the directions
of the Agreements 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, and shall be entitled to
claim back the ownership right of the Company shares and to keep
the US$ 400,000 as the amount of compensation and be entitled to
claim for further compensation for the damages and cost suffered
if the Buyer does not fulfil its obligations, especially those
stipulated in article 5.2 of the present agreement.

Buyer undertakes to indemnify, save and hold harmless the Seller
for any and all costs or loss of profit which may arise out of or
in connection with the breach of the terms of this agreement.

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/ Laszlo Szonyi             /s/ Richard Fry               
Laszlo Szonyi                 Richard Fry, HTEL


Before us as witnesses:

Name:     JWC Sparkman         Name: Kren Emil