SHARE PURCHASE AGREEMENT

THIS AGREEMENT is made as of the 9th day of August, 2005

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 4,425 registered  ordinary shares, HUF 10,000 par
value each of Kraft,  constituting HUF 50,000,000  registered  capital of Kraft,
being 100% 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  Kraft  become a  wholly-owned
subsidiary of AUGI (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:

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                                    ARTICLE 1
                         DEFINITIONS AND INTERPRETATION

Definitions

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

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

      (b)   "Acquisition  Shares" means the 24,000,000  AUGI Common 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 June 30,
            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 June 30, 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 three  month  period  ended March 31,  2005,  true copies of
            which are attached as Schedule "F" hereto;

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      (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;

      (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 March 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  October  30,
            2005;

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

      (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 June 30, 2005 as set forth in Schedule "J" hereto;

      (w)   "Kraft Accounts  Receivable" means all accounts receivable and other
            debts  owing to Kraft,  as of June 30, 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;

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                                     - 4 -


      (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;

      (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, 2004, together with the reviewed financial
            statements for the six month period ended June 30, 2005, 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 March 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;

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      (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";

      (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;

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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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 100%  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  5,472.88  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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                                    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;

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;

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      (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 March 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 March 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;

      (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;

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      (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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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:

            (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,

<PAGE>
                                     - 11 -


            (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.  Except for the Kama Sutra Media  Ltd.,  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 severaly 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.  Except  for the Call  Option
            Agreements,  no  person,  firm or  corporation  has  any  agreement,
            option,  warrant,  preemptive  right or any other  right  capable of
            becoming an agreement,  option, warrant or right for the acquisition
            of Kraft Shares held by the Kraft  Shareholders or for the purchase,
            subscription  or  issuance  of  any of the  unissued  shares  in the
            capital of Kraft;

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

Kraft - Records and Financial Statements

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

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

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

<PAGE>
                                     - 15 -


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

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

      (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;

<PAGE>
                                     - 17 -


      (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.

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;

      (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;

<PAGE>
                                     - 21 -


      (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;

      (g)   on or prior to the  Closing  Date,  AUGI shall have  entered  into a
            consulting agreement with Robert Rubin;

      (h)   on or prior to the Closing Date, Kraft and/or the Kraft Shareholders
            shall  have  acquired  all of the  ordinary  shares  held  by  Kraft
            Shareholders  that are not  participating  in this Agreement so that
            AUGI shall  acquire  100% of the  presently  issued and  outstanding
            Kraft Shares; and

      (i)   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;

      (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

<PAGE>
                                     - 22 -


            (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 satisfaction of all material  liabilities of AUGI on or prior to
            the Closing Date, other than those  liabilities  relating to (A) the
            June 2003 Bridge Notes as defined  under Article 10 and (B) the note
            payable to United Parcel  Service (the "UPS Note"),  save and except
            for liabilities incurred in connection with the Acquisition;

      (h)   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 $2,500,000
            financing  in the form of a  convertible  debenture  financing  (the
            "Financing");

      (j)   each of the directors and officers of AUGI, except for Robert Rubin,
            shall have resigned as directors and/or officers of AUGI;

      (k)   Zoltan Kiss shall have been  appointed  as the Chairman of the Board
            of the Board of  Directors  of AUGI and Tamas Niklai shall have been
            appointed  to  the  Board  of  Directors,  provided,  however,  such
            appointment of Mr. Niklai shall not become  effective  until 10 days
            after the mailing of the Schedule 14f;

      (l)   on or prior to the  Closing  Date,  AUGI shall have  entered  into a
            consulting agreement with Zoltan Kiss;

      (m)   on or prior to the Closing  Date,  AUGI shall have  entered  into an
            employment  agreement  with  Tamas  Niklai,  which  such  employment
            agreement  shall  include the issuance of securities to Tamas Niklai
            including  1,750,000 shares of common stock of AUGI and an option to
            purchase 4,230,000 shares of common stock of AUGI;

      (n)   on or prior to the  Closing  Date,  AUGI shall have  entered  into a
            termination  agreement  with Robert  Rubin  whereby  the  employment
            agreement   entered  by  and  between   AUGI  and  Robert  Rubin  is
            terminated;

      (o)   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.;

      (p)   on or prior to the Closing  Date,  AUGI shall have  entered  into an
            earn out agreement  with  management of Kraft whereby AUGI agrees to
            issue up to  6,000,000  shares of its common stock in the event that
            certain revenue and pre-tax targets are accomplished;

<PAGE>
                                     - 23 -


      (q)   on or prior to the Closing Date, AUGI shall have filed its Form 10-Q
            for the quarter ended March 31, 2005 and June 30, 2005;

      (r)   on or before  September  15,  2005 AUGI  shall  have  disbursed  USD
            $500,000 as an  interest-free  loan to Kraft,  which amount shall be
            deducted from the USD $5,250,000  financing;  provided,  however, in
            the event  that the  Acquisition  does not close by the  Termination
            Date,  then  Kraft  shall  be  required  to pay such  loan  with 12%
            interest within 30 days of such Termination Date;

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

Waiver by Kraft and the Kraft Shareholders

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 October 30, 2005 (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.

<PAGE>
                                     - 24 -


                                    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.

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:

<PAGE>
                                     - 25 -


      (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;

      (f)   declaration  of  acceptance  by Tamas  Niklai of being  elected as a
            member of the Board of Directors of Kraft, and

      (g)   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)   resignations of all of the officers of AUGI as of the Closing Date;

      (e)   resignations  of David M. Barnes,  Michael Metter and Howard Katz as
            directors of AUGI;

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

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

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

<PAGE>
                                     - 26 -


      (i)   the Settlement Agreement entered by and between AUGI and the holders
            of the June 2003 Notes as defined under Article 10.

                                                  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)   file with the  Securities  and  Exchange  Commission  Schedule  14f1
            disclosing  the change in  control  of AUGI and,  10 days after such
            filing, date the resolutions appointing to the board of directors of
            AUGI two directors selected by Zoltan Kiss;

      (e)   prepare and  deliver by  September  10,  2005,  the Kraft  Financial
            Statements;

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

      (g)   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; and

      (h)   after the Closing,  subject to the discretion of management of AUGI,
            AUGI shall commence selling, as it deems appropriate,  the shares of
            common stock of Western  Power & Equipment  Corp.  and proceeds from
            such sale shall be used to pay the  holders  of the 10%  convertible
            notes in the principal amount of $1,500,000 issued in June 2003 (the
            "June 2003 Bridge Notes").

<PAGE>
                                     - 27 -


                                   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:  Greg Sichenzia, Esq.
            Phone:  (212) 930-9700
            Telecopier:  (212) 930-9725

      (b)   Kraft or the Kraft Shareholders:

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

            With a copy to:

            Bellak Law Office
            Falk Miksa u 13
            Budapest 1055
            Hungary
            Fax/tel: + 36 1 331 4580

<PAGE>
                                     - 28 -


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>
                                     - 29 -


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

AMERICAN UNITED GLOBAL, INC.

By:_______________________________
     Robert Rubin, CEO

KRAFT RT.

By:_______________________________
     Zoltan Kiss, Director

SHAREHOLDERS OF KRAFT RT.

______________________________________  ________________________________________
Dr. Laszlo Farkas (425 Kraft Shares)    Gabriella Maria Kiss (750 Kraft Shares)

______________________________________  ________________________________________
Anna Noemi Szabo (250 Kraft Shares)     Janka Krisztina Szabo (250 Kraft Shares)

______________________________________  ________________________________________
Zoltan J. Kiss (1,850 Kraft Shares)     Nagyezsda Kiss (150 Kraft Shares)

______________________________________
Joseph Gregory Kiss (750 Kraft Shares)

<PAGE>
                                     - 30 -

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
Name of Shareholder of Kraft Rt.     Shares of Kraft Rt. Owned     Shares of American United Global,
                                                                           Inc. to be Issued
-------------------------------------------------------------------------------------------------------
<S>                                                        <C>                            <C>
Dr. Laszlo Farkas                                          425                            2,305,085
-------------------------------------------------------------------------------------------------------
Gabriella Maria Kiss                                       750                            4,067,797
-------------------------------------------------------------------------------------------------------
Anna Noemi Szabo                                           250                            1,355,932
-------------------------------------------------------------------------------------------------------
Janka Krisztina Szabo                                      250                            1,355,932
-------------------------------------------------------------------------------------------------------
Zoltan J. Kiss                                           1,850                           10,033,898
-------------------------------------------------------------------------------------------------------
Nagyezsda Kiss                                             150                              813,559
-------------------------------------------------------------------------------------------------------
Joseph Gregory Kiss                                        750                            4,067,797
-------------------------------------------------------------------------------------------------------
Total                                                    4,425                           24,000,000
-------------------------------------------------------------------------------------------------------
</TABLE>