*Indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed separately with the Securities and
Exchange Commission.

                                                                CONFORMED COPY



                                  MIH LIMITED


                                    - and -


                          VILLIERS SECURITIES LIMITED


                                    - and -


                               ABSA BANK LIMITED





                            -----------------------

                              AMENDMENT AGREEMENT
                    in respect of the Facilities Agreement
                        dated 10 December 1999 relating
                      to a loan and guarantee facility of
                       US$62,000,000, to be increased to
                       US$115,000,000 in accordance with
                           this AMENDMENT AGREEMENT

                           ------------------------


<PAGE>









                                  MIH LIMITED


                                    - and -


                               ABSA BANK LIMITED





                            -----------------------

                             AMENDED AND RESTATED
                             FACILITIES AGREEMENT
                       relating to a loan and guarantee
                          facility of US$115,000,000

                           ------------------------


<PAGE>


                              TABLE OF CONTENTS

1     Interpretation........................................................ 1
2     Conditions Precedent.................................................. 1
3     Representations and Warranties........................................ 2
4     Fees and Expenses and Stamp Duty...................................... 2
5     Amendments to Facilities Agreement.................................... 3
6     Incorporation of Terms of the Facilities Agreement.................... 3
7     Existing Facilities................................................... 3
8     Designation of this Agreement as a Security Document.................. 3
9     Counterparts.......................................................... 3
10    Law and Jurisdiction.................................................. 3

                         TABLE OF CONTENTS

1     Interpretation........................................................ 1
2     The Facilities........................................................ 8
3     Loan Facility......................................................... 9
4     Repayment.............................................................10
5     Prepayment and Cancellation...........................................10
6     Interest Periods......................................................10
7     Interest..............................................................11
8     Certificates and Determination........................................11
9     Guarantee Facility....................................................11
10    Indemnity.............................................................12
11    Guarantee Commission..................................................13
12    Cash Collateral.......................................................13
13    Payments and Default Interest.........................................14
14    Changes in Circumstances..............................................15
15    Representations and Warranties........................................16
16    Conditions Precedent..................................................17
17    Undertakings..........................................................19
18    Financial Information.................................................22
19    Financial Covenants...................................................23
20    Demand Events.........................................................25
21    Fees..................................................................27
22    Set-off...............................................................27
23    Stamp Duties..........................................................27
24    Delay and Remedies Cumulative.........................................28
25    Notices...............................................................28
26    Currency Indemnity....................................................28
27    Assignments...........................................................28
28    Costs.................................................................29
29    Severability..........................................................29
30    Counterparts..........................................................29
31    Existing Facilities...................................................29
32    Law and Jurisdiction..................................................29


<PAGE>


DATE:  as of 30 March   2001                                    CONFORMED COPY

PARTIES:

(1)     MIH Limited  ("MIH"),  a company  incorporated  in the British  Virgin
        Islands, registered number I.B.C. No.: 47572;

(2)     Villiers Securities Limited  ("Villiers"),  a company  incorporated in
        Mauritius, registered number 19334/3571; and

(3)     ABSA Bank  Limited (the "Bank")  acting  through its London  Branch at
        52/54 Gracechurch Street London EC3V 0LD.

OPERATIVE PROVISIONS:

1       Interpretation

1.1     In this agreement, unless the context otherwise requires:

        "Existing   Guarantees"  has  the  meaning  given  in  the  Facilities
        Agreement set out in Schedule 2 to this agreement;

        "Facilities  Agreement" means the facilities  agreement  relating to a
        loan and guarantee  facility of  US$62,000,000  dated 10 December 1999
        between  the  parties to this  agreement  as amended by a  side-letter
        dated 20 April 2000 from the Bank to MIH and Villiers;

        "Obligors" has the meaning given in the  Facilities  Agreement set out
        in Schedule 2 to this agreement;

        "Open TV" has the meaning given in the Facilities Agreement set out in
        Schedule 2 to this agreement;

        "Open  TV  Share  Charge"  has the  meaning  given  in the  Facilities
        Agreement set out in Schedule 2 to this agreement;

        "Security Document" has the meaning given in the Facilities  Agreement
        set out in Schedule 2 to this agreement;

        terms defined and  expressions  used in the Facilities  Agreement have
        the same  meaning in this  agreement  unless  otherwise  stated or the
        context does not permit;

        a reference to a "Clause" or a  "Schedule"  is a reference to a clause
        or a schedule of this agreement;

        a reference to this or any other  agreement or document is a reference
        to the same as from time to time  amended,  novated  or  supplemented,
        before or after the date of this agreement.

2       Conditions Precedent

        The  amendments  and  confirmations  set  out  in  Clause  5 and 6 are
        conditional  upon and  shall  not be  effective  until  such time (the
        "Effective  Time")  as the  Bank  has  confirmed  to  each  of MIH and
        Villiers that it has received each of the items  mentioned in Schedule
        1, each in form and substance  satisfactory  to it,  provided that the
        Bank may waive on such terms as it thinks fit any of the  foregoing in
        whole or in part and it is further agreed and acknowledged by the Bank
        that if


                                      1


<PAGE>


        South African  Reserve Bank approval is required for the entry into of
        any Security Document (other than the Open TV Share Charge and the UBC
        Share Charge and this  agreement)  the Bank will waive any  conditions
        precedent  in so far as they  relate  solely to the entry into of such
        Security  Document and it is further agreed and acknowledged that each
        Security  Document  (other  than the Open TV Share  Charge and the UBC
        Share  Charge and this  agreement)  shall  include a provision  to the
        effect that such document shall only take effect to the extent that no
        South African  Reserve Bank approval is required for the entry into of
        such document.

3       Representations and Warranties

3.1     Each of MIH and Villiers makes the  representations  and warranties in
        Clauses  3.2 to 3.6 for the benefit of the Bank as of the date of this
        agreement.

3.2     It has the power to make and carry out the terms of this agreement and
        has taken all necessary  corporate  action to authorise the execution,
        delivery and performance of this agreement.

3.3     This  agreement  constitutes  the legally  binding  obligations  of it
        enforceable in accordance with its respective terms.

3.4     The making and performance of this agreement does not and will not:

        3.4.1   violate any provision of:

                (a)     any law or  regulation  or any  order or decree of any
                        governmental  authority  or  agency or of any court in
                        any respect;

                (b)     the laws and documents  incorporating and constituting
                        it in any respect; or

                (c)     any mortgage,  contract or other  undertaking to which
                        it is a party or which  is  binding  upon it or any of
                        its assets in any material respect;

        3.4.2   result in the creation or imposition of any security interest,
                lien,  charge  or  other  encumbrance  on any  of  its  assets
                pursuant to the provisions of any such  mortgage,  contract or
                other undertaking.

3.5     It has  received  or  obtained  every  consent  of,  licence  from  or
        exemption  by any  governmental  or  administrative  body or authority
        required to authorise or required in connection with the  performance,
        validity or  enforceability  of this  agreement and the same are valid
        and subsisting.

3.6     The representations  and warranties  contained in Clauses 15.2 to 15.9
        of the  Facilities  Agreement  are true and  correct as at the date of
        this agreement with reference to the facts and circumstances  existing
        at the time of this agreement.

4       Fees and Expenses and Stamp Duty

4.1     MIH shall pay to the Bank an arrangement  fee of * on the signing date
        of this agreement.


                                      2


<PAGE>


4.2     MIH  shall pay all  reasonable  costs and  expenses  and  registration
        charges  (including  legal fees and value added tax) incurred or to be
        incurred  by the  Bank  in the  negotiation  and  preparation  of this
        agreement.

4.3     MIH shall pay and  indemnify  the Bank in respect of any stamp  duties
        and like taxes or charges (if any) which may be payable or  determined
        to  be  payable  in  connection   with  the  making,   performance  or
        enforcement of this agreement.

5       Amendments to Facilities Agreement

5.1     The Facilities  Agreement shall be, and is hereby amended so as to be,
        in the form set out in Schedule 2 hereto and shall take effect in such
        form from the Effective Time.

5.2     The amendments effected pursuant to Clause 5.1 shall not prejudice any
        of the rights or  remedies  (including  in  respect of Demand  Events)
        which may have  arisen in favour of the Bank with  respect  to each or
        any of the  Obligors  prior to the time that the  amendments  effected
        pursuant to Clause 5.1 become effective  pursuant to Clause 2 and such
        rights and remedies  shall be deemed to be continuing  and unwaived if
        they would have been  continuing  and unwaived but for the  execution,
        delivery and performance of this agreement.

6       Incorporation of Terms of the Facilities Agreement

        The  terms and  conditions  of the  Facilities  Agreement  are  hereby
        incorporated  mutatis  mutandis to the fullest extent not inconsistent
        with  this  agreement  and  as if  any  reference  to  the  Facilities
        Agreement  included a several  reference to this  agreement and to the
        Facilities  Agreement as amended by this agreement.  This agreement is
        supplemental to the Facilities Agreement and shall be read as one with
        it. Save as otherwise  specified  in this  agreement,  the  Facilities
        Agreement remains in full force and effect.

7       Existing Facilities

        From the Effective  Time,  Villiers  shall cease to be entitled to use
        any  facilities  previously  made  available by the Bank and MIH shall
        cease to be entitled to use any facilities  previously  made available
        by the Bank otherwise than in accordance with the Facilities Agreement
        in the form set out in Schedule 2.

8       Designation of this Agreement as a Security Document

        This agreement is a Security Document.

9       Counterparts

        This agreement may be executed in any number of counterparts, and this
        has the same effect as if the signatories on the counterparts  were on
        a single copy of this agreement.

10      Law and Jurisdiction

10.1    This agreement  shall be governed by and construed in accordance  with
        English law.


                                      3


<PAGE>


10.2    Each of MIH and  Villiers  agrees for the benefit of the Bank that the
        courts of England  shall have  jurisdiction  to hear and determine any
        suit, action or proceeding and to settle any disputes, which may arise
        out of or in connection  with this  agreement  and, for such purposes,
        irrevocably submits to the jurisdiction of such courts.

10.3    Each of MIH and Villiers  irrevocably  waives any objection which they
        might now or hereafter  have to the courts  referred to in Clause 10.2
        being nominated as the forum to hear and determine any suit, action or
        proceeding,  and to settle any disputes,  which may arise out of or in
        connection  with this  agreement and agrees not to claim that any such
        court is not a convenient or appropriate forum.

10.4    The submission to the jurisdiction of the courts referred to in Clause
        10.2 shall not (and shall not be  construed  so as to) limit the right
        of the Bank to take  proceedings  against MIH or Villiers or any party
        to any Security Document in any other court of competent  jurisdiction
        nor shall the taking of proceedings  in any one or more  jurisdictions
        preclude the taking of proceedings in any other jurisdiction,  whether
        concurrently or not.

10.5    Each of MIH and  Villiers  agrees  that the process by which any suit,
        action or  proceeding  against it in England is begun may be served on
        it by being  delivered to Denton Wilde Sapte at 1 Fleet Place,  London
        EC4M 7WS.

IN WITNESS  whereof the parties  hereto have caused this  agreement to be duly
executed on the date first above written


                                      4


<PAGE>


                                  SCHEDULE 1

                        CONDITIONS PRECEDENT DOCUMENTS

1       Each of the Security  Documents  duly  executed  and  delivered by the
        parties thereto together with (to the extent  necessary) duly executed
        transfer  forms of the  relevant  shares in favour of the Bank (or its
        nominee)  and the  corresponding  share  certificates  and such  other
        documents and information as the Bank may in its discretion require to
        enable the  relevant  charge to be  perfected  together  with  written
        confirmation  (and/or other  evidence  satisfactory  to the Bank) from
        each of the Obligors that has entered into a Security  Document  prior
        to the date of this agreement that each of the amendments  referred to
        in this agreement is binding on it and that its  obligations,  and the
        security created by it,  contained in each such Security  Document are
        not  discharged,  impaired  or  otherwise  affected by any of them and
        remain in full force and effect notwithstanding the entry into of this
        agreement.

2       In relation to Villiers and each of the Obligors and Open TV:

        (i)     certified  true and  up-to-date  copies of the  constitutional
                documents  of Villiers  and each of the  Obligors  and Open TV
                together with  certificates  addressed to the Bank from a duly
                authorised  officer of Villiers and each  Obligor  setting out
                the names and signatures of the persons  authorised to execute
                on behalf of Villiers or such  Obligor this  agreement  and/or
                each Security  Document to which it is to become a party after
                the date of this agreement and/or the  confirmations  referred
                to in paragraph 1 above and  confirming  such other matters as
                the Bank may require;

        (ii)    certified true copies of board  resolutions or other necessary
                corporate action required to authorise the execution, delivery
                and  performance  by Villiers and each of the Obligors of this
                agreement  and/or  each  Security  Document  to which it is to
                become a party  after the date of this  agreement  and/or  the
                confirmations referred to in paragraph 1 above and authorising
                appropriate  persons to execute  and deliver the same on their
                respective behalves;

        (iii)   evidence satisfactory to the Bank that all necessary approvals
                have been given or  obtained  by each party to this  agreement
                and/or each Security Document to which it is to become a party
                after  the date of this  agreement  and/or  the  confirmations
                referred  to in  paragraph  1  above  to  give  effect  to the
                transactions contemplated hereby or thereby.

3       A copy,  certified  true by a director or the secretary of MIH, of the
        corporate structure chart of MIH and its Subsidiaries.

4       Such evidence of the  appointment of process agents in England and the
        acceptance of such  appointments as the Bank may require in respect of
        the Security Documents.

5       All legal and other matters in relation to the Security  Documents and
        the Existing  Guarantees  and the  transactions  contemplated  by this
        agreement and the other Security Documents and the Existing Guarantees
        shall be in form and substance satisfactory to the Bank.

6       Opinions from its Thai,  Dutch,  Luxembourg,  British Virgin  Islands,
        Hong Kong and  Californian  legal advisers in relation to the Security
        Documents, together with such


                                      5


<PAGE>

        opinions from legal advisers in such other  jurisdictions  as the Bank
        in its sole and absolute discretion may require.


                                      6


<PAGE>


                                  SCHEDULE 2

                   AMENDED AND RESTATED FACILITIES AGREEMENT


                                      7


<PAGE>


DATE: 10 December 1999

PARTIES:

(1)     MIH Limited  ("MIH"),  a company  incorporated  in the British  Virgin
        Islands, registered number I.B.C. No.: 47572; and

(2)     ABSA Bank  Limited (the "Bank")  acting  through its London  Branch at
        52/54 Gracechurch Street London EC3V 0LD.

WHEREAS the Bank has agreed to make  available to the Borrower a loan facility
and a guarantee facility  aggregating  US$115,000,000  upon and subject to the
terms of this agreement.

OPERATIVE PROVISIONS:

1       Interpretation

1.1     In this agreement, unless the context otherwise requires:

        "Advance"  means  the  principal  amount  of a  borrowing  made by the
        Borrower  hereunder  or, as the context  may  require,  the  principal
        amount thereof for the time being outstanding (but, excluding, for the
        avoidance of doubt,  any Guarantees  issued by the Bank at the request
        of the Borrower) (together, the "Advances");

        "Amendment  Agreement"  means an  amendment  agreement  dated as of 30
        March 2001 between MIH, Villiers and the Bank;

        "Borrower" means MIH;

        "Business  Day"  means a day (other  than a  Saturday  or a Sunday) on
        which  in the City of  London  and New York  City  banks  are open for
        ordinary banking business;

        "Default  Rate" means the rate  determined  by the Bank to be the rate
        which  would have been  payable if,  during the period of  non-payment
        thereof,  the overdue  amount had  constituted  an Advance  under this
        agreement,  made for successive  Interest  Periods of such duration as
        the Bank may  from  time to time  select,  plus an  additional  2% per
        annum.  Such interest  shall be compounded at the end of such selected
        Interest Period;

        "Demand Event" means any of the events referred to in Clause 20.1;

        "Existing  Guarantees"  means  the  guarantees  issued  by the Bank in
        favour  of  Ergobank  S.A.  in  respect  of   facilities   granted  to
        Subsidiaries  of NetMed  Hellas  SA and  issued on 30 July 1998 and 25
        November  1999 and in the amounts of Greek Drachma  1,920,000,000  and
        1,080,000,000  respectively  and the  guarantee  issued by the Bank in
        favour of NetMed  Hellas SA and issued on 23 February  2000 and in the
        amount of Greek Drachma  2,000,000,000  respectively  and in each case
        includes any replacements thereof that may be issued in the discretion
        of the Bank prior to the date that the  conditions set forth in Clause
        16 have been satisfied;

        "Facilities" means the Loan Facility and the Guarantee Facility (each,
        a "Facility");

        "Final Repayment Date" means the date falling 3 years from the date of
        the Amendment Agreement;


                                      1


<PAGE>


        "Financial  Indebtedness"  means  indebtedness in respect of (i) money
        borrowed or raised;  (ii) debit balances at any bank;  (iii) any bond,
        note, loan, loan stock,  debenture or similar  instrument or security;
        (iv) acceptance or documentary  credit facilities or bill discounting,
        note purchase or factoring facilities other than those entered into on
        a non-recourse  basis; (v) the payment for assets or services acquired
        deferred in excess of a period of 30 days;  (vi) rental payments under
        leases (whether in respect of land, machinery, equipment or otherwise)
        which  are  accounted  for  as  finance  leases  in  accordance   with
        accounting principles, concepts, bases and policies generally adopted;
        and (vii) guarantees,  indemnities or other similar assurances against
        financial loss in respect of  indebtedness of any person in respect of
        any of the types  referred to in paragraphs  (i) to (vi)  inclusive of
        this definition.  For the avoidance of doubt,  Financial  Indebtedness
        shall  not  include  (a)  operating  leases,  and  those  relating  to
        transponder  leases  (whether  or not such  transponder  leases  would
        otherwise fall within this definition of Financial  Indebtedness)  (b)
        non-interest  bearing  programme  and  film  rights  payable  and  (c)
        performance  guarantees  in relation to  programming  (including  film
        rights) contracts and shall also not include  guarantees,  indemnities
        or other similar  assurances  against financial loss in respect of any
        of such leases, rights or guarantees;

        "Guarantee" means a guarantee or bond or similar instrument  requested
        by the  Borrower  to the  Bank  to be  issued  by the  Bank  including
        (subject   to   Clause   9.5)  the   Existing   Guarantees   (together
        "Guarantees");

        "Guarantee  Facility"  means the U.S.  Dollar  and  Optional  Currency
        guarantee facility referred to in Clause 2.2;

        "Guarantors"  means MIH, MIH  Finance,  MIH  Luxembourg,  MultiChoice,
        Myriad Africa, Myriad Asia, Myriad,  Mindport, MHL, MHSA, MISA and OTV
        Holdings (each, a "Guarantor");

        "Interest  Period"  means,  in  relation  to an  Advance,  each period
        ascertained  in accordance  with Clause 6.1  commencing on the date on
        which such Advance is made;

        "Irdeto"  means  Irdeto  Access B.V.,  a company  incorporated  in the
        Netherlands, registered number 34073774;

        "Loan Facility" means the U.S. Dollar revolving loan facility referred
        to in Clause 2.1;

        "Margin" means, in relation to each Advance, two per cent. per annum;

        "Material  Adverse  Effect" means any effect which,  in the reasonable
        opinion  of the Bank,  might  reasonably  be  expected  to affect  the
        business, assets or financial condition of the MIH Group as a whole in
        a manner which might  reasonably be expected to materially  affect the
        ability of the  Obligors  to comply with their  obligations  under any
        Security Document;

        "MHL" means Mindport Holdings Limited,  a company  incorporated in the
        British Virgin Islands, registered number 317650;

        "MHL  Guarantee"  means a guarantee and indemnity from MHL to the Bank
        in respect of obligations of the Obligors in a form  acceptable to the
        Bank;


                                      2

<PAGE>


        "MHSA"  means  Mindport  Holdings  S.A.,  a  company  incorporated  in
        Luxembourg, registered number R.C.B. 72.435;

        "MHSA Guarantee" means a guarantee and indemnity from MHSA to the Bank
        in respect of obligations of the Obligors in a form  acceptable to the
        Bank;

        "MIH China" means MIH China Limited,  a company  incorporated  in Hong
        Kong registered No.592359;

        "MIH China  Share  Charge"  means a charge or pledge by Myriad Asia in
        favour  of the  Bank in a form  acceptable  to the  Bank  over all the
        right,  title and  interest of Myriad Asia in and to its shares in the
        capital of MIH China,  securing all liabilities of the Obligors to the
        Bank from time to time;

        "MIH Finance" means MIH Finance (BVI) Limited, a company  incorporated
        in the British Virgin Islands, registered number 436993;

        "MIH  Finance  Guarantee"  means a guarantee  and  indemnity  from MIH
        Finance to the Bank in respect of  obligations  of the  Obligors  in a
        form acceptable to the Bank;

        "MIH Group" means MIH and each of its Subsidiaries (other than Open TV
        and its  Subsidiaries  and  M-Web  Holdings  Limited)  and "MIH  Group
        Company" means any one of them;

        "MIH  Guarantee"  means a guarantee and indemnity from MIH to the Bank
        in respect of obligations of the Obligors in a form  acceptable to the
        Bank;

        "MIH  Luxembourg"  means  MIH  S.a.r.l.,  a  company  incorporated  in
        Luxembourg;

        "MIH  Luxembourg  Guarantee"  means a guarantee and indemnity from MIH
        Luxembourg to the Bank in respect of  obligations of the Obligors in a
        form acceptable to the Bank;

        "MIH  Luxembourg  Share Charge" means a pledge by MIH in favour of the
        Bank in a form  acceptable  to the Bank over all the right,  title and
        interest of MIH in and to its shares in the capital of MIH Luxembourg,
        securing  all  liabilities  of the  Obligors  to the Bank from time to
        time;

        "Mindport"  means  Mindport  B.V.,  a  company   incorporated  in  the
        Netherlands, registered number 34083174;

        "Mindport  Guarantee" means a guarantee and indemnity from Mindport to
        the  Bank  in  respect  of  obligations  of  the  Obligors  in a  form
        acceptable to the Bank;

        "Mindport  Share  Charge"  means a pledge by Mindport in favour of the
        Bank in a form  acceptable  to the Bank over all the right,  title and
        interest  of  Mindport  in and to its shares in the capital of Irdeto,
        securing  all  liabilities  of the  Obligors  to the Bank from time to
        time;

        "MISA" means  Mindport  Investments  S.A., a company  incorporated  in
        Luxembourg, registered number R.C.B. 72.436;

        "MISA Guarantee" means a guarantee and indemnity from MISA to the Bank
        in respect of obligations of the Obligors in a form  acceptable to the
        Bank;


                                      3
<PAGE>


        "MISA Share  Charge" means a pledge by MISA in favour of the Bank in a
        form acceptable to the Bank over all the right,  title and interest of
        MISA in and to its shares in the  capital of  Mindport,  securing  all
        liabilities of the Obligors to the Bank from time to time;

        "MultiChoice" means MultiChoice Africa Limited, a company incorporated
        in the British Virgin Islands, registered number I.B.C. No.: 14927;

        "MultiChoice  Africa  Guarantee"  means a guarantee and indemnity from
        MultiChoice to the Bank in respect of obligations of the Obligors in a
        form acceptable to the Bank;

        "Myriad"   means  Myriad   International   Holdings  B.V.,  a  company
        incorporated in the Netherlands, registered number 34099856;

        "Myriad   Africa"  means  Myriad   Holdings  Africa  B.V.,  a  company
        incorporated in the Netherlands, registered number 34093407;

        "Myriad Africa  Guarantee" means a guarantee and indemnity from Myriad
        Africa to the Bank in respect of obligations of the Obligors in a form
        acceptable to the Bank;

        "Myriad Asia" means Myriad International Holdings Asia B.V., a company
        incorporated in the Netherlands, registered number 34097195;

        "Myriad Asia  Guarantee"  means a guarantee and indemnity  from Myriad
        Asia to the Bank in respect of  obligations  of the Obligors in a form
        acceptable to the Bank;

        "Myriad BV Share Charge" means a pledge or pledges by Myriad in favour
        of the Bank in a form acceptable to the Bank over all the right, title
        and interest of Myriad in and to its shares in each of Myriad  Africa,
        Myriad Asia and NetMed,  securing all  liabilities  of the Obligors to
        the Bank from time to time;

        "Myriad  Guarantee" means a guarantee and indemnity from Myriad to the
        Bank in respect of obligations of the Obligors in a form acceptable to
        the Bank;

        "Myriad Share  Charge"  means a pledge by MIH  Luxembourg in favour of
        the Bank in a form  acceptable  to the Bank over all the right,  title
        and interest of MIH  Luxembourg in and to its shares in the capital of
        Myriad, securing all liabilities of the Obligors to the Bank from time
        to time;

        "NASDAQ" means The NASDAQ Stock Market, Inc.;

        "NetMed" means NetMed N.V., a company incorporated in the Netherlands,
        registered number 34093295;

        "New  Subscription  Proceeds" means the gross proceeds of any issue of
        any  equity  securities  after  the date of this  agreement  by MIH in
        connection  with any  listing  of the  shares in MIH (or any other MIH
        Group  Company  other than an Obligor or other MIH Group Company whose
        shares are  intended  to be the  subject of  security in favour of the
        Bank  pursuant  to  the  Security   Documents)  on  NASDAQ   including
        US$183,000,000  representing  the gross  proceeds of the  placement of
        equity securities by MIH during April 2000 less in each case all costs
        and expenses of that issue;

        "Obligors"  means each of the Borrower and the  Guarantors  and Irdeto
        and NetMed (each, an "Obligor");


                                      4


<PAGE>


        "Open TV" means OpenTV Corp.,  a company  incorporated  in the British
        Virgin Islands, registered number 346535;

        "Open TV Share  Charge"  means a pledge or charge by OTV  Holdings  in
        favour  of the  Bank in a form  acceptable  to the  Bank  over all the
        right,  title and interest of OTV Holdings in and to its shares in the
        capital of Open TV,  securing all  liabilities  of the Obligors to the
        Bank from time to time;

        "Optional  Currency" means Sterling and any other currency (other than
        U.S.  Dollars)  which the Bank has agreed with the Borrower  should be
        made available;

        "Original Subscription Proceeds" means US$130,000,000;

        "OTV Holdings" means OTV Holdings Limited,  a company  incorporated in
        the British Virgin Islands, registered number 347544;

        "OTV Holdings  Guarantee"  means a guarantee  and  indemnity  from OTV
        Holdings to the Bank in respect of  obligations  of the  Obligors in a
        form acceptable to the Bank;

        "Outstanding  Guarantee"  means at any time a Guarantee  issued by the
        Bank in respect of which the Bank may have in its  opinion  any actual
        or contingent liability;

        "Permitted Disposal" means any disposal:

        (i)     in the ordinary course of trade and on arm's length terms;

        (ii)    by any Subsidiary to an Obligor  (other than MHL, MHSA,  MISA,
                Mindport,  Irdeto or NetMed) or by any Subsidiary  (other than
                an Obligor) to any Subsidiary;

        (iii)   of cash where such  disposal is not  otherwise  prohibited  by
                this agreement;

        (iv)    which  constitutes  the  creation  of  a  Permitted   Security
                Interest;

        (v)     in exchange for assets  (other than cash or cash  equivalents)
                comparable or superior as to type, value and quality;

        (vi)    of  receivables  or property  under  receivables  financing or
                securitisation arrangements on commercial terms;

        (vii)   on arm's  length terms where the whole of the proceeds of such
                sale,  transfer  or  disposal  (after  the  deduction  of  all
                reasonable  costs,  fees and expenses) are retained by the MIH
                Group   pending   reinvestment   in  a  manner  not  otherwise
                prohibited by this agreement;

        "Permitted Security Interest" means

        (i)     any Security Interest over or affecting (a) any asset acquired
                by a MIH Group  Company  after the date  hereof and subject to
                which such asset is  acquired  or (b) any asset of any company
                which  becomes  a MIH  Group  Company  after  the date of this
                agreement where such Security Interest is created prior to the
                date on  which  such  company  becomes  a MIH  Group  Company,
                provided that, in each case:

                (a)     such   Security    Interest   was   not   created   in
                        contemplation  of the  acquisition  of such asset by a
                        MIH Group Company or the


                                      5


<PAGE>


                        acquisition of such company;

                (b)     the  amount  thereby  secured  has  not  increased  in
                        contemplation   of,   or  since   the  date  of,   the
                        acquisition  of such  asset by a MIH Group  Company or
                        the acquisition of such company;

                (c)     that Security  Interest is discharged  within 6 months
                        of the date of the acquisition;

        (ii)    any  netting or set-off  arrangement  entered  into by any MIH
                Group   Company  in  the   ordinary   course  of  its  banking
                arrangements;

        (iii)   any netting or set-off arrangement under any agreement for any
                interest rate swap,  currency swap,  forward foreign  exchange
                transactions,  cap, floor, collar or option transaction or any
                combination  thereof  or  any  other  derivative   transaction
                entered into in connection with protection  against or benefit
                from  fluctuation  in any rate or price  (but not any  related
                arrangement  for the provision of cash collateral or any other
                related  Security  Interest,  except  as  otherwise  permitted
                hereunder);

        (iv)    any title transfer or retention of title  arrangement  entered
                into by any MIH Group  Company in the  ordinary  course of its
                trading  activities  on the  counterpart's  standard  or usual
                terms or any liens arising in the ordinary  course of trade by
                operation of law;

         (v)    any Security  Interest  created or  subsisting  with the prior
                consent of the Bank or in favour of the Bank;

         (vi)   any Security Interest subsisting at the date of this agreement
                provided  that the  aggregate value (taking the higher of book
                value or market  value for the  relevant asset) of the  assets
                subject  to  such   Security   Interests   does   not   exceed
                US$2,000,000);

        (vii)   any Security  Interest over any asset  acquired by a MIH Group
                Company  which was created  solely for the purpose of securing
                indebtedness   incurred   only  to   finance   the   price  or
                construction costs of such asset;

        (viii)  any Security  Interest over shares in companies  which are not
                Obligors  or  intended to be the subject of security in favour
                of the Bank pursuant to the Security Documents;

        (ix)    any Security  Interest  created by any MIH Group Company which
                Security Interest is not within paragraphs (i) to (viii) above
                provided that the  aggregate  value (taking the higher of book
                value or market  value for the  relevant  asset) of the assets
                subject   to  such   Security   Interest   does   not   exceed
                US$10,000,000;

        "Security  Assignment"  means  a  security  assignment  by each of the
        Guarantors in favour of the Bank in a form acceptable to the Bank over
        all  right,  title  and  interest  of  such  Guarantors  in and to any
        intra-group   indebtedness  owed  to  such  Guarantor,   securing  all
        liabilities of the Obligors to the Bank from time to time;

        "Security  Documents" means this agreement,  the Amendment  Agreement,
        the MIH  Guarantee,  the MIH  Finance  Guarantee,  the MIH  Luxembourg
        Guarantee, the MultiChoice Africa Guarantee, the Myriad Guarantee, the
        Myriad  Africa  Guarantee,  the Myriad Asia  Guarantee,  the  Mindport
        Guarantee,  the MHL Guarantee, the MHSA Guarantee, the MISA Guarantee,
        the OTV Guarantee, the UBC Share Charge, the


                                      6



<PAGE>


        Open TV Share Charge,  the MIH Luxembourg Share Charge,  the MIH China
        Share Charge, the Myriad Share Charge, the Myriad BV Share Charge, the
        Mindport Share Charge, the MISA Share Charge, the Security Assignment,
        the Side Letter and any other  document or  instrument  designated  as
        such by an Obligor and the Bank;

        "Security  Interest"  means (a) any mortgage,  pledge,  lien,  charge,
        security  assignment,   hypothecation,   security  trust  or  security
        interest and (b) any other  agreement or  arrangement  entered into to
        create or confer security over any asset;

        "Side Letter" means a side letter dated 20 April 2000 between the Bank
        and the Borrower and Villiers;

        "Sterling"  and  "(pound)"  means the  lawful  currency  of the United
        Kingdom;

        "Subsidiary"  shall have the meaning  attributed to that expression by
        Section  736 of the  Companies  Act 1985 and  "Subsidiaries"  shall be
        construed accordingly;

        "UBC" means United Broadcasting  Corporation Public Company Limited, a
        company incorporated in Thailand;

        "UBC  Share  Charge"  means a pledge or charge by MIH in favour of the
        Bank in a form  acceptable  to the Bank over all the right,  title and
        interest of MIH in and to its shares in the  capital of UBC,  securing
        all liabilities of the Obligors to the Bank from time to time;

        "U.S.  Dollars" and "US$" means the lawful money of the United  States
        of America;

        "US Dollar  Amount"  means in  relation to the  Guarantee  Facility in
        relation  to  each  Guarantee  on  any  proposed  issue  date  of  any
        Guarantee:

        (i)     if a Guarantee is or is to be denominated in U.S. Dollars, the
                face amount in U.S. Dollars of such Guarantee; or

        (ii)    if a  Guarantee  is or is to  be  denominated  in an  Optional
                Currency, the amount in U.S. Dollars that would be obtained by
                converting the face amount of such Guarantee into U.S. Dollars
                on the  basis of the  Bank's  spot  rate of  exchange  for the
                purchase of U.S.  Dollars with that  Optional  Currency on the
                proposed issue date;

        "Villiers" means Villiers Securities  Limited, a company  incorporated
        in Mauritius, registered number 19334/3571.

1.2     In this agreement,  unless the contrary intention appears, a reference
        to:

        "control" of a person by another  means that other  (whether  alone or
        acting in concert  with others,  whether  directly or  indirectly  and
        whether by the ownership of share  capital,  the  possession of voting
        power,  contract or otherwise)  has the power to appoint and/or remove
        all or the  majority of the members of the board of directors or other
        governing  body of that person or of any other person  which  controls
        that  person or  otherwise  controls  or has the power to control  the
        affairs  and  policies  of that  person or of any other  person  which
        controls that person;

        a "person" shall be construed as a reference to an  individual,  firm,
        company,  corporation,  government,  state or agency of a state or any
        association or


                                      7

<PAGE>


        partnership  (whether or not having separate legal personality) of two
        or more  of them  and  shall  include  its  successors  and  permitted
        assigns;

        a "regulation"  includes any  regulation,  rule,  official  directive,
        request or  guideline  (whether or not having the force of law) of any
        governmental body, agency,  department or regulatory,  self-regulatory
        or other authority or organisation;

        a "month" is a reference to a period starting on one day in a calendar
        month and  ending  on the  numerically  corresponding  day in the next
        calendar month save that, where any such period would otherwise end on
        a day which is not a Business  Day, it shall end on the next  Business
        Day,  unless that Business Day falls in the following  calendar month,
        in which case it shall end on the  preceding  Business Day or if there
        is no numerically  corresponding day in the month in which that period
        ends,  that period  shall end on the last  Business  Day in that later
        month (and references to "months" shall be construed accordingly);

        "security"  includes any  mortgage,  pledge,  lien,  charge,  security
        assignment,  hypothecation, security trust and any other security of a
        real or personal nature;

        "tax"  includes  any tax,  levy,  impost,  duty or other  charge  of a
        similar  nature   (including  any  penalty  or  interest   payable  in
        connection  with any  failure  to pay or delay in paying the same) and
        "taxation" shall be construed accordingly;

        the winding-up, receivership, administration, insolvency or bankruptcy
        of a person,  or such a person making an assignment for the benefit of
        or composition  with creditors or to the occurrence of any attachment,
        sequestration,  distress  or  execution  affecting  any  assets of any
        person,  and any cognate  references,  shall include any equivalent or
        analogous   proceedings   or  events  under  the  laws  of  any  other
        jurisdiction;

        a provision  of law is a  reference  to that  provision  as amended or
        re-enacted;

        a "Clause" is a reference to a clause of this agreement; and

        this agreement or any other agreement, deed or document is a reference
        to the same as from time to time amended, novated or supplemented.

1.3     As used in this  agreement,  "including"  shall  be  construed  as not
        limiting any general words or expressions in connection  with which it
        is used.

1.4     The index to and the headings in this  agreement  are for  convenience
        only and are to be ignored in construing this agreement.

1.5     Unless the context  otherwise  requires,  words importing the singular
        number shall include the plural and vice versa.

1.6     Where there is a reference in this agreement or any Security  Document
        to any  amount,  limit or  threshold  specified  in U.S.  Dollars,  in
        ascertaining  whether or not that amount,  limit or threshold has been
        attained,  broken or achieved,  as the case may be, a non-U.S.  Dollar
        amount shall be counted on the basis of the equivalent in U.S. Dollars
        of that amount using the Bank's relevant spot rate of exchange.

2       The Facilities

2.1     Subject to the terms and conditions of this  agreement  (including but
        not limited to the conditions set forth in Clause 16), the Bank agrees
        to make  available to the Borrower a revolving  loan facility  whereby
        the Bank agrees to make Advances in


                                      8


<PAGE>


        U.S. Dollars up to a maximum aggregate  principal amount not exceeding
        US$100,000,000 at any one time.

2.2     Subject to the terms and conditions of this  agreement  (including but
        not limited to the conditions set forth in Clause 16), the Bank agrees
        to make  available  to the Borrower a guarantee  facility  whereby the
        Bank  agrees  to  issue  Guarantees  at the  request  of the  Borrower
        denominated  in  U.S.  Dollars  or in any  Optional  Currency  up to a
        maximum   aggregate   principal  U.S.   Dollar  Amount  not  exceeding
        US$15,000,000 at any one time.

3       Loan Facility

3.1     The proceeds of the Advances shall be utilised by the Borrower (a) for
        the acquisition of pay-TV,  technology and internet related businesses
        or (b) for the general corporate purposes of the Borrower    *

3.2     The Bank shall not be obliged to concern itself with such utilisation.

3.3     When the Borrower wishes to borrow an Advance hereunder, it shall give
        to the Bank  notice in  writing  (which  shall be  irrevocable)  to be
        received  by the Bank no later  than  10.00  a.m.  (London  time)  two
        Business Days prior to the proposed date for borrowing specifying:

        3.3.1   the date  thereof  (which must be a Business Day no later than
                the date one month before the Final Repayment Date);

        3.3.2   the amount in U.S.  Dollars thereof (which must be an integral
                multiple of US$1,000,000 or the balance of the Loan Facility);

        3.3.3   (subject  to Clause 6.1) the  duration  of the first  Interest
                Period relating to such Advance; and

        3.3.4   the purpose as referred to in Clause 3.1 for which the Advance
                is to be borrowed  including if appropriate the purchase price
                and description of the pay-TV,  technology or internet related
                business and/or company to be acquired.

3.4     The Bank  will  make  each  Advance  available  to an  account  of the
        Borrower at the Bank.

3.5     If any Advance is not advanced after notice of borrowing  therefor has
        been served  pursuant to Clause 3.3 as a result of a failure to fulfil
        any of the conditions precedent set out in Clause 16 or as a result of
        the Borrower  failing to comply with this Clause 3, the Borrower  will
        pay to the Bank such amount as the Bank may certify (which certificate
        shall constitute  conclusive  evidence of the amount due) as necessary
        to compensate  the Bank for any losses on account of funds borrowed or
        contracted for in order to fund such Advance.


                                      9


<PAGE>


4       Repayment

4.1     Subject to the provisions of Clause 20 (Demand  Events),  the Borrower
        shall  repay the full  amount of each  Advance  on the last day of the
        Interest  Period  relating  to that  Advance.  Subject to Clause  4.3,
        amounts so repaid in accordance  with this Clause 4.1 may,  subject to
        the terms of this agreement, be reborrowed.

4.2     Without  prejudice  to the  Borrower's  obligation  to repay  the full
        amount of each  Advance on the due date,  where on the same day as the
        Borrower is due to repay an Advance the Borrower  also requests and is
        entitled in accordance  with this agreement to borrow an Advance,  the
        amounts to be so repaid and so borrowed  shall be netted  against each
        other to the intent  that there  shall be an actual  transfer of funds
        from  the  Bank to the  Borrower  or,  as the  case  may be,  from the
        Borrower to the Bank of the net amount.

4.3     Subject to the provisions of Clause 5.2 and Clause 20 (Demand Events),
        all  outstanding  Advances  shall  be  repaid  in  full  on the  Final
        Repayment Date.

5       Prepayment and Cancellation

5.1     The Borrower  may prepay an Advance  (together  with accrued  interest
        thereon)  on any  Business  Day in whole but not in part on giving not
        less than fourteen days' prior written notice to the Bank. Such notice
        shall be  irrevocable  and shall  constitute  an  obligation to prepay
        accordingly. Any amounts prepaid under this Clause 5.1 may, subject to
        the terms of this agreement,  be reborrowed.  The Borrower will pay to
        the Bank such  amounts  as may be due to it under  Clause  13.5 if any
        such  prepayment  is made  on a day  other  than  the  last  day of an
        Interest Period relative to such Advance.

5.2     The Borrower may on giving not less than fourteen  days' prior written
        notice to the Bank  cancel  without  cost or  penalty  the  unutilised
        portion of the Loan  Facility in whole or in part (but, if in part, in
        a  minimum  amount  of  US$5,000,000  and  an  integral   multiple  of
        US$1,000,000). On the expiry of such notice the Loan Facility shall be
        cancelled  or,  as  applicable,  appropriately  reduced.  No notice of
        cancellation  may be withdrawn or revoked.  The Borrower  shall not be
        entitled  to cancel any part of the Loan  Facility  otherwise  than in
        accordance with the express provisions of this agreement and no amount
        of the Loan Facility cancelled may thereafter be utilised.

6       Interest Periods

6.1     Each Interest  Period shall,  subject as follows,  be of a duration of
        one, two or three months, as selected by the Borrower in any notice in
        writing issued pursuant to Clause 3.3 provided that:

        6.1.1   if any  Interest  Period  would  end on a day  which  is not a
                Business Day,  such  Interest  Period shall be extended to the
                next  succeeding  Business  Day unless such next  Business Day
                falls in the next calendar  month in which event such Interest
                Period shall end on the immediately preceding Business Day;

        6.1.2   the first Interest Period relative to each Advance (other than
                the  first  Advance)  shall  end on the  same  day as the then
                current  Interest  Period relative to the first Advance to the
                intent that on the  expiration  of the first  Interest  Period
                relative to each Advance (other than the first


                                      10


<PAGE>


                Advance)  all  Advances  shall  thereafter  be  treated as one
                Advance and, to the extent  practicable,  all Interest Periods
                shall be co-terminous;

        6.1.3   if the  Borrower  fails to select an  Interest  Period  for an
                Advance in  accordance  with Clause 3.3 that  Interest  Period
                shall (subject to the other  provisions of this Clause) be one
                month; and

        6.1.4   the Final  Repayment Date shall be the last day of an Interest
                Period.

7       Interest

7.1     The Borrower  shall pay to the Bank  interest on each  Advance  during
        each Interest Period relative thereto at the rate per annum determined
        by the Bank to be the  aggregate  of the Margin and the  offered  rate
        quoted to the Bank by leading banks in the London  Interbank Market at
        or about  11.00 a.m.  (London  time) two  Business  Days' prior to the
        first day of such  Interest  Period for  deposits  denominated  in the
        currency  of, and of  comparable  amount to, such Advance for the same
        period as that of such Interest Period.

7.2     Save as provided otherwise herein, interest in respect of each Advance
        shall  be paid in  arrears  on the last  day of each  Interest  Period
        relative thereto.

7.3     Interest  determined as aforesaid  shall accrue from day to day and be
        calculated on the actual number of days elapsed and the basis of a 360
        day year and shall be payable both before and after judgment.

7.4     If in relation to an Advance and a particular Interest Period the Bank
        shall have  determined that by reason of  circumstances  affecting the
        London Interbank Market generally adequate and fair means do not exist
        for  ascertaining  the rate of  interest  applicable  to that  Advance
        during such Interest  Period pursuant to Clause 7.1, the Bank shall as
        soon as practicable and in any event prior to the  commencement of the
        relevant such Interest Period give notice of such determination to the
        Borrower.  In the event that the Advance is made available by the Bank
        or is  outstanding,  the Bank shall as soon as practicable  thereafter
        notify the Borrower of a substitute  interest rate to be applicable to
        the Advance  during such Interest  Period,  reflecting the cost to the
        Bank of funding  the Advance  plus the Margin from such  sources as it
        may select in good faith. If such substitute rate is not acceptable to
        the  Borrower,  it may prepay the Advance in full within ten  Business
        Days after such  notification  on giving to the Bank not less than two
        Business  Days'  notice  thereof or on such other date as is  mutually
        agreed.  Such prepayment  shall be made together with accrued interest
        on the amount so prepaid at the substitute rate notified as aforesaid,
        together with all other amounts due to the Bank.

8       Certificates and Determination

        Any  certification  or  determination  by the Bank of a rate or amount
        under this  agreement  shall,  in the  absence of manifest  error,  be
        conclusive evidence of the matters to which it relates.

9       Guarantee Facility

9.1     Subject to the terms and conditions of this  agreement  (including but
        not limited to the conditions set forth in Clause 16), the Bank agrees
        to issue Guarantees at the request of the Borrower denominated in U.S.
        Dollars  or  in  any  Optional  Currency  up  to a  maximum  aggregate
        principal U.S.  Dollar Amount not exceeding  US$15,000,000  at any one
        time for its general corporate purposes subject to Clause 9.5 provided
        that prior to the date on which the conditions set forth in


                                      11


<PAGE>


        Clause 16 have been  satisfied  or at any time whilst  those  Existing
        Guarantees remain Outstanding Guarantees the Bank shall not be obliged
        to issue Guarantees  hereunder in excess of that amount which is equal
        to US$15,000,000 less the principal amount of the Existing  Guarantees
        and for this  purpose the  principal  amount of an Existing  Guarantee
        shall be  calculated  by  converting  the face amount of such Existing
        Guarantee  into U.S.  Dollars on the basis of the Bank's  spot rate of
        exchange for the  purchase of U.S.  Dollars with the currency in which
        it is  denominated  on  each  proposed  issue  date  of any  Guarantee
        requested to be issued by the Borrower hereunder.

9.2     When the Borrower wishes the Bank to issue a Guarantee (other than the
        Existing  Guarantees),  it shall  give to the Bank  notice in  writing
        (which shall be  irrevocable) to be received by the Bank not less than
        five Business Days prior to the proposed issue date of the Guarantee:

        9.2.1   requesting the issue thereof;

        9.2.2   specifying  the proposed  issue date (which must be a Business
                Day no later  than the date  three  months  before  the  Final
                Repayment Date); and

        9.2.3   accompanied  by a copy of  such  Guarantee  initialled  by the
                Borrower  for the  purposes of  identification  and such other
                information or documentation relating to such Guarantee as the
                Bank may request.

9.3     The Bank  shall not be under  any  obligation  to issue any  Guarantee
        pursuant  to  this  agreement  unless  (i) it is in a form  reasonably
        acceptable  to the  Bank  and  (ii)  it has  been  initialled  for the
        purposes of identification by the Borrower and the Bank.

9.4     The Borrower may on giving not less than fourteen  days' prior written
        notice to the Bank cancel without penalty on the expiry of such notice
        the unutilised  portion of the Guarantee  Facility in whole or in part
        (but,  if in part,  in an  integral  multiple  of  US$1,000,000).  The
        Guarantee  Facility  shall  then  at the  expiry  of  such  notice  be
        cancelled  or,  as  applicable,  appropriately  reduced.  No notice of
        cancellation  may be withdrawn or revoked.  The Borrower  shall not be
        entitled to cancel any part of the Guarantee  Facility  otherwise than
        in accordance  with the express  provisions  of this  agreement and no
        amount cancelled may thereafter be utilised.

9.5     With effect from the date that the  conditions  set forth in Clause 16
        have been satisfied,  each of the Existing  Guarantees shall be deemed
        to be a  Guarantee  issued  in  accordance  with  the  terms  of  this
        agreement and all the terms of this  agreement  relating to Guarantees
        and otherwise  applicable shall apply to the Existing  Guarantees from
        such time.

10      Indemnity

10.1    The  Borrower   hereby   indemnifies  and  agrees  to  keep  the  Bank
        indemnified   from  and  against  all   payments,   claims,   demands,
        liabilities,  losses, costs and expenses made, suffered or incurred by
        the Bank in  relation  to or  arising  out of the  issue by it of each
        Guarantee and will pay to the Bank on its demand for payment each such
        payment,  claim,  demand,  liability,  loss,  cost and  expense  made,
        suffered or incurred by the Bank in the currency in which the same was
        made, suffered or incurred.

10.2    The Borrower  irrevocably  authorises  the Bank to make any payment or
        comply with any demand which appears or purports to be claimed or made
        under any  Guarantee,  without any  reference to or further  authority
        from the Borrower,  without enquiry into the justification therefor or
        the validity, genuineness or


                                      12


<PAGE>


        accuracy of any  statement  or  certificate  received by the Bank with
        respect to or under such Guarantee and despite any contestation on the
        part of the Borrower,  and the Borrower  agrees that any such claim or
        demand  shall be binding on it and shall,  as between the Bank and the
        Borrower,  be accepted by the Borrower as conclusive evidence that the
        Bank was liable to pay or comply with the same.

10.3    The Borrower  further agrees with the Bank that its obligations  under
        this Clause shall not in any way be discharged or impaired by:-

        10.3.1  any waiver, time or other indulgence that may be granted to or
                by the Bank with respect to any Guarantee;

        10.3.2  any amendment,  extension or variation of any Guarantee or any
                other agreement;

        10.3.3  any legal limitation,  disability,  incapacity,  insolvency or
                other  circumstances  relating to any  person,  whether or not
                known to the Bank or any other person; or

        10.3.4  any invalidity or irregularity in or  unenforceability  of the
                obligations of any person.

10.4    The Borrower  further agrees with the Bank that its obligations  under
        this  Clause  shall exist  independently  of and shall not be affected
        by:-

        10.4.1  any right,  claim,  assurance or security that the Bank or any
                other  person  may from time to time have,  or have  failed to
                obtain, enforce or assert; or

        10.4.2  anything  done or  omitted  to be  done  which  but  for  this
                provision might  constitute a legal or equitable  discharge of
                or defence for it.

10.5    The Borrower  further agrees that the Bank may debit any account of it
        with the Bank with any sum demanded by the Bank under this Clause 10.

11      Guarantee Commission

        On the date of issue of each  Guarantee  and on each date which  falls
        three  months  after the date on which  such  Guarantee  is issued the
        Borrower  will pay to the Bank a commission  calculated at the rate of
        one-quarter of one per cent. of the maximum potential liability of the
        Bank  under  such   Guarantee  as  at  such  date  of  issue  or  such
        three-monthly date (as the case may be).

12      Cash Collateral

        If the Borrower  requests  and the Bank agrees to issue any  Guarantee
        with an expiry date falling after the Final  Repayment  Date, the Bank
        may by  notice  in  writing  given to the  Borrower  not less  than 10
        Business  Days  before  the  Final  Repayment  Date  declare  that the
        Borrower shall provide the Bank with one hundred per cent.  cash cover
        in respect of the maximum  potential  liability of the Bank under such
        Guarantee and the Borrower  shall provide such cash cover on or before
        the Final Repayment Date.


                                      13


<PAGE>


13      Payments and Default Interest

13.1    All payments to be made by the Borrower under this agreement  shall be
        made on the due  date in  immediately  available  funds to the Bank by
        payment in U.S. Dollars (or in the case of a Guarantee  denominated in
        an Optional Currency or costs,  expenses and taxes and the like in the
        relevant  Optional  Currency  or in the  currency  in  which  they are
        incurred  (as the case  may be)) to the  Bank's  U.S.  Dollar  Account
        Number 3582 023094 001 at Standard  Chartered  Bank, 160 Water Street,
        New York, New York SWIFT-ID SCBLUS33 or such other account as the Bank
        may specify.

13.2    All payments to be made by the Borrower  under or in  connection  with
        this agreement shall be made without any set-off or  counterclaim  and
        free of and without deduction for any taxes or other deductions of any
        nature whatsoever now or hereafter imposed or made, all of which shall
        be for the account of the Borrower. Should any such payment be subject
        to any such tax or deduction,  the Borrower  shall  indemnify the Bank
        against  the same and shall  pay to the Bank as  provided  above  such
        additional amounts as may be necessary to enable the Bank to receive a
        net amount equal to the full amount provided for under this agreement,
        had there been no such tax or deduction. The Borrower shall deliver to
        the Bank within  thirty days of each such  payment by the  Borrower of
        such tax evidence satisfactory to the Bank (including all relevant tax
        receipts)  that such tax has been  duly  remitted  to the  appropriate
        authority.

13.3    If the  Bank  determines,  in its  absolute  discretion,  that  it has
        received,  realised,  utilised and retained a tax benefit by reason of
        any deduction or withholding in respect of which the Borrower has made
        an indemnity payment under Clause 13.2, the Bank shall, as and when it
        has  received  all  amounts  which  are  then due and  payable  by the
        Obligors  under any  Security  Document,  pay to the  Borrower (to the
        extent that the Bank can do so without  prejudicing  the amount of the
        benefit  or  repayment  and  right of the  Bank to  obtain  any  other
        benefit,  relief  or  allowance  which  may be  available  to it) such
        amount,  if  any,  as the  Bank,  in  its  absolute  discretion  shall
        determine, will leave the Bank in no worse position than it would have
        been  in if the  deduction  or  withholding  had  not  been  required,
        provided that:

        13.3.1  the Bank shall have an absolute  discretion  as to the time at
                which  and the  order  and  manner  in  which it  realises  or
                utilises  any tax  benefit and shall not be obliged to arrange
                its business or its tax affairs in any particular way in order
                to be  eligible  for any credit or refund or similar  benefit;
                and

        13.3.2  the Bank  shall not be  obliged to  disclose  any  information
                regarding its business, tax affairs or tax computations.

13.4    Whenever any payment  under this  agreement  shall become due on a day
        which is not a Business Day, the due date  therefor  shall be the next
        succeeding Business Day if it falls in the same calendar month and the
        immediately  preceding  Business  Day if not  and  interest  shall  be
        adjusted accordingly.

13.5    If the  Borrower  makes any  payment  of any  principal  amount of any
        Advance  otherwise  than on the last day of an  Interest  Period,  the
        Borrower  will on demand  by the Bank pay to the Bank such  additional
        amounts as the Bank may certify as necessary to  compensate it for any
        loss or expense  sustained or incurred in liquidating or  re-deploying
        funds acquired or arranged to effect or maintain such Advance.


                                      14


<PAGE>


13.6    If the  Borrower  fails to pay any  amount  payable  by it under  this
        agreement on the due date  therefor,  the Borrower  shall on demand by
        the Bank from time to time pay  interest on such  overdue  amount from
        the due date up to the date of actual payment (as well after as before
        judgment or winding up) at the Default Rate.

14      Changes in Circumstances

14.1    If:

        14.1.1  any  change  in any  law,  regulation  or  official  directive
                (whether or not having the force of law);

        14.1.2  any change in the interpretation or application thereof by any
                authority charged with the administration thereof;

        14.1.3  compliance  by any  office of the Bank in good  faith with any
                request or  directive  of any  applicable  monetary  or fiscal
                agency or authority (whether or not having the force of law);

        results in:

        14.1.4  the Bank  incurring a cost  (including  the cost of  complying
                with any reserve,  special deposit,  liquidity,  cash or other
                requirement  or any  capital  adequacy  rules)  as a result of
                having entered into this agreement; or

        14.1.5  a reduction in the amount of principal or interest  receivable
                by the Bank under this agreement; or

        14.1.6  the Bank making any payment or foregoing any interest or other
                return on or  calculated  by  reference to any sum received or
                receivable by it under this agreement;

        then, upon demand being made to the Borrower by the Bank, the Borrower
        shall pay to the Bank such  amount  as shall  compensate  the Bank for
        such cost,  reduction,  payment or foregone  interest or other return.
        The  certificate  of the Bank  setting  out the amount  shall,  in the
        absence of manifest error, be conclusive evidence thereof.

14.2    If the Bank is prohibited by law from making, issuing,  maintaining or
        funding  (or  it is  contrary  to  any  directive  of  any  applicable
        authority for the Bank to make,  issue,  maintain or fund) any Advance
        or any  Guarantee  or any part  thereof,  then if such Advance has not
        already  been made or such  Guarantee  has not been  issued,  the Bank
        shall not be obliged to make  available  such Advance or to issue such
        Guarantee and, if such Advance has already been made or such Guarantee
        has already been issued,  the Borrower will forthwith on demand by the
        Bank repay such  Advance  together  with all accrued  interest and all
        other  amounts  due to the Bank under this  agreement  and provide the
        Bank with one hundred  per cent.  cash cover in respect of the maximum
        potential   liability  of  the  Bank  under  such  Guarantee  and  the
        Facilities shall be reduced to zero.

14.3    If circumstances  arise which would or would upon the giving of notice
        result in the  Borrower  being  liable to make any  indemnity  payment
        under Clause 13.2 or to pay any  compensation  under Clause 14.1 or to
        make any repayment under Clause 14.2 then without in any way limiting,
        reducing, or otherwise qualifying the Borrower's obligations under any
        of such  Clauses,  the Bank shall in  consultation  with the


                                      15

<PAGE>


        Borrower,  take such steps as the Bank in its  opinion  considers  are
        reasonably  open to it to mitigate  the effects of such  circumstances
        including  the  transfer of its rights and  obligations  hereunder  to
        another financial institution willing to participate in the Facilities
        provided  that the Bank shall be under no  obligation to take any such
        steps if, in the bona fide  opinion of the Bank,  such steps  would or
        might  have  an  adverse  effect  upon  its  business,  operations  or
        financial  condition  or  cause  it to  incur  any  material  costs or
        expenses.

15      Representations and Warranties

15.1    The Borrower makes the  representations and warranties in Clauses 15.2
        to 15.9 for the  benefit of the Bank as of the date of this  agreement
        and on the first day of each Interest  Period and on the issue date of
        each Guarantee (or, in the case of the  representation and warranty in
        Clause 15.9, the date of delivery of the relevant corporate  structure
        chart  referred to in Clause  16.1.6 or Clause 18.2.3 (as the case may
        be)) as if made on each such day in respect of the circumstances  then
        prevailing.

15.2    It, and each other Obligor,  is a limited  liability  company  validly
        existing under the laws of the jurisdiction of its  incorporation  and
        is in good  standing  and  has  the  power  and  authority  to own its
        property  and  assets  and  carry on its  business  as it is now being
        conducted.

15.3    It has the power to make and carry out the terms of this agreement and
        the other  Security  Documents  to which it is party and has taken all
        necessary  corporate  action to authorise the execution,  delivery and
        performance  of this  agreement  and such  Security  Documents and the
        borrowing of the Advances  and the issue of the  Guarantees  hereunder
        and (other than in the case of the Security Documents (other than each
        of the UBC  Share  Charge  and the  Open TV  Share  Charge)  where  no
        representation  or  warranty is made about any  requirement  for South
        African  Reserve Bank approval and the affect of any failure to obtain
        such  approval) each other Obligor has the power to make and carry out
        the terms of the Security Documents to which such Obligor is party and
        has taken all necessary  corporate  action to authorise the execution,
        delivery and performance of such Security Documents.

15.4    This  agreement and (other than in the case of the Security  Documents
        (other than each of the UBC Share Charge and the Open TV Share Charge)
        where no  representation or warranty is made about any requirement for
        South  African  Reserve Bank approval and the affect of any failure to
        obtain such approval) the other Security  Documents to which it or any
        Obligor is party  constitute the legally binding  obligations of it or
        such Obligor enforceable in accordance with their respective terms.

15.5    The making and  performance  of this  agreement and (other than in the
        case of the  Security  Documents  (other  than  each of the UBC  Share
        Charge  and the  Open TV Share  Charge)  where  no  representation  or
        warranty is made about any  requirement for South African Reserve Bank
        approval  and the affect of any failure to obtain such  approval)  the
        other  Security  Documents  to which it or any Obligor is party do not
        and will not:


                                      16

<PAGE>


        15.5.1  violate any provision of:

                (a)     any law or  regulation  or any  order or decree of any
                        governmental  authority  or  agency or of any court in
                        any respect;

                (b)     the laws and documents  incorporating and constituting
                        it or any Obligor in any respect; or

                (c)     any mortgage,  contract or other  undertaking to which
                        it or any Obligor is a party or which is binding  upon
                        it or any  Obligor  or any  of its or  such  Obligor's
                        assets in any material respect;

        15.5.2  result in the creation or imposition of any security interest,
                lien,  charge  or  other  encumbrance  on any  of its or  such
                Obligor's  assets  pursuant  to the  provisions  of  any  such
                mortgage,  contract or other undertaking (other than in favour
                of the Bank).

15.6    It and (other than in the case of the Security  Documents  (other than
        each of the UBC Share  Charge and the Open TV Share  Charge)  where no
        representation  or  warranty is made about any  requirement  for South
        African  Reserve Bank approval and the affect of any failure to obtain
        such  approval)  each other  Obligor has received or obtained (or will
        have  received  or  obtained  by the  time  of its  entry  into of the
        relevant  Security   Document)  every  consent  of,  licence  from  or
        exemption  by any  governmental  or  administrative  body or authority
        required to authorise or required in connection with the  performance,
        validity or  enforceability  of this  agreement and the other Security
        Documents  to which it or any  Obligor is party,  the  borrowings  and
        indemnities  by it and  any  Obligor  under  this  agreement  and  the
        payments by it or any Obligor in  accordance  with the  provisions  of
        this  agreement  and the other  Security  Documents to which it or any
        Obligor is party, and the same are (or will be as aforesaid) valid and
        subsisting.

15.7    Neither it nor any other  Obligor is in default under any agreement to
        which it or any  Obligor is a party or by which it or any  Obligor may
        be bound, and no litigation or administrative  proceeding is presently
        pending  or, to the  knowledge  of it,  threatened  against  it or any
        Obligor which might  reasonably be expected to have a Material Adverse
        Effect.

15.8    No Demand  Event,  or (save as  disclosed  pursuant to Clause  17.2.2)
        other  event which with the passing of time or the giving of notice or
        happening of other  condition  would  constitute a Demand  Event,  has
        occurred  and is  continuing  or would  result  from the making of any
        Advance or from the issue of any Guarantee.

15.9    The corporate structure chart referred to in Clause 16.1.6 (as updated
        from time to time by any corporate  structure  chart  delivered by the
        Borrower to the Bank in accordance with Clause 18.2.3 or otherwise) is
        true, complete and up to date.

16      Conditions Precedent

16.1    The  obligation  of the Bank to make the  first  Advance  pursuant  to
        Clause 3 or to issue the first  Guarantee  falling to be issued  after
        the date of this  agreement  pursuant  to Clause 9 are  subject to the
        condition  that the Bank shall have  received all of the  following in
        form and substance satisfactory to it by no later than 30 April 2001:

        16.1.1  certified  true and  up-to-date  copies of the  constitutional
                documents  of each  of the  Borrower,  Villiers,  MultiChoice,
                Myriad, Myriad Africa, Myriad Asia, Mindport, NetMed, UBC, MIH
                China,  MHL, MHSA, MISA and Irdeto


                                      17

<PAGE>


                together with  certificates  addressed to the Bank from a duly
                authorised  officer of each Obligor  setting out the names and
                signatures  of the persons  authorised to execute on behalf of
                such Obligor each  Security  Document to which it is expressed
                to be a party and  confirming  such other  matters as the Bank
                may require;

        16.1.2  certified true copies of board  resolutions or other necessary
                corporate action required to authorise the execution, delivery
                and  performance  by each of the  Obligors  of those  Security
                Documents to which they are respectively party and authorising
                appropriate  persons to execute  and deliver the same on their
                respective behalves;

        16.1.3  each of the MIH Guarantee,  the MultiChoice  Africa Guarantee,
                the Myriad Guarantee,  the Myriad Africa Guarantee, the Myriad
                Asia Guarantee, the Mindport Guarantee, the MHL Guarantee, the
                MHSA  Guarantee  and the  MISA  Guarantee  duly  executed  and
                delivered by the parties thereto;

        16.1.4  each of the UBC Share Charge, the Myriad Share Charge, the MIH
                China Share Charge, the Myriad BV Share Charge, the MISA Share
                Charge  and  the  Mindport  Share  Charge  duly  executed  and
                delivered by the parties thereto  together with (to the extent
                necessary) duly executed transfer forms of the relevant shares
                in favour of the Bank (or its nominee)  and the  corresponding
                share certificates and such other documents and information as
                the Bank may in its discretion require to enable the charge to
                be perfected;

        16.1.5  the  Bank's  standard  account  opening  documentation,   duly
                completed and signed on behalf of the Borrower;

        16.1.6  a copy,  certified  true by a director or the secretary of the
                Borrower, of the corporate structure chart of the Borrower and
                its Subsidiaries;

        16.1.7  evidence satisfactory to the Bank that all necessary approvals
                have been  given or  obtained  by each  party to the  Security
                Documents  to give  effect  to the  transactions  contemplated
                hereby;

        16.1.8  such evidence of the  appointment of process agents in England
                and  the  acceptance  of such  appointments  as the  Bank  may
                require in respect of the Security Documents;

        16.1.9  all  legal and  other  matters  in  relation  to the  Security
                Documents  and the Existing  Guarantees  and the  transactions
                contemplated   by  this   agreement  and  the  other  Security
                Documents  and the  Existing  Guarantees  shall be in form and
                substance satisfactory to the Bank;

        16.1.10 the Bank shall have received  opinions  from its Thai,  Dutch,
                Luxembourg,  Mauritius,  British  Virgin Islands and Hong Kong
                legal advisers in relation to the Security Documents, together
                with  such  opinions   from  legal   advisers  in  such  other
                jurisdictions as the Bank in its sole and absolute  discretion
                may require,  each in form and substance  satisfactory  to the
                Bank;

        provided that the Bank may waive on such terms as it thinks fit any of
        the  foregoing  in  whole  or in part  and it is  further  agreed  and
        acknowledged  by the Bank that if South African  Reserve Bank approval
        is required  for the entry into of any Security  Document  (other than
        this agreement) the Bank will waive any


                                      18


<PAGE>


        conditions precedent in so far as they relate solely to the entry into
        of such Security  Document and it is further  agreed and  acknowledged
        that each Security  Document  (other than each of the UBC Share Charge
        and the Open TV Share  Charge  and this  agreement)  shall  include  a
        provision to the effect that such  document  shall only take effect to
        the extent that no South African Reserve Bank approval is required for
        the entry into of such document.

16.2    The  obligation  of the  Bank to make  any  Advance  or to  issue  any
        Guarantee  under this  agreement is subject to the further  conditions
        that at the time of the  making of such  Advance  or the issue of such
        Guarantee:

        16.2.1  no Demand Event, or (other than in the case of an Advance that
                is drawn down solely to repay the full amount of an Advance on
                the due date for repayment of the second Advance such that, in
                accordance  with  Clause  4.2,  the  Bank is not  required  to
                transfer  funds to the  Borrower)  other  event which with the
                passing of time or the giving of notice or  happening of other
                condition would constitute a Demand Event, has occurred and is
                continuing  or would result from the making of such Advance or
                the issue of such Guarantee; and

        16.2.2  the representations and warranties  contained in Clause 15 are
                true and accurate as of such date;

        provided that the Bank may waive on such terms as it thinks fit any of
        the foregoing in whole or in part.

17      Undertakings

17.1    The  undertakings  in this  Clause 17 remain in force from the date of
        this  agreement  for so long as any  sum is  outstanding  or is or may
        become payable by the Borrower to the Bank under this agreement.

17.2    Unless in any particular  case the Bank otherwise  consents in writing
        (such consent not to be  unreasonably  withheld in the case of Clauses
        17.2.8(i)  and 17.2.10  below) for the purposes of this  agreement (in
        which case the  Borrower  will comply with the terms on and subject to
        which that consent is given),  the Borrower will and will procure that
        each of its Subsidiaries  (including  without  limitation the Obligors
        but excluding Open TV and its Subsidiaries and M-Web Holdings Limited)
        will:-

        17.2.1  not create or assume or have subsisting any Security  Interest
                on all or any part of its  undertaking  or assets  (present or
                future) except for Permitted Security Interests;

        17.2.2  promptly  on  becoming  aware of it inform the Bank in writing
                about the  happening or existence of a Demand Event and of any
                other event which,  after the passing of time or the giving of
                a notice or the doing of anything  else, or any one or more of
                such things, would constitute a Demand Event, at the same time
                informing  the Bank about any action  taken or  proposed to be
                taken in connection therewith;

        17.2.3  duly  and   promptly   observe  and  perform  each  and  every
                obligation on its part contained in each Security Document and
                each other arrangement entered into as part of the obligations
                of the Borrower under this agreement;


                                      19


<PAGE>


        17.2.4  on learning that litigation or  administrative  or arbitration
                proceedings  or  a  dispute  with  a  governmental   or  other
                authority or a labour or other dispute of any kind involving a
                potential   liability  of  any  MIH  Group  Company  exceeding
                US$1,000,000 in aggregate is threatened or pending against it,
                and immediately in any case after any such shall have started,
                inform the Bank in writing about it;

        17.2.5  comply  in all  material  respects  with all  treaties,  laws,
                rules, regulations,  franchises, permits, orders, consents and
                decrees  of  any  administrative,   governmental  or  judicial
                authority or  organisation or body save where failure to do so
                would not have a  material  adverse  effect  on its  business,
                financial condition or assets;

        17.2.6  (other than in the case of the Security  Documents (other than
                the UBC Share  Charge  and the Open TV Share  Charge  and this
                agreement) where no undertaking is given as regards  obtaining
                South African  Reserve Bank  approval)  maintain in full force
                and effect (or promptly  obtain or cause to be  obtained)  and
                comply  in all  material  respects  with all the  terms of all
                authorisations,  approvals,  consents, licences and exemptions
                from and  ratifications  by, and promptly  file,  register and
                qualify with, every person, court and judicial, administrative
                and governmental  authority and organisation which, and do, or
                cause to be done,  all other  acts and  things  which,  in any
                case, are now or may at any time become necessary or advisable
                for the continued legality, validity, priority,  admissibility
                in evidence and  enforceability  of each Security  Document in
                order that it may duly and punctually  perform and observe all
                of its  obligations  under and  exercise its rights under each
                Security Document;

        17.2.7  maintain its corporate existence and its right to carry on its
                operations  and  maintain  and  renew all  rights,  contracts,
                powers,  privileges,  leases, lands,  sanctions and franchises
                necessary  for  the  conduct  of  its   operations,   and  the
                performance of each Security Document;

        17.2.8  not  (either  in  a  single  transaction  or  in a  series  of
                transactions,  whether  connected  or not,  and whether at one
                time or over a  period  of time)  sell,  convey,  transfer  or
                otherwise dispose of:

                (i)     any shares in any Obligor or which are  intended to be
                        the subject of security in favour of the Bank pursuant
                        to the  Security  Documents  to any other person other
                        than in the  case  of MHL,  MHSA,  MISA,  Mindport  or
                        Irdeto as part of a Permitted  Disposal where the Bank
                        is given security over any replacement assets obtained
                        in  connection  with  the  disposal  and OTV  Holdings
                        continues to remain a wholly owned  Subsidiary  of the
                        Borrower; or

                (ii)    any  other of its  undertaking  or assets to any other
                        person other than Permitted Disposals;

        17.2.9  not, whether by acquisition or otherwise,  make any alteration
                to the nature of its business which might result in a material
                change in the general nature of the business  conducted by the
                MIH  Group as a whole as at the date of this  agreement  being
                the  ownership  and  management  of  pay-TV,   technology  and
                internet related business;


                                      20


<PAGE>


        17.2.10 (in the case of any  Obligor or MIH China only) not enter into
                any  merger or  consolidation  into or with any  other  person
                other than in the case of MHL, MHSA, MISA,  Mindport or Irdeto
                as  part of a  Permitted  Disposal  where  the  Bank is  given
                security over any  replacement  assets  obtained in connection
                with the  disposal  and OTV  Holdings  continues  to  remain a
                wholly owned Subsidiary of the Borrower;

        17.2.11 other than from the Original Subscription Proceeds and the New
                Subscription  Proceeds, not acquire any shares comprising more
                than 50 per cent.  of the issued share  capital of any company
                unless  where the  company  acquired  becomes  a wholly  owned
                Subsidiary,  the  company  acquired  executes a  guarantee  in
                favour  of the  Bank  in  respect  of the  obligations  of the
                Obligors in a form acceptable to the Bank and in all cases the
                shares  which are acquired are charged or pledged in favour of
                the  Bank  in a form  acceptable  to the  Bank to  secure  all
                liabilities  of the  Obligors to the Bank from time to time in
                either case within 2 months of the relevant acquisition;

        17.2.12 effect and maintain such  insurance over and in respect of its
                assets and  business  and in such manner and to such extent as
                is reasonable and customary for a business  enterprise engaged
                in  the  same  or  a  similar   business  and  in   comparable
                localities;

        17.2.13 forthwith on or at any time after the  occurrence  of a Demand
                Event provide the Bank on demand with such additional security
                as the Bank shall request;

        17.2.14 not  grant,  or  agree  to  grant,  any  loans,  whether  to a
                Subsidiary or any other person save that the Borrower may lend
                an aggregate of up to the amount of the Original  Subscription
                Proceeds  and  any  New  Subscription   Proceeds  (i)  to  its
                Subsidiaries or (ii) to other persons on arm's length terms or
                better;

        17.2.15 not  have  any  of its  obligations  guaranteed  by any  other
                person, other than its obligations:

                (a)     which may be guaranteed by any MIH Group Company;

                (b)     which may be  guaranteed by any person in the ordinary
                        course of business; or

                (c)     under any  lease of  premises  or other  assets in the
                        ordinary  course of business  (not being an obligation
                        in respect of Financial Indebtedness);

        17.2.16 ensure that its and the other Obligors' obligations under this
                agreement and the other Security Documents do and will rank at
                least pari passu with all its and such Obligors' other present
                and future unsecured  unsubordinated  obligations,  except for
                claims  which  are   mandatorily   preferred  by   bankruptcy,
                insolvency or similar laws applying to companies generally,

        Provided that,  notwithstanding any provision in either this agreement
        or the  Myriad  BV Share  Charge  to the  contrary,  Myriad  may sell,
        convey,  transfer or otherwise  dispose of any shares in NetMed to any
        other  person,  and  NetMed  may issue any share  capital of NetMed to
        Myriad or any person other than Myriad (and the Bank hereby undertakes
        to release any such shares from the Myriad BV Share Charge in


                                      21




<PAGE>


        the case of any such sale, conveyance,  transfer or disposal) Provided
        that, notwithstanding any such sale, conveyance, transfer, disposal or
        issuance,  Myriad  continues to legally and  beneficially own not less
        than 52 per cent.  of the total  number of issued  shares in the share
        capital of NetMed and to hold not less than 52 per cent.  in number of
        voting rights and in value of dividend  rights in the share capital of
        NetMed  and not less than 52 per cent.  of the total  number of issued
        shares in the share  capital  of NetMed and not less than 52 per cent.
        in number  of voting  rights  and in value of  dividend  rights in the
        share capital of NetMed  continues to be pledged by Myriad to the Bank
        in accordance with the Myriad BV Share Charge.

17.3    The  Borrower  may  procure  that one of its  Subsidiaries  becomes  a
        guarantor  or  provides  security  to the Bank in form  and  substance
        satisfactory  to the Bank and may request that a Security  Document be
        released by the Bank in  connection  with such  transaction.  The Bank
        will  consider  such a request and if it in its  discretion  agrees to
        such a request it shall  release  the  relevant  Security  Document on
        terms and conditions acceptable to it provided that such release shall
        in no sense effect the enforceability of any other Security Documents.

18      Financial Information

18.1    The  undertakings  in this  Clause 18 remain in force from the date of
        this  agreement  for so long as any  sum is  outstanding  or is or may
        become payable by the Borrower to the Bank under this agreement.

18.2    Unless in any particular  case the Bank otherwise  consents in writing
        for the purposes of this  agreement  (in which case the Borrower  will
        comply with the terms on and subject to which that consent is given):

        18.2.1  the Borrower  will and will  procure  that each other  Obligor
                will  deliver to the Bank a copy  (certified  by a director of
                the Borrower) of its unaudited  semi-annual  accounts (and, in
                the  case  of  MIH,  its  unaudited  consolidated  semi-annual
                accounts),  for each of its  financial  half-years  as soon as
                possible  but in any event no later than 90 days after the end
                of each such half-year  prepared in accordance  with generally
                acceptable accounting principles consistently applied;

        18.2.2  the Borrower  will and will  procure  that each other  Obligor
                will  deliver to the Bank a copy  (certified  by a director of
                the Borrower) of its audited  balance sheet and accounts (and,
                in the case of MIH, its audited consolidated balance sheet and
                accounts) for each of its financial years as soon as possible,
                but in any event no later  than 150 days after the end of each
                such  financial  year,  prepared in accordance  with generally
                accepted  accounting   principles   consistently  applied  and
                audited by a firm of independent chartered or certified public
                accountants of good international repute;

        18.2.3  the  Borrower  will  deliver  to the  Bank  together  with the
                accounts of the Borrower specified in Clause 18.2.1 and 18.2.2
                above a certificate in form and substance  satisfactory to the
                Bank signed on its behalf by one of its directors  setting out
                in reasonable detail computations establishing compliance with
                each of the  financial  covenants  contained  in  Clause  19.2
                together with a corporate  structure chart of the Borrower and
                its Subsidiaries;


                                      22


<PAGE>


        18.2.4  the Borrower  will and will  procure  that each other  Obligor
                will,  promptly  after a request to that  effect,  give to the
                Bank such other financial or other information  relating to it
                or its  business as the Bank may from time to time  reasonably
                request.

19      Financial Covenants

19.1    The  undertakings  in this  Clause 19 remain in force from the date of
        this  agreement  for so long as any  sum is  outstanding  or is or may
        become payable by the Borrower to the Bank under this agreement.

19.2    The Borrower shall procure that:

        (a)     Net Consolidated  Financial Indebtedness shall not at any time
                exceed thirty per cent. (30%) of Consolidated  Market Value at
                such time and Consolidated Financial Indebtedness shall not at
                any time exceed US$300,000,000; and

        (b)     the aggregate  amount of the UBC Market Valuation and the Open
                TV Market Valuation shall at all times exceed US$230,000,000.

19.3    In this Clause 19:

        "Cash in Hand" means at any time the aggregate on a consolidated basis
        of "Cash and Cash Equivalents" of the Borrower and Myriad as reflected
        in the  latest  audited  consolidated  annual  accounts  or  unaudited
        consolidated semi-annual accounts of the MIH Group provided that "Cash
        and Cash  Equivalents"  of Myriad shall only be taken into account for
        such time as Myriad is a wholly owned  Subsidiary  of the Borrower and
        there is no  restriction  whatsoever  on the transfer of such "Cash or
        Cash Equivalents" of Myriad from Myriad to the Borrower;

        "Consolidated  Financial Indebtedness" means at any time the aggregate
        on a consolidated basis of the Financial Indebtedness of the MIH Group
        (including, for these purposes, Open TV and its Subsidiaries) plus the
        aggregate  amount  of money  received  by any MIH Group  Company  from
        making  a  disposal  of  receivables  or  property  under  receivables
        financing or securitisation arrangements on commercial terms;

        "Consolidated Market Value" means on any day the market capitalisation
        of the Borrower based on the mid-market price for its shares quoted on
        NASDAQ at close of business on the  relevant  day (or, if such date is
        not a Business Day, the preceding  such Business Day) as determined by
        the Bank;

        "Net   Consolidated   Financial   Indebtedness"   means  at  any  time
        Consolidated Financial Indebtedness less Cash in Hand at such time;

        "Open TV Market Valuation" means at any time the market value of those
        shares in Open TV  subject  to a pledge  or  charge  under the Open TV
        Share  Charge in favour of the Bank and which are quoted on NASDAQ (or
        if not  actually  quoted  on  NASDAQ  the  Bank  is  satisfied  in its
        discretion that those shares are fully  exchangeable  for shares which
        are quoted on NASDAQ) based on the mid-market price for shares in Open
        TV quoted on NASDAQ at close of business on the  relevant  day (or, if
        such date is not a Business Day, the  preceding  such Business Day) as
        determined by the Bank; and


                                      23


<PAGE>


        "UBC  Market  Valuation"  means at any time the market  value of those
        shares in UBC subject to a pledge or charge under the UBC Share Charge
        in favour of the Bank and which are  quoted on the Stock  Exchange  of
        Thailand based on the mid-market  price for shares in UBC on the Stock
        Exchange of Thailand at close of business on the relevant  date all as
        determined by the Bank;

19.4    The financial  covenant  referred to in Clause 19.2(a) shall be tested
        semi-annually  each 31 March and 30 September in each year  commencing
        on 31 March  2000 and the  financial  covenant  referred  to in Clause
        19.2(b)  shall be tested at any time, by reference as  appropriate  to
        the audited  consolidated  annual  accounts or unaudited  consolidated
        semi-annual accounts of the MIH Group (including,  for these purposes,
        Open TV and its Subsidiaries) and to market capitalisations determined
        by the Bank in accordance with the definitions of "Consolidated Market
        Value" or "Open TV Market  Valuation" or "UBC Market  Valuation".  Any
        calculation  shall be made by the Bank and such  calculation  shall be
        conclusive and binding on the Borrowers except in the case of manifest
        error.

19.5    If the accounting  principles and practices in the MIH Group's audited
        consolidated   or   unconsolidated   annual   accounts  or   unaudited
        consolidated or unconsolidated  semi-annual  accounts change after the
        date of this  agreement  or the shares in the  Borrower  are no longer
        quoted on NASDAQ or the  shares in UBC  subject  to a pledge or charge
        under the UBC Share Charge are no longer quoted on the Stock  Exchange
        of  Thailand  or the  shares in Open TV  subject to a pledge or charge
        under the Open TV Share  Charge  are no longer  quoted on NASDAQ or if
        they were  never  quoted on NASDAQ  the Bank is of the view that those
        shares in Open TV are no longer  fully  exchangeable  for shares which
        are quoted on NASDAQ or the accounting reference date of any MIH Group
        Company (including,  for these purposes, Open TV and its Subsidiaries)
        changes or any other  change in law or  accounting  principles  occurs
        after the date of this  agreement,  the Borrower shall notify the Bank
        (or the Bank  shall  notify the  Borrower  as the case may be) of such
        change and shall, if the Bank requests, consider in good faith changes
        to the  financial  covenants set out in this Clause 19 to reflect such
        change  provided  that if there  is no  agreement  as to the  proposed
        changes then in the case of the shares in the Borrower no longer being
        quoted on NASDAQ or the  shares in UBC  subject  to a pledge or charge
        under  the UBC  Share  Charge  no  longer  being  quoted  on the Stock
        Exchange  of  Thailand or the shares in Open TV subject to a pledge or
        charge under the Open TV Share Charge no longer being quoted on NASDAQ
        or if they were  never  quoted on NASDAQ  the Bank is of the view that
        those  shares in Open TV are no longer fully  exchangeable  for shares
        which are  quoted  on  NASDAQ  the  changes  specified  by the Bank to
        reflect such changes shall prevail and take effect in accordance  with
        their terms and in all other cases the  Borrower  shall in addition to
        delivering  accounts  reflecting  such change in accordance  with this
        agreement  deliver accounts prepared on the basis that such change had
        not been made in  accordance  with this  agreement  and the  financial
        covenants set out in this Clause 19 shall continue to be tested on the
        basis of the  accounts  prepared on the basis that such change had not
        been made.


                                      24


<PAGE>


20      Demand Events

20.1    The following shall be Demand Events :

        20.1.1  any  Obligor  fails  to pay to the  Bank on its due  date  any
                amount  payable  under this  agreement  or any other  Security
                Document  unless the  failure to pay such amount is due solely
                to  administrative  or technical delays in the transmission of
                funds which are not the fault of the relevant Obligor and such
                amount is paid  within 2 Business  Days after its due date for
                payment; or

        20.1.2  the Borrower fails to comply with the terms of Clause 19;

        20.1.3  any  Obligor  fails to pay when due to any  other  person  any
                amount payable under any Security  Document or fails to comply
                with  any  other  provision  of this  agreement  or any  other
                Security  Document  (other  than those  referred to in Clauses
                20.1.1. and 20.1.2) and, if such default is capable of remedy,
                within the earlier of fourteen  days after the Borrower  shall
                have  received  notice  of such  default  from the Bank or the
                relevant Obligor  becoming aware of the default,  the relevant
                Obligor shall have failed to cure such default;

        20.1.4  any  Financial   Indebtedness   (in  excess  of  in  aggregate
                US$2,500,000)  of any  Obligor  or MIH China  becomes  due and
                payable or capable of being  declared due and payable prior to
                the stated  maturity  thereof by reason of default  (howsoever
                described)  or any such  indebtedness  is not paid when due or
                within any originally applicable grace period or any guarantee
                of indebtedness in excess of in aggregate  US$2,500,000  given
                by any  Obligor  or MIH  China  is not  honoured  when due and
                called  upon or any  Security  Interest  present or future and
                created  or  assumed  by any  Obligor  or MIH  China  securing
                Financial  Indebtedness in excess of in aggregate US$2,500,000
                becomes   enforceable   by   reason  of   default   (howsoever
                described);

        20.1.5  any  representation or warranty in this agreement or any other
                Security Document or in any certificate or statement delivered
                under this  agreement  or any other  Security  Document  or in
                writing  in  connection  with  this  agreement  or  any  other
                Security  Document proves to be untrue in any material respect
                on the date as of which it was made or  would,  if made at any
                time  with  reference  to the  facts  and  circumstances  then
                subsisting, be untrue in any material respect at that time;

        20.1.6  a  distress  or other  execution  in  excess  of in  aggregate
                US$2,500,000 is levied or enforced or sued out upon or against
                any part of the property or assets of any Obligor or MIH China
                and is not  discharged  within  seven  days of having  been so
                levied, enforced or sued out;

        20.1.7  any Obligor or MIH China becomes bankrupt or insolvent,  makes
                a general assignment for the benefit of creditors, enters into
                any   composition  or  arrangement  for  the  benefit  of  its
                creditors,  is unable  to pay its  debts as they fall due,  or
                admits  in  writing  its  inability  to pay its  debts as they
                mature;

        20.1.8  an encumbrancer takes possession or a receiver is appointed of
                all or any part (the  aggregate  value  (taking  the higher of
                book value or market value for the relevant  assets) of assets
                of which is in  excess  of  $2,500,000)  of the  assets of any
                Obligor or MIH China;


                                      25


<PAGE>


        20.1.9  (other than in connection with a solvent  reconstruction,  the
                terms of which have been previously approved in writing by the
                Bank or a winding up petition  which is  discharged  within 14
                days  of its  presentation  and  before  it is  advertised)  a
                petition  is  presented  or any  order  is made or  resolution
                passed for the liquidation or winding-up of any Obligor or MIH
                China or any  meeting is  convened  for the purpose of passing
                such a resolution  or an  application  to the court is made to
                appoint a receiver,  administrator,  administrative  receiver,
                trustee in  bankruptcy  or  similar  officer in respect of any
                Obligor  or MIH China or any  property  of any  Obligor or MIH
                China or any such appointment is made or an application for an
                administration  order in  relation to any Obligor or MIH China
                is presented to the court or any meeting of any Obligor or MIH
                China or the Board of Directors of any Obligor or MIH China is
                convened  for the purpose of  considering  any  resolution  to
                present an application for such an order;

        20.1.10 anything  analogous  to and  having  a  substantially  similar
                effect  to any of the  events  specified  in  Clauses  20.1.6,
                20.1.7,  20.1.8 or 20.1.9 above shall happen under the laws of
                any applicable  jurisdiction in relation to any Obligor or MIH
                China;

        20.1.11 any  Obligor or MIH China shall cease or threaten to cease all
                or a substantial part of its operations;

        20.1.12 any authorisation,  approval or consent required in connection
                with   the    execution,    performance,    validity    and/or
                enforceability  of this  agreement  and/or any other  Security
                Document   shall  be   withdrawn   or  modified  in  a  manner
                unacceptable  to the Bank or shall for any  reason  whatsoever
                cease to be in full force and effect;

        20.1.13 there shall occur any Material Adverse Effect;

        20.1.14 there  shall  occur  any  change  in the  legal or  beneficial
                ownership of the share capital in any Obligor  (other than MIH
                or, in the case of any of MHL, MHSA, MISA, Mindport, Irdeto or
                NetMed,  where  such  change is made in  accordance  with this
                agreement  (including  Clauses  17.2.8  and  17.2.10  of  this
                agreement  and the proviso to Clause 17.2 of this  agreement))
                or Naspers  Limited which is  incorporated  in the Republic of
                South Africa shall cease to control MIH;

        20.1.15 anything  is done or  suffered  or  omitted  to be done by any
                Obligor  or any MIH  Group  Company  which  in the  reasonable
                opinion  of the Bank  imperils  or may  imperil  the  security
                granted by any of the Security  Documents or which  materially
                adversely  affects or may affect the ability of any Obligor to
                perform their obligations under the Security Documents;

        20.1.16 this agreement or any other  Security  Document or any related
                document or thing or the security contemplated thereby for any
                reason  ceases to be in full  force  and  effect or is void or
                illegal  or is  repudiated  by an  Obligor  or  the  legality,
                validity,    priority,    admissibility    in    evidence   or
                enforceability  of any of them is  contested by any Obligor or
                any MIH Group Company or any of its Subsidiaries; or

        20.1.17 it becomes  unlawful  for any  Obligor  to perform  any of its
                obligations   under  this  agreement  or  any  other  Security
                Document.


                                      26


<PAGE>


20.2    If a Demand  Event shall  occur,  the Bank may by notice in writing to
        the Borrower:

        20.2.1  terminate the obligations of the Bank hereunder  whereupon the
                same shall be so terminated; and/or

        20.2.2  declare  the  Advances  and  all  amounts  payable   hereunder
                immediately due and payable,  whereupon the Advances  together
                with all accrued  interest  thereon  and all  amounts  payable
                hereunder shall become immediately due and payable; and/or

        20.2.3  declare  that the  Borrower  shall  provide  the Bank with one
                hundred  per  cent.  cash  cover  in  respect  of the  maximum
                potential liability of the Bank under the Guarantees which the
                Borrower shall provide immediately.

20.3    Without  prejudice to the foregoing  provisions of this Clause 20, the
        Borrower  shall  indemnify  the Bank against any loss or expense which
        the Bank may sustain or incur as a consequence of the happening of any
        Demand  Event   whether  or  not  the  Advances  are  declared  to  be
        immediately due and payable or demand is made on the Borrower for cash
        cover in respect of the  Guarantees,  including but not limited to any
        interest  or fees paid or payable on account of any funds  borrowed in
        order to carry any unpaid amounts.

21      Fees

21.1    The Borrower  shall pay to the Bank a commitment  fee in U.S.  Dollars
        computed  at the rate of * per cent.  per annum on the  average  daily
        amount of the  undrawn  and  unutilised  balance of the Loan  Facility
        contemplated by this  agreement,  commencing with effect from the date
        of this  agreement.  The  commitment fee shall accrue on a daily basis
        and shall be payable  quarterly  in arrears,  the first  payment to be
        made on the date three months after the date of this agreement.

21.2    The Borrower shall pay to the Bank an arrangement fee of * on the date
        of this agreement.

22      Set-off

        The  Borrower  hereby   authorises  the  Bank  in  the  event  of  any
        non-payment of any amount under this agreement when due at any time:

        22.1.1  to apply any credit  balance  standing  upon any account of it
                with any branch of the Bank and in any  currency in or towards
                satisfaction  of any sum due to the Bank under this agreement;
                and

        22.1.2  in the  name of the  Borrower  and/or  the Bank to do all such
                acts and execute all such  documents  as may be  necessary  or
                expedient  for any such purpose,  including the  conversion of
                any  currency  at the  Bank's  spot  rate at the  time of such
                application.

23      Stamp Duties

        The Borrower  shall pay and indemnify the Bank in respect of all stamp
        duties  and like  taxes or  charges  (if any)  which may be payable or
        determined to be payable in connection with the making, performance or
        enforcement of this agreement or any of the other Security Documents.


                                      27


<PAGE>


24      Delay and Remedies Cumulative

        No failure to exercise and no delay in  exercising  on the part of the
        Bank any right, power or privilege hereunder shall operate as a waiver
        thereof,  nor shall any single or partial exercise of any right, power
        or privilege  preclude any other or further exercise  thereof,  or the
        exercise of any other right, power or privilege. The Bank's rights and
        remedies  herein  provided  are  cumulative  and not  exclusive of any
        rights or remedies provided by law.

25      Notices

25.1    All  notices  or other  communications  to or upon  any  party to this
        agreement  shall be  deemed  to have  been  duly  given  or made  when
        delivered  (in the  case of  personal  delivery  or  letter)  and when
        despatched  (in the case of fax) to the party to which such  notice or
        other  communication  is  required  to be  given  or made  under  this
        agreement,  addressed to the addressee at its address  identified with
        its  signature  below  provided  that any party hereto may specify any
        other address by notice in writing to the other.

25.2    A written notice or other communication  includes, for the purposes of
        this  agreement,  one  given or made by fax.  It  shall,  however,  be
        confirmed promptly by letter provided that failure to comply with such
        obligation  shall not  prejudice  the effect or  validity of the faxed
        notice or other communication.

26      Currency Indemnity

26.1    If the Bank  receives  an amount in  respect of the  liability  of the
        Borrower  under this  agreement or under any  Security  Document or if
        such liability is converted into a claim, proof,  judgment or order in
        a currency  other than the currency  (the  "contractual  currency") in
        which the amount is  expressed to be payable  under this  agreement or
        the relevant Security Document:

        26.1.1  the  Borrower  shall  indemnify  the  Bank  as an  independent
                obligation  against any loss or liability arising out of or as
                a result of the conversion;

        26.1.2  if the amount  received by the Bank,  when  converted into the
                contractual  currency at a market rate in the usual  course of
                its  business is less than the amount owed in the  contractual
                currency,  the Borrower  shall  forthwith on demand pay to the
                Bank  an  amount  in the  contractual  currency  equal  to the
                deficit; and

        26.1.3  the  Borrower  shall pay to the Bank  forthwith  on demand any
                exchange  costs and taxes payable in connection  with any such
                conversion.

26.2    The Borrower  waives any right it may have in any  jurisdiction to pay
        any amount under this  agreement  or under any Security  Document in a
        currency other than that in which it is expressed to be payable.

27      Assignments

        This  agreement  shall be binding upon and inure to the benefit of the
        Borrower  and the Bank and their  respective  successors  and assigns,
        except that the  Borrower may not assign or transfer all or any of its
        rights or obligations  hereunder  without the prior written consent of
        the Bank and the Bank may at any time assign or otherwise transfer all
        or any part of its  rights  hereunder.  The Bank may  disclose  to any
        person with whom it may enter into  contractual  relations in relation
        to this


                                      28


<PAGE>


        agreement such information as it may consider  appropriate  about this
        agreement and the Borrower.

28      Costs

        The  Borrower  shall  pay  all  reasonable   costs  and  expenses  and
        registration  charges  (including  legal  fees and  value  added  tax)
        incurred  or to be  incurred  by  the  Bank  in  the  negotiation  and
        preparation of this agreement and the other Security Documents and any
        Guarantee  and shall also pay all costs and expenses and  registration
        charges  (including  legal fees and value added tax) incurred or to be
        incurred  by  the  Bank  in  the  preservation  of  rights  under  and
        enforcement of this agreement and the other Security Documents.

29      Severability

        Any provision of this agreement  which is prohibited or  unenforceable
        in any  jurisdiction  shall as to such  jurisdiction be ineffective to
        the   extent  of  such   prohibition   or   unenforceability   without
        invalidating  the remaining  provisions of this agreement or affecting
        the  validity  or  enforceability  of such  prohibition  in any  other
        jurisdiction.

30      Counterparts

        This agreement may be executed in any number of  counterparts  and all
        of such counterparts  taken together shall be deemed to constitute one
        and the same instrument.

31      Existing Facilities

        From the date of this agreement, the Borrower ceases to be entitled to
        use any  facilities  previously  made available by the Bank other than
        solely with respect to the Existing Guarantees.

32      Law and Jurisdiction

32.1    This agreement  shall be governed by and construed in accordance  with
        English law.

32.2    The  Borrower  agrees  for the  benefit of the Bank that the courts of
        England shall have jurisdiction to hear and determine any suit, action
        or proceeding and to settle any disputes, which may arise out of or in
        connection  with this agreement  and, for such  purposes,  irrevocably
        submits to the jurisdiction of such courts.

32.3    The Borrower  irrevocably  waives any objection  which it might now or
        hereafter  have  to  the  courts  referred  to in  Clause  32.2  being
        nominated  as the  forum to hear and  determine  any  suit,  action or
        proceeding,  and to settle any disputes,  which may arise out of or in
        connection  with this  agreement and agrees not to claim that any such
        court is not a convenient or appropriate forum.

32.4    The submission to the jurisdiction of the courts referred to in Clause
        32.2 shall not (and shall not be  construed  so as to) limit the right
        of the Bank to take  proceedings  against the Borrower or any party to
        any Security Document in any other court of competent jurisdiction nor
        shall  the  taking  of  proceedings  in any one or more  jurisdictions
        preclude the taking of proceedings in any other jurisdiction,  whether
        concurrently or not.


                                      29


<PAGE>


32.5    The  Borrower  agrees  that the  process by which any suit,  action or
        proceeding against it in England is begun may be served on it by being
        delivered to Denton Wilde Sapte at 1 Fleet Place, London EC4M 7WS.

IN WITNESS  whereof the parties  hereto have caused this  agreement to be duly
executed on the date first above written.


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<PAGE>


                                  Signatories

The Borrower

MIH LIMITED

By:            Mark Sorour

Address:       Jupiterstraat 13-15
               2132 HC Hoofddorp
               The Netherlands

Fax:           +31 2355 62880

Attention:     Group Director: Corporate Finance

The Bank

ABSA BANK LIMITED

By:            Martin Collard      David Colgan

Address:       52-54 Gracechurch Street
               London  EC3V 0LD

Fax:           020 7528 6036

Attention:     Corporate Banking


                                      31


<PAGE>


                                  Signatories

MIH and Villiers

MIH LIMITED

By:            Mark Sorour

VILLIERS SECURITIES LIMITED

By:            Mark Sorour

The Bank

ABSA BANK LIMITED

By:            Martin Collard      Chris Engel


                                      32