EXECUTION COPY


                              DATED 11 AUGUST 2000







                (1)      MYRIAD INTERNATIONAL HOLDINGS BV

                (2)      GLOBAL CAPITAL INVESTORS II LP

                (3)      NETMED BV











                    _________________________________________


                          SHARE SUBSCRIPTION AGREEMENT

                    _________________________________________


















                                                                      MIH Group
                                                              4 Carlton Gardens
                                                                London SW1Y 1AA




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                                TABLE OF CONTENTS

1.       INTERPRETATION.......................................................3
2.       CONDITIONS PRECEDENT.................................................6
3.       AGREEMENT TO SUBSCRIBE...............................................7
4.       SUBSCRIPTION CONSIDERATION...........................................7
5.       COMPLETION...........................................................7
6.       WARRANTIES...........................................................8
7.       CONFIDENTIALITY.....................................................12
8.       GOVERNING LAW AND ARBITRATION.......................................13
9.       GENERAL.............................................................14
10.      NOTICES.............................................................15
11.      SECURITIES RESTRICTIONS.............................................16
SCHEDULE 1:   DETAILS OF GROUP COMPANIES AS AT THE DATE OF THIS
         AGREEMENT...........................................................17
SCHEDULE 2:  WARRANTIES......................................................18
SCHEDULE 3:  CALCULATION OF THE NUMBER OF CLASS C SHARES THAT
         WILL BE ACQUIRED BY GLOBAL FINANCE..................................23
SCHEDULE 4: DRAFT ARTICLES OF ASSOCIATION....................................25
SCHEDULE 5: PROPOSED AUTHORISED CAPITAL STRUCTURE............................26



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THIS AGREEMENT

is made on 11 August 2000

BETWEEN

(1)  MYRIAD   INTERNATIONAL   HOLDINGS  BV,  a  company   incorporated   in  The
     Netherlands,  whose registered  office is at Jupiterstraat  13-15,  2132 HC
     Hoofddorp, The Netherlands ("Myriad"); and

(2)  GLOBAL CAPITAL INVESTORS II LP, a limited partnership,  formed in Guernsey,
     the Channel Islands,  whose registered  office is at EFG House, St Julian's
     Avenue, St Peter Port,  Guernsey,  the Channel Islands ("Global  Capital");
     and

(4)  NETMED  BV, a company  incorporated  in The  Netherlands  whose  registered
     office is at Jupiterstraat  13-15, 2132 HC Hoofddorp,  The Netherlands (the
     "Company").


RECITALS

1.   Myriad  owns 52% of the issued  shares in the capital of the  Company.  MIH
     Finance  SA  ("MIHSA"),  which is part of the same  group of  companies  as
     Myriad,  has an option to acquire the remaining 48% of the issued shares in
     the  capital  of  the  Company  (the  "Option   Shares").   As  part  of  a
     reorganisation of MIHSA and its Affiliates, MIHSA will exercise this option
     and procure the transfer of the Option Shares to Myriad.

2.   Global Capital has agreed to subscribe for new shares in the capital of the
     Company  on the  terms  and  subject  to the  conditions  set  out in  this
     Agreement.


1.   INTERPRETATION

     1.1. In this Agreement, including the Schedules:

          1.1.1.   the following  words  and  expressions   have  the  following
                   meanings, unless they are inconsistent with the context:

                   "Affiliates" -  in relation to any person, any other  person
                                   which,  directly   or   indirectly,   (i)  is
                                   Controlled by that person; or (ii)  Controls



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                                   that person; or (iii) is under common Control
                                   with that person;

                    "Articles"   - the Articles of  Association of the Company
                                   as amended from time to time;

                    "Board of
                    Management"  -  the  board of managing directors
                                    ("directie") of the Company;

                    "Class B
                    Shares"      - ordinary  shares  of EUR 10 (ten Euros) each
                                   in  the  capital  of the  Company entitling
                                   the  holder to 10 (ten)  votes per share  in
                                   any   general   meeting   of  the
                                   shareholders of the Company;

                    "Class C
                    Shares"      - ordinary  shares of EUR 1 (one  Euro) each in
                                   the  capital  of the  Company  entitling  the
                                   holder  to 1  (one)  vote  per  share  in any
                                   general  meeting of the  shareholders  of the
                                   Company;

                   "Completion"  - Completion  of the  subscription  for the New
                                   Shares in accordance with clause 5;

                   "Confidential
                   Information"  - any    business,    technical,     financial,
                                   operational,    administrative,    marketing,
                                   economic or other information relating to the
                                   Company or any of its Affiliates from time to
                                   time,  but  excluding  any  such  information
                                   which has at the  relevant  time  entered the
                                   public  domain  without  infringement  of any
                                   applicable confidentiality obligation owed to
                                   the relevant Party;

                   "Control"     - in relation to a body corporate, the power of
                                   a  person  to  secure  that its  affairs  are
                                   conducted  in  accordance  with the wishes of
                                   that person:

                                   (a)  by means of the holding of shares or the
                                        possession  of  voting  power  in  or in
                                        relation  to  that  or  any  other  body
                                        corporate; or

                                   (b)  by virtue of any powers conferred by the
                                        articles  of  association  or any  other
                                        document  regulating  that or any  other
                                        body corporate,

                                   and a "Change of  Control"  shall  occur if a
                                   person   who    Controls   any   company   or
                                   undertaking  ceases to do so,  or if  another
                                   person acquires Control of it;



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                   "Last
                   Accounts
                   Date"         - 30 June  2000,  being  the date to which  the
                                   Principal Accounts have been prepared;

                  "Loan Claims"  - the total of all  amounts  advanced by Myriad
                                   (or its  Affiliates)  to the  Company on loan
                                   account  as  at  the  Last   Accounts   Date,
                                   together with such other amounts as have been
                                   or  may  be   advanced   by  Myriad  (or  its
                                   Affiliates)  to the Company from time to time
                                   prior to Completion together with all accrued
                                   interest;

                   "MIHSA
                   Transfer"     - the transfer by MIHSA to Myriad of the Option
                                   Shares;

                   "Parties"     - the parties to this Agreement;

                   "Principal
                   Accounts"     - the  balance  sheet  prepared  as at the Last
                                   Accounts Date and profit and loss account for
                                   the year ended on the Last  Accounts  Date of
                                   the  Company,   including  the   consolidated
                                   balance   sheet  as  at  that  date  and  the
                                   consolidated profit and loss account prepared
                                   for that year;

                   "Shares"      - issued  shares in the  capital of the Company
                                   of whatever class;

                   "Subsidiary"  - in relation to an  undertaking  (the  holding
                                   undertaking),  any other undertaking in which
                                   the holding undertaking (or persons acting on
                                   its or their  behalf)  directly or indirectly
                                   holds or controls either:

                                   (a)  a   majority   of  the   voting   rights
                                        exerciseable at general meetings of that
                                        undertaking; or

                                   (b)  the right to appoint or remove directors
                                        having a majority  of the voting  rights
                                        exerciseable at meetings of the board of
                                        directors of that undertaking; or

                                   (c)  a majority  of the issued  shares in the
                                        capital of that undertaking,


                                   and any undertaking  which is a Subsidiary of
                                   another   undertaking   shall   also   be   a
                                   Subsidiary  of  that  undertaking's   holding
                                   undertaking. ;

                   "Taxation"    - all forms of  taxation,  duties,  imposts and
                                   levies   whatsoever   and  whenever   imposed
                                   including,    without   limitation,    social
                                   security contributions; and


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                   "Warranties" -   the Warranties set out it Schedule 2;


              1.1.2.    all  references  to  a   statutory   provision  shall be
                        construed  as including references to:

                         (a)  any  statutory   modification,   consolidation  or
                              re-enactment  (whether before or after the date of
                              this  Agreement) for the time being in force;

                         (b)  all statutory  instruments or orders made pursuant
                              to a statutory provision;

                         (c)  any  statutory  provisions  of  which a  statutory
                              provision  is a  modification,  consolidation,  or
                              re-enactment;

               1.1.3.    except  where  the  context  otherwise  requires  words
                         denoting  the  singular  include  the  plural  and vice
                         versa;  words  denoting  any  one  gender  include  all
                         genders;  words  denoting  persons  include  firms  and
                         corporations  and vice versa;

               1.1.4.    unless  otherwise  stated,  a reference  to a clause or
                         sub-clause  or a Schedule is a reference to a clause or
                         a sub-clause of or a Schedule to this Agreement.

          1.2. Clause  headings in this  Agreement  and in the Schedules are for
               ease of reference only and do not affect the  construction of any
               provision.

    2.    CONDITIONS PRECEDENT

          2.1. The  obligations of the parties under this Agreement  (other than
               under  clauses  2.2,  6.6.1,  7 and 8) are  conditional  upon the
               satisfaction of the following conditions:-

               2.1.1.    the completion of the MIHSA  Transfer and,  pursuant to
                         such transfer,  the registration of Myriad as the owner
                         of all of  the  issued  shares  in the  capital  of the
                         Company;

               2.1.2.    the   conclusion  and  becoming   unconditional   of  a
                         shareholders   agreement   between  Myriad  and  Global
                         Capital  regulating  their  shareholding in the Company
                         save for the condition in that Agreement which requires
                         this Agreement to become unconditional; and

               2.1.3.    Myriad  capitalising  US$125  million  (one hundred and
                         twenty five million United States  Dollars) of the Loan
                         Claims; and

               2.1.4.    the  conversion  of the Company  into a public  company
                         (NV) and the  adoption by the  Company of new  Articles
                         conforming to the draft Articles that are


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                         attached as Schedule 4 to this Agreement; and

               2.1.5.    the investment  committee of Global  Capital  approving
                         this Agreement;

               and, if any of these conditions is not fulfilled by 17H00 Central
               European  Time on the 90th day after the date of this  Agreement,
               or such later date as may be agreed  between  the  Parties,  then
               this  Agreement  shall  cease to have effect and each Party shall
               have no claim  under it against  the other,  save in respect of a
               breach of the provisions of clauses 7 and 8.

          2.2. The Parties shall use all  reasonable  endeavours in so far as it
               is within their respective control to procure that this Agreement
               becomes unconditional by the date specified in clause 2.1.

    3.    AGREEMENT TO SUBSCRIBE

          Global  Capital  undertakes  in favour of Myriad that  Global  Capital
          will,  by  subscribing  for new Class C Shares in the  capital  of the
          Company, acquire a number of Class C Shares that will be calculated on
          the Completion Date in accordance with Schedule 3 (the "New Shares").

    4.    SUBSCRIPTION CONSIDERATION

          The  subscription  consideration  for the  New  Shares  will be  US$25
          million (twenty-five million United States Dollars) (the "Subscription
          Consideration");  provided  that Global  Capital will be entitled,  by
          notice in  writing  to Myriad and to the  Company,  such  notice to be
          given  within 14  (fourteen)  days after the date of signature of this
          agreement, to increase the Subscription Consideration to US$30 million
          (thirty million United States Dollars).The Subscription  Consideration
          shall be payable by Global  Capital to the Company in accordance  with
          clause 5.

   5.     COMPLETION

          5.1. Completion  shall  take place at the  offices of Nauta  Dutilh at
               Weena 750, 3014 DA  Rotterdam,  The  Netherlands  within 10 (ten)
               days after this  Agreement  has  ceased to be  conditional  under
               clause 2 (the "Completion  Date"),  when all the transactions and
               actions mentioned in the following sub-clauses shall take place.

          5.2. The  Company  shall  deliver  a list  of all of the  Loan  Claims
               advanced after the Last Accounts Date but prior to the day before
               the date on which Completion takes place together with a Schedule
               of the Net External  Debt on the date on which  Completion  takes
               place.


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          5.3. Myriad,  Global  Capital and the Company  shall  execute and will
               procure the execution of such resolutions, deeds and documents as
               may be necessary  under Dutch law to procure the issue of the New
               Shares to Global  Capital  and  register  Global  Capital  as the
               holder of the New Shares.

          5.4. Global Capital shall deposit the Subscription  Consideration  for
               the New Shares in notarial third party account or pay directly to
               the  Company  by  way  of  transfer  into  an  account  at a bank
               designated by the Company and notified to Global Capital .

    6.    WARRANTIES

          6.1. The Company warrants to Global Capital that:

               6.1.1.    the Company has and will have full power and  authority
                         to enter  into and,  at  Completion,  to  perform  this
                         Agreement;

               6.1.2.    the Company will be entitled at Completion to issue the
                         New  Shares  to  Global  Capital  on the  terms of this
                         Agreement and such shares, upon issue and payment, will
                         be validly issued; and

               6.1.3.    the  Warranties  in Schedule 2 are true and accurate in
                         all  respects  and  will  continue  to be so up to  and
                         including Completion.

          6.2. Myriad warrants to Global Capital that:

               6.2.1.    Myriad  has and will have full power and  authority  to
                         enter  into  and,  at   Completion,   to  perform  this
                         Agreement; and

               6.2.2.    Myriad will be entitled  at  Completion  to procure the
                         issue of the New Shares to Global  Capital on the terms
                         of this  Agreement  and such  shares,  upon  issue  and
                         payment, will be validly issued.

          6.3. Global Capital warrants to Myriad and the Company that:

               6.3.1.    it has and will have full power and  authority to enter
                         into and, at Completion, to perform this Agreement; and

               6.3.2.    it will be entitled on  Completion to subscribe for the
                         New Shares on the terms of this Agreement; and

               6.3.3.    it is a party to which the New  Shares  may be  offered
                         and issued in accordance with clause 11.

          6.4. Each of the Warranties is without prejudice to any other Warranty
               and, except where


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               expressly  stated  otherwise,  no clause of this Agreement  shall
               govern or limit the extent or application of any other clause.

          6.5. Subject to clauses 6.6 to 6.10,  the Company shall  indemnify and
               keep Global Capital fully  indemnified  against all  proceedings,
               costs, liabilities,  expenses, loss or damage (but excluding loss
               of profit, business, contracts and any indirect loss or damage of
               any  nature  whatsoever   ("Consequential   Loss"))  suffered  or
               incurred  by  Global  Capital  arising  out of any  breach by the
               Company  of  the  terms  of  this  Agreement  including,  without
               limitation,  a breach  of any of the  Warranties  if such  breach
               arises by reason of an event that occurred prior to Completion.

          6.6. The Company  shall have no  liability in respect of a claim under
               the Warranties (a "Claim"):

               6.6.1.    to the extent  that the matter or  circumstance  giving
                         rise  to the  Claim  was  fairly  disclosed  to  Global
                         Capital or its  professional  advisers  (which include,
                         but are not  limited  to,  Global  Finance SA  ("Global
                         Finance") and Kallimopoulos Law Office) included in the
                         disclosure  letter  of even date  from the  Company  to
                         Global Capital.  In this regard,  Global Capital states
                         that it and its advisers are not presently aware of any
                         breach of the  Warranties  and undertakes to notify the
                         Company if it or any of its advisers  becomes  aware of
                         any such breach prior to Completion;

               6.6.2.    unless notice in writing of the Claim is given by or on
                         behalf of Global  Capital  to the  Company  stating  in
                         reasonable  detail  the  nature  of the Claim  and,  if
                         practical, the amount claimed:

                         6.6.2.1.  in the case of a Claim relating  to a  matter
                                   other than  Taxation  on or before the second
                                   anniversary of Completion; and

                         6.6.2.2.  in the case of a Claim  relating  to Taxation
                                   on  or  before  the  fifth   anniversary   of
                                   Completion; and

                         6.6.2.3.  as soon as reasonably  practicable and in any
                                   event within 60 days of Global Capital or its
                                   officers becoming aware thereof;

               6.6.3.    unless notice of such Claim is served on the Company in
                         accordance with this clause 6.6;

               6.6.4.    where the  amount so  claimed  in respect of such Claim
                         against the Company does not exceed US$500,000 and such
                         Claim shall be disregarded for all purposes;


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               6.6.5.    if  the  Claim  relates  to or  arises  from  a  breach
                         relating  to SOE  International  SA (in the  process of
                         changing its name to Dikefalo  Holding SA) ("Dikefalo")
                         or any of its  Subsidiaries;  provided that the Company
                         shall only be permitted  to make  funding  available to
                         Dikefalo  and  its  Subsidiaries  after  Completion  in
                         accordance  with  the  Shareholders   Agreement.   (The
                         Parties  record that the AEK Funding (as defined in the
                         Shareholders  Agreement)  may  not  exceed  the  Cap as
                         defined  in the  Shareholders  Agreement  whether  such
                         funding is required  pursuant to a Warranty that is not
                         correct or otherwise);

               6.6.6.    which  arises from a breach  which is capable of remedy
                         unless and until the  Company  is given  notice of such
                         breach and to the extent  capable of remedy such breach
                         is not remedied  within 60 days of the date that notice
                         is received.

          6.7. The total  amount of the  liability  of the Company in respect of
               this   Agreement   shall  not  exceed  an  amount  equal  to  the
               Subscription  Consideration;  provided that such limitation shall
               not  apply in the case of  fraud  or  gross  negligence  (BEWUSTE
               ROEKELOOSHEID).

          6.8. No Claims shall be made against the Company:

               6.8.1.    by reason of any matter which would not have arisen but
                         for the  coming  into force of any  legislation  not in
                         force  at the  date  of  this  Agreement  or  with  the
                         withdrawal  of  any  relief,  allowance  or  concession
                         available at the date of this Agreement (whether or not
                         such legislation or withdrawal purports to be effective
                         retrospectively  in whole or in part) or as a result of
                         any  increase  in any rate of  Taxation or by reason of
                         any change  occurring  after the date of this Agreement
                         in  revenue  practice   (whether  or  not  any  of  the
                         aforegoing purports to be effective  retrospectively in
                         whole or in part);

               6.8.2.    based upon a liability  which is contingent only unless
                         and until such contingent  liability  becomes an actual
                         liability  and  is  due  and  payable  provided  Global
                         Capital  shall be entitled to notify the Company of any
                         such  contingent  Claim within the time limit in clause
                         6.6.2 but shall not be prevented  from bringing a Claim
                         when   the   contingent   liability   becomes   actual,
                         notwithstanding the expiry of such time limits provided
                         that the  liability  of the  Company  in respect of any
                         such  claim  shall in any event  expire  on the  fourth
                         anniversary  of  Completion  in  the  case  of a  Claim
                         relating  to a  matter  other  than  Taxation  and  the
                         seventh  anniversary  of  Completion  in the  case of a
                         Claim relating to Taxation.


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          6.9. If any matter comes to the notice of Global Capital in respect of
               which a Claim may arise Global Capital shall:

               6.9.1.    forthwith  give written  notice  thereof to the Company
                         specifying   the  nature  of  the  possible   Claim  in
                         reasonable detail; and

               6.9.2.    not make  any  admission  of  liability,  agreement  or
                         compromise  to or with any person in  relation  thereto
                         without the prior written consent of the Company,  such
                         consent not to be unreasonably withheld or delayed.

         6.10. Notwithstanding  anything  expressed or implied in this Agreement
               to the contrary,  if the Company is liable pursuant to any Claim,
               then such liability shall be settled between the Parties,  by the
               Company  issuing  further  Shares to Global Capital in accordance
               with the following sub-clauses:

               6.10.1.   the Shares will be Class C Shares;

               6.10.2.   the  number of  Shares  to be issued to Global  Capital
                         will be  calculated by dividing the amount of the Claim
                         by the  Subscription  Price per Share  (which  shall be
                         calculated by dividing the  Subscription  Consideration
                         by the number of New  Shares  that are issued to Global
                         Capital under clause 3 and Schedule 3);

               6.10.3.   no  further  consideration  will be  payable  by Global
                         Capital in respect of such shares.

         6.11. Myriad  hereby  unconditionally  and  irrevocably  guarantees  to
               Global Capital the  performance by the Company of its obligations
               under clause 6.5 (except if Global Capital  withholds its consent
               under the  Articles to the issue of Shares  under  clause  6.10);
               provided that Myriad shall be entitled to raise as a defence to a
               claim by Global  Capital any defence  which the Company  would be
               entitled to raise (in  addition to such other  defences as are or
               may  be  available  to  Myriad,  whether  at law  or  under  this
               Agreement) and Myriad's  liability  shall not in any event exceed
               that of the Company.

         6.12. Global  Capital shall procure that all  reasonable  assistance is
               given by it to avoid or mitigate any loss or  liability  (without
               prejudice to any similar obligation  existing at law generally or
               any other specific term of this Agreement)  which might give rise
               to a Claim.

         6.13. Global  Capital  shall  indemnify and keep Myriad and the Company
               fully indemnified  against all proceedings,  costs,  liabilities,
               expenses,  loss or  damage  (but  excluding  Consequential  Loss)
               suffered or incurred by Myriad or the Company arising out

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               of any breach by Global Capital of the terms of this Agreement.

         6.14. The Parties waive their rights under Articles 6:265 et seq of The
               Netherlands Civil Code to claim rescission ("ontbinding") of this
               Agreement whether before or after Completion,  provided that such
               waiver shall be without prejudice to the Parties' other rights at
               law or under this Agreement.

     7.  CONFIDENTIALITY

         7.1.  In  order  to  protect  the  business  of  the  Company  and  its
               Subsidiaries,  Global Capital  agrees and undertakes  with and to
               each of the other Parties that any Confidential Information which
               is  obtained  by it or  any of its  Affiliates  or any  director,
               officer, employee,  professional adviser, agent or representative
               of or to any such person under the terms of this Agreement  shall
               not,  unless  and until it ceases to be  confidential  (otherwise
               than  as  a  result   of  this  or  any   other   obligation   of
               confidentiality being breached), be:

               7.1.1.    disclosed  to any person  other  than its  professional
                         advisers or any person employed by it or its Affiliates
                         whose duties  include the  management  or monitoring of
                         its investment in the Company and who need to know such
                         information in order to discharge his or her duties; or

               7.1.2.    used by it or any member of their  Groups or any of the
                         persons contemplated in clause 7.1.1 other than for the
                         purpose of managing or monitoring its investment in the
                         Company in either case in a manner  detrimental  to the
                         Company.

          7.2. Global  Capital  shall  procure  that  any  person  to  whom  any
               Confidential  Information  is  disclosed by it is informed of the
               confidential  nature of the information and the terms  applicable
               to  it  pursuant  to  this   Agreement   and  complies  with  the
               restrictions  contained  in this  clause 7 as if such person were
               Party hereto.

          7.3. Clauses 7.1 and 7.2 shall not prevent  any  disclosure  if and to
               the extent  required  by  applicable  law, an order of a court of
               competent  jurisdiction,  or by the rules of any recognised stock
               exchange,   any  other  applicable   regulatory  authority  or  a
               government or  quasi-governmental  department or agency  provided
               that Global Capital shall consult with the other Parties,  so far
               as is practicable,  as to the proposed form,  timing,  nature and
               purpose of the disclosure.

          7.4. If this  Agreement  ceases to have  effect,  Global  Capital will
               release and return to the Company all  documents  concerning  the
               Company  provided to Global Capital or its advisers in connection
               with this Agreement and will not use or make available to any


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<PAGE>

               other person any  information  which it or its advisers have been
               given  in  respect  of  the  Company  and/or  any  Subsidiary  or
               Affiliate of the Company and which is not in the public domain

          7.5. The  obligations  of Global  Capital  under  this  clause 7 shall
               continue  until the  conditions set out in clause 2 are fulfilled
               or this  Agreement  lapses  in terms of that  clause,  and if the
               latter occurs,  such obligations shall survive for a period of 24
               months after such lapse.

    8.    GOVERNING LAW AND ARBITRATION

          8.1. This Agreement shall be governed by and construed in all respects
               in accordance with the laws of The Netherlands.

          8.2. If any dispute  arises at any time  between any of the Parties in
               connection with this Agreement including without limitation,  the
               formation  or  existence  of,  the   implementation   of  or  the
               interpretation or application of, the Parties'  respective rights
               and  obligations  in terms of or arising out of this Agreement or
               its breach or termination or the  performance or  non-performance
               of any party's obligations  hereunder or which relates in any way
               to any matter  affecting the interests of the Parties in terms of
               this  Agreement,  and the  Parties  are unable to  resolve  their
               dispute,  any party may refer the matter in dispute, in the first
               instance,  to the  respective  chief  executive  officers  of the
               Parties for resolution.

          8.3. All disputes arising in connection with this Agreement or further
               agreements resulting therefrom,  which after having been referred
               under  clause 8.2 shall not have been  resolved by the said chief
               executive  officers within 21 (twenty-one) days of having been so
               referred,  shall be finally  settled by arbitration in accordance
               with  the  rules  of  the   Netherlands   Arbitration   Institute
               (NEDERLANDS ARBITRAGE INSTITUUT).  The arbitration tribunal shall
               be composed of three  arbitrators  one of whom shall be appointed
               by  Myriad,  one by  Global  Capital  and the third by the two so
               appointed.  The  place of  arbitration  shall be  Amsterdam,  the
               Netherlands.  The arbitration procedure shall be conducted in the
               English  language.  The  arbitration  tribunal  shall  decide  in
               accordance with the rules of law  (OVEREENKOMSTIG  DE REGELEN DES
               RECHTS).

          8.4. This clause shall not preclude any party from  obtaining  interim
               relief on an urgent basis from a court of competent  jurisdiction
               pending any decision of the arbitrator.

          8.5. The provisions of this clause -

               8.5.1.    constitute an irrevocable consent by the Parties to any
                         proceedings  in  terms  hereof  and no  party  shall be
                         entitled  to  withdraw  therefrom  or claim at any


                                       13

<PAGE>

                         such   proceedings   that  it  is  not  bound  by  such
                         provisions;

               8.5.2.    are severable from the rest of this Agreement and shall
                         remain  in  effect   despite  the   termination  of  or
                         invalidity for any reason of this Agreement.

    9.    GENERAL

          9.1. No public  announcement  shall be made in respect of the  subject
               matter of this Agreement unless  specifically  agreed between the
               Parties  or it is an  announcement  required  by law or any Stock
               Exchange or other authority having jurisdiction over the relevant
               Party and issued after prior notification to the other party.

          9.2. None of the Parties  shall be entitled to assign or transfer this
               Agreement  (including  the  Warranties)  or any of its rights and
               obligations  hereunder;  provided,  however,  that Global Capital
               shall be entitled to transfer  all of its rights and  obligations
               under this Agreement to any other investment fund that is managed
               by an  entity  that is  Controlled  by Global  Finance  and holds
               assets  that are  equivalent  in value  to those  held by  Global
               Capital,  subject to the prior written  consent of Myriad,  which
               shall not be unreasonably delayed or withheld.

          9.3. No   addition   to,   modification,   amendment   or   consensual
               cancellation  of this  Agreement  shall  have any force or effect
               unless made in writing  specifically  referring to this Agreement
               and duly signed by the Parties.

          9.4. No  indulgence  which any Party ("the  Grantor") may grant to any
               other ("the  Grantee")  shall  constitute  a waiver of any of the
               rights of the Grantor,  who shall not thereby be  precluded  from
               exercising  any rights  against the Grantee which may have arisen
               in the past or which may arise in the future.

          9.5. Termination  of this  Agreement for any cause shall not release a
               Party from any  liability  which at the time of  termination  has
               already  accrued to another Party or which  thereafter may accrue
               in respect of any act or omission prior to such termination.

          9.6. In  the  event  of  any  ambiguity  or  discrepancy  between  the
               provisions of this  Agreement and the Articles  then,  unless the
               application  of  the  relevant  provisions  in the  Articles  are
               mandatory in terms of Dutch law, the provisions of this Agreement
               shall prevail and accordingly the Parties shall endeavour to give
               effect  to  the  provisions  of  this  Agreement  and  shall,  if
               necessary, procure any required amendment to the Articles.

          9.7. Nothing  in this  Agreement  shall  be  deemed  to  constitute  a
               partnership between the


                                       14


<PAGE>


               Parties nor constitute any Party the agent of any other Party for
               any purpose.

          9.8. Each  Party  shall  cooperate  with the others  and  execute  and
               deliver to the other such other  instruments  and  documents  and
               take such other actions as may be reasonably  requested from time
               to time in order to carry out,  evidence and confirm their rights
               and the intended purpose of this Agreement.

          9.9. All expenses  incurred by or on behalf of the Parties,  including
               all fees of agents, representatives,  solicitors, accountants and
               actuaries  employed  by  any  of  them  in  connection  with  the
               negotiation, preparation or execution of this Agreement, shall be
               borne solely by the Party who incurred the liability.

         9.10. Time shall be of the essence of this  Agreement,  both as regards
               the dates and periods specifically  mentioned and as to any dates
               and periods  which may be  substituted  by  Agreement  in writing
               between or on behalf of the Parties.

    10. NOTICES

        10.1.  Notices and communications under this Agreement shall be given in
               writing and may be  delivered  to the  relevant  Party or sent by
               registered  air mail or facsimile to the address of that Party or
               that Party's facsimile number specified in 11.2.

        10.2.  Notices and communications shall be addressed as follows:

               10.2.1. if to Myriad     -   Jupiterstraat 13-15, 2132
                           and/or the       HC Hoofddorp,
                           Company          The Netherlands

                                            Attention:  Chief Executive Officer
                                            Telefax:    + 31 23 556 2880

               10.2.2.  if to Global Capital

                                        -    14 Filikis Eterias Square
                                             GR-106 73 Athens, Greece

                                             Attention:  Chief Executive Officer
                                             Telefax:    + 30 93 22 344 24

               or such  other  address of a Party,  person  and/or fax number as
               that Party shall have notified in writing to all other Parties.

         10.3. Notices and communications shall be given and made in the English
               language.


                                       15

<PAGE>


     11.  SECURITIES RESTRICTIONS

          The Shares and the New Shares may not in  connection  with or pursuant
          to this  Agreement be offered or sold in or from the  Netherlands,  as
          part of their initial distribution or at any time thereafter, directly
          or  indirectly,  other than to  individuals  or legal  entities who or
          which trade in securities in the conduct of a profession or business.


IN WITNESS  WHEREOF this  Agreement  has been executed by the Parties on the day
and year first above written.

SIGNED BY                                   )
                                            )
                                            )
for and on behalf of                        )
MYRIAD INTERNATIONAL HOLDINGS BV            )
in the presence of                          )



SIGNED BY                                   )
                                            )
                                            )
for and on behalf of                        )
GLOBAL CAPITAL INVESTORS II LP              )
in the presence of                          )



SIGNED BY                                   )
                                            )
                                            )
for and on behalf of                        )
NETMED BV                                   )
in the presence of                          )


                                       16


<PAGE>


SCHEDULE 1:   DETAILS OF GROUP COMPANIES AS AT THE DATE OF THIS AGREEMENT


Part 1: The Company



Date of incorporation:  12-01-1996

Current Share capital:

          Authorised:    NLG  200,000  comprising  2,000  shares of one  hundred
                         Dutch Guilders each

          Issued:        NLG40,100  comprising  401 shares of one hundred  Dutch
                         Guilders each

          Paid up:       NLG40,100




Registered office: Jupiterstraat 13-15, 2132 HC Hoofddorp, The Netherlands

Managing Directors: Sheryl Raine and Stephen Gavin Oldfield (being replaced by J
James Volkwyn.)

[An updated UITTREKSEL UIT HET  HANDELSREGISTER  VAN DE KAMER VAN KOOP HANDEL EN
FABRIEKEN  VOOR  AMSTERDAM  will be  provided  by Myriad to  Global  Capital  on
Completion to reflect the completion of the MIHSA Transfer and the restructuring
of the share capital]

Part 2: The Subsidiaries of the Company


NetMed Hellas SA
Myriad  Development BV
MultiChoice Hellas SA
MultiChoice Cyprus
Limited Syned SA
NetMed SA
MultiChoice  Cyprus Holdings  Limited
M-Web Greece SA
SOE International SA (in the process of changing its name to Dikefalo
     Holding SA (football holding company)
AEK PAE
BASIC HELLAS SA

Details of the shareholding of Myriad in each of the Subsidiaries are set out in
the corporate chart which is attached as Annex A


                                       17


<PAGE>


SCHEDULE 2:  WARRANTIES

The Company represents and warrants that the Warranties set out in this Schedule
2 are true and  correct in all  respects  and will  continue  to be so up to and
including Completion.

1.   Corporate matters

     1.1. The information  relating to the Company and its Affiliates  contained
          in Schedule 1 is true,  accurate and complete in all material respects
          as at the date of this Agreement.

     1.2. Upon  Completion  the  authorised  share  capital of the Company  will
          conform to Schedule 5.

     1.3. Upon  Completion  there will be no agreements or arrangements in force
          which  grant  to any  person  the  right  to call  for the  issue  and
          allotment  of any share in the  capital  of the  Company or any of its
          Subsidiaries  other than (1) to Myriad pursuant to the  capitalisation
          of the Loan Claims, as contemplated in the Shareholders Agreement; and
          (2) to employees pursuant to share option or incentive schemes.

     1.4. Upon Completion there will be no pledge, lien or other encumbrance on,
          over  or  affecting  the  New  Shares  made  by  the  Company  or  its
          Subsidiaries in favour of any third party and there is no Agreement or
          arrangement  made by the  Company in favour of any third party to give
          or create any such encumbrance.

     1.5. The Shareholders  register of the Company and each of its Subsidiaries
          has been properly kept and contains an accurate and complete record of
          the matters  with which it should  deal;  and no notice or  allegation
          that  any of them  is  incorrect  or  should  be  rectified  has  been
          received.

     1.6. All particulars,  resolutions and documents  required to be filed with
          the Chamber of Commerce in respect of the Company and to the  relevant
          local  authorities  with  respect to its  Subsidiaries  have been duly
          filed and were correct when filed.

     1.7. The Subsidiaries listed in Schedule 1 are all the present Subsidiaries
          of the Company.

     1.8. The Company and its Subsidiaries  are corporations  duly organised and
          validly existing under the laws of their place of incorporation.


                                       18

<PAGE>



     1.9. Neither  the  Company  nor its  Subsidiaries  have been  dissolved  or
          liquidated.  No resolution to dissolve or liquidate the Company or any
          Subsidiary has been adopted and there is no action or request  pending
          to accomplish such a dissolution or  liquidation.  Neither the Company
          nor the Subsidiaries  have been declared  bankrupt and none of them is
          in a  position  that it  could be  declared  bankrupt,  and no  actual
          request is pending to  declare  any of them  bankrupt,  nor has any of
          them filed for or been granted a (provisional) moratorium of payment.

    1.10. At Completion,  the Company and its  Subsidiaries  will have issued no
          shares other than those specified in their  respective  registers.  At
          Completion, the Company and its Subsidiaries will not have granted any
          rights to  acquire  shares  or other  securities  (whether  as debt or
          equity)  in the  Company or the  Subsidiaries  through  conversion  or
          otherwise. At Completion, the Company and its Subsidiaries will not be
          under any obligation to issue shares or other  securities  (whether as
          debt or equity) other than pursuant to the  capitalisation of the Loan
          Claims.  At Completion the Company and its Subsidiaries  will not have
          granted  any  options  for the  issue of  shares  or other  securities
          (whether as debt or equity).  The  Company  and its  Subsidiaries  are
          under no obligation to grant such options.

2.        Accounting matters

     2.1. The Principal  Accounts of the Company (which  include  information in
          respect of the Subsidiaries on a consolidated basis):

          2.1.1.    have  been  prepared  in  accordance   with  the  applicable
                    statutory provisions and International  Accounting Standards
                    (or Greek GAAP where  applicable);  have been  prepared on a
                    basis  consistent with previous years;  and are complete and
                    accurate in all respects;

          2.1.2.    present a true and fair view of (i) the  financial  position
                    of the Company and its  Subsidiaries  as at the Last Account
                    Date;  (ii) the results of the operations of the Company and
                    the Group  Companies  during the  financial  period to which
                    they  relate;  (iii) each of the items as  reflected  in the
                    balance sheets;

          2.1.3.    give  a true  and  fair  view  of  the  assets,  liabilities
                    (including contingent, unquantified or disputed liabilities)
                    and  commitments of the Company and the  Subsidiaries at the
                    Last Accounts Date and its profits for the financial  period
                    ended on that date;


                                       19

<PAGE>



          2.1.4.    comply with the requirements of the Articles;

          2.1.5.    properly  reflect the financial  position of the Company and
                    the Subsidiaries as at their date.

     2.2. All the accounts,  books,  ledgers,  financial and other  records,  of
          whatsoever  kind, of the Company are in its possession and give a true
          and fair view of its financial position.

3.        Financial matters

     3.1. The  Company  and  its   Subsidiaries   had  no  capital   commitments
          outstanding  at the  Last  Accounts  Date  and has  not,  since  then,
          incurred or agreed to incur any capital  expenditure or commitments or
          disposed of any capital assets.

     3.2. At  Completion,  the Loan Claims will be those as at the Last Accounts
          Date  (which  will be  audited  by KPMG)  together  with  those  loans
          notified  under  clause 5.2 and will  comprise  all loans  advanced by
          Myriad  or its  Affiliates  to the  Company  or  its  Subsidiaries  at
          Completion.

     3.3. The  Company and its  Subsidiaries  has not,  since the Last  Accounts
          Date,  repaid,  or become liable to repay, any indebtedness in advance
          of its stated maturity.

     3.4. There are no liabilities (including contingent  liabilities) which are
          outstanding on the part of the Company or its Subsidiaries  other than
          those liabilities  disclosed in the Last Accounts or incurred,  in the
          ordinary and proper course of trading, since the Last Accounts Date.

4.        Taxation matters

     4.1. The Principal Accounts make full provision or reserve for all Taxation
          (including  deferred  Taxation)  which  is  liable  to be or  could be
          assessed on the Company and its  Subsidiaries,  or for which it may be
          accountable, in respect of the period ended on the Last Accounts Date.


                                       20


     4.2. All returns, computations and payments which should be, or should have
          been,  made by the  Company  and  its  Subsidiaries  for any  Taxation
          purpose  have  been  made  within  the   requisite   periods  and  are
          up-to-date,  correct and on a proper basis and it is not likely to be,
          the subject of any dispute with the Dutch tax authorities.

     4.3. The Company and its Subsidiaries  have duly deducted and accounted for
          all amounts which it has been obliged to deduct in respect of Taxation
          and, in particular,  have properly  deducted wage  withholding tax, as
          required by law,  from all payments  made,  or treated as made, to its
          employees or former  employees,  and accounting to the Dutch and Greek
          tax  authorities for all tax so deducted and for all tax chargeable on
          benefits provided for their employees or former employees.

5.        Trading matters

     5.1. Since the Last  Accounts  Date the  business  of the  Company  and the
          Subsidiaries has been continued in the ordinary and normal course, and
          there has been no material  deterioration in their turnover,  or their
          financial or trading  position or prospects other than normal cyclical
          variations in subscriber numbers .

     5.2. The Company and its  Subsidiaries are not engaged in any litigation or
          arbitration  proceedings,  as plaintiff or defendant  and there are no
          proceedings  pending or  threatened,  either by or against the Company
          and its  Subsidiaries,  in both cases that are material in the context
          of the  business  of the  Company  and  its  Subsidiaries  as a  whole
          excluding the potential dispute between Teletypos SA ("Teletypos") (on
          the one hand) and the other  shareholders of MultiChoice Hellas SA (on
          the  other)  relating  to a  sale  of  shares  by  Teletypos  to  such
          shareholders, details of which have been disclosed to Global Capital.

     5.3. There are no claims pending or threatened  against the Company and its
          Subsidiaries,  by an employee or workman or third party, in respect of
          any  accident or injury,  which are not fully  covered by insurance or
          which, if not so covered,  are material in the context of the business
          of the Company and its Subsidiaries as a whole.

     5.4. The Company and the  Subsidiaries  have  conducted and are  conducting
          their business and  operations in all respects in accordance  with all
          applicable  laws and  regulations  of Greece  and  Cyprus and have all
          licenses,  permits,  exemptions,  consents,  waivers,  authorisations,
          rights,   orders  or   approvals   of,  and  have  made  all  required
          registrations


                                       21

<PAGE>

          with, any governmental  body applicable to it that are material to the
          conduct of their business in Greece and Cyprus.

     5.5. The  Company  and  the  Subsidiaries  are  not  in  violation  of  any
          applicable order, judgment,  injunction, award, decree or writ, or any
          applicable  law,  statute,   code,  ordinance,   regulation  or  other
          requirement,  of any government body applicable to it, which violation
          could have a material  adverse effect on the Company,  and neither the
          Company nor any of its  Subsidiaries has received notice that any such
          violation is being or may be alleged.

     5.6. The  Company  or its  relevant  Subsidiary  has such  rights as may be
          necessary  to  permit  the  Company  or  its  relevant  Subsidiary  to
          distribute  in Greece the films and sports events that are included in
          the pay television channels that are compiled by NetMed Hellas SA.

6.        Asset matters

          The Company and the Subsidiaries  owned at the Last Accounts Date, and
          had good and  marketable  title to,  all the  assets  included  in the
          Principal  Accounts,  and (except for current assets subsequently sold
          or realised in the  ordinary  course of  business)  still owns and has
          good and marketable title to them and to all assets acquired since the
          Last Accounts Date.

7.        Net External Debt

          The  Net  External  Debt  of the  Company  and  its  Subsidiaries  was
          US$71,954,571  at the Last  Accounts  Date.  For the  purposes of this
          Warranty,  "Net  External  Debt" shall have the meaning given to it in
          Schedule 3.

8.        Loan Claims

          The  Loan   Claims  of  the   Company   and  its   Subsidiaries   were
          US$160,188,956  at the Last  Accounts  Date.  For the purposes of this
          Warranty, the term "Loan Claims" shall have the meaning given to it in
          clause 1.


                                       22


SCHEDULE 3: CALCULATION OF THE NUMBER OF CLASS C SHARES THAT WILL BE ACQUIRED BY
GLOBAL CAPITAL


The number of New Shares (Class C) that will be acquired by Global  Capital will
be calculated according to the following equation:

                                 B          =     X
                                ---              ---
                                B+A              X+Y

Where:

A        =     either   the  "Post  Capitalised   NetMed  BV Value" or the "Post
               Third Person NetMed BV Value", as appropriate

B        =     Subscription Consideration

X        =     The number of New Shares to be issued to Global Capital

Y        =     The total number of Shares in issue on Completion before the New
               Shares are issued to Global Capital

And:


The "Post  Capitalised  NetMed Value" or the "Post Third Person NetMed BV Value"
is calculated as follows:

Step 1

AGREED  ENTERPRISE  VALUE  for the  Company  is agreed  at  US$395m  and for the
purposes of this  calculation  is apportioned as follows (each an "AGREED ENTITY
ENTERPRISE VALUE"):

MultiChoice Hellas                  142.2
NetMed Hellas                       227.3
MultiChoice Cyprus                   25.5

Total                                      US$395.0

Step 2

From each of the Agreed Entity  Enterprise  Values,  calculated in Step 1 above,
deduct each entity's net external debt which exists on the Completion Date. (The
Net  External  Debt is the total of all  interest  bearing  loans or other  debt
(including all accrued interest) owed by the relevant entity to any person other
than to  Myriad  or any of its  Affiliates  (each a  "Third  Person")  as at the
Completion Date (excluding capitalised  programming costs) less cash on hand and
any  allocated  or blocked  funds that secure the  repayment  of any debt or any
other obligations or liabilities.  In addition, any debt owed by Syned SA to any
Third Person is allocated  equally between  MultiChoice and NetMed Hellas and is
deducted from the Agreed Entity Enterprise Value of each entity. This results in
an Equity value for each entity ("ENTITY EQUITY VALUE").


                                       23

<PAGE>


Step 3.

From the  Entity  Equity  value of each  entity,  calculated  in Step 3,  deduct
minority  shareholders  interest  of  each  entity.  The  minority  shareholding
interest is calculated by multiplying the minority  shareholding % by the Equity
value of each entity ("MINORITY SHAREHOLDERS  INTEREST").  The following will be
the Minority Shareholders Interests at the Completion Date:

MultiChoice Hellas        49.0%
NetMed Hellas              4.0%
MultiChoice Cyprus        49.0%

This  results  in the  value  of the  equity  of  each  of  the  above  entities
attributable to NetMed BV ("NETMED BV ATTRIBUTABLE VALUE").

Step 4.

Add  together the NetMed BV  Attributable  values for each of the members of the
NetMed Group  referred to in Step 1 as  calculated in Step 3. This results in an
implied value for NetMed BV before MIH debt ("NETMED BV IMPLIED VALUE")

Step 5.

From NetMed BV Implied  Value,  calculated in Step 4, deduct any amounts owed to
MIH Limited or any of its  Affiliates as at the Completion  Date  (including all
accrued  interest)  ("MIH  Debt").  This results in an Equity value of NetMed BV
("NETMED BV EQUITY VALUE").

Step 6.

To NetMed BV Equity Value,  calculated in Step 5, add US$125m,  being the amount
of MIH Debt  agreed to be  capitalised.  This  results  in the post  capitalised
NetMed BV Value for the Company ("POST CAPITALISED NETMED BV VALUE")

Provided that

If another person  subscribes for shares in the Company before  Completion  then
the price per Share to be paid by such  person  will be  calculated  by dividing
Post  Capitalised  NetMed  BV Value by the  total  number  of  Shares  in issue,
immediately  preceding such subscription.  The value of the Company will then be
equal to the sum of Post Capitalised NetMed BV Value plus the amount invested by
such person ("POST THIRD PERSON NETMED BV VALUE")


                                       24




<PAGE>

SCHEDULE 4: DRAFT ARTICLES OF ASSOCIATION


                                       25


<PAGE>


SCHEDULE 5: PROPOSED AUTHORISED CAPITAL STRUCTURE

Class A Ordinary Shares:  30 000 shares of one Euro each par value
Class B Ordinary Shares:  10 000 shares of ten Euros each par value
Class C Ordinary Shares:  2 000 shares of one Euro each par value
Class D Ordinary Shares:  2 000 shares of one Euro each par value
Class E Ordinary Shares:  2 000 shares of one Euro each par value
Class F Ordinary Shares:  2 000 shares of one Euro each par value
Class G Ordinary Shares:  2 000 shares of one Euro each par value