AMENDMENT NO. 1 TO THE SHARE PURCHASE AGREEMENT

THIS AMENDMENT NO. 1 TO THE SHARE PURCHASE  AGREEMENT (the  "Amendment") is made
as of the 29th day of December, 2005

AMONG:

            AMERICAN  UNITED  GLOBAL,  INC.,  a  corporation  formed
            pursuant to the laws of the State of Delaware and having
            an office for  business  located at 108 Village  Square,
            #327 Somers, New York 10589

            ("AUGI")

AND:

            KRAFT  RT.,  a company  formed  pursuant  to the laws of
            Hungary  and  having an office for  business  located at
            Konkoly Thege u. 29-33 Budapest H-1121

            ("Kraft")

AND:

            The shareholders of Kraft, each of whom are set forth on
            the signature page of this Agreement

            (the "Kraft Shareholders")

WHEREAS:

A.    The Kraft  Shareholders own 4,425 registered  ordinary shares,  HUF 10,000
par value  each of Kraft,  constituting  HUF  50,000,000  registered  capital of
Kraft, being 100% of the presently issued and outstanding Kraft Shares;

B.    AUGI is a  reporting  company  whose  common  stock is  quoted on the Pink
Sheets;

C.    AUGI,  Kraft and the Kraft  Shareholders  have  entered  into that certain
Share Purchase Agreement dated August 9, 2005 (the "Purchase Agreement"); and

D.    AUGI,  Kraft and the Kraft  Shareholders  have  agreed to enter  into this
Amendment.

NOW THEREFORE THIS AGREEMENT  WITNESSETH THAT in  consideration  of the premises
and the mutual covenants,  agreements,  representations and warranties contained
herein, and other good and valuable  consideration,  the receipt and sufficiency
of which is hereby acknowledged, the parties hereto hereby agree as follows:

1.    Section 1.1(t) is hereby amended and restated to read as follows:

      "(h) "Closing Date" means the day on which all conditions precedent to the
      completion of the transaction as  contemplated  hereby have been satisfied
      or waived, but in any event no later than January 30, 2005;"


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                                      -2-

2.    Section 7.6 is hereby amended and restated to read as follows:

      "7.6  Notwithstanding any provision herein to the contrary, if the Closing
      does not occur on or before  January  30, 2005 (the  "Termination  Date"),
      this Agreement will be at an end and will have no further force or effect,
      unless otherwise agreed upon by the parties in writing."

3.    The Amendment  shall be construed and  interpreted in accordance  with the
laws of the State of New York  without  giving  effect to the  conflict  of laws
rules thereof or the actual domiciles of the parties.

4.    Except as amended hereby,  the terms and provisions of the Agreement shall
remain in full force and effect,  and the Agreement is in all respects  ratified
and  confirmed.  On and after the date of the  Amendment,  each reference in the
Agreement   to  the   "Agreement",   "hereinafter",   "herein",   "hereinafter",
"hereunder",  "hereof", or words of like import shall mean and be a reference to
the Agreement as amended by the Amendment.

5.    The Amendment may be executed in one or more  counterparts,  each of which
shall be deemed an original and all of which taken together  shall  constitute a
single amendment.


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                                      -3-

            IN WITNESS  WHEREOF the parties have executed this  Amendment No. to
the  Share  Purchase  Agreement  effective  as of the day and year  first  above
written.

AMERICAN UNITED GLOBAL, INC.


By: /s/ Robert Rubin, CEO
    ------------------------
    Robert Rubin, CEO


KRAFT RT.


By: /s/ Zoltan Kiss
    ------------------------
    Zoltan Kiss, Director


SHAREHOLDERS OF KRAFT RT.


/s/ Dr. Laszlo Farkas                   /s/ Gabriella Maria Kiss
-----------------------                 -------------------------
Dr. Laszlo Farkas (425 Kraft Shares)    Gabriella Maria Kiss (750 Kraft Shares)


/s/ Anna Noemi Szabo                    /s/ Janka Krisztina Szabo
-----------------------                 -------------------------
Anna Noemi Szabo (250 Kraft Shares)     Janka Krisztina Szabo (250 Kraft Shares)


/s/ Zoltan J. Kiss                      /s/ Nagyezsda Kiss
-----------------------                 -------------------------
Zoltan J. Kiss (1,850 Kraft Shares)     Nagyezsda Kiss (150 Kraft Shares)


/s/ Joseph Gregory Kiss
-----------------------
Joseph Gregory Kiss (750 Kraft Shares)