REGISTRATION RIGHTS AGREEMENT


            THIS REGISTRATION  RIGHTS AGREEMENT (the  "Agreement"),  dated as of
July 21, 2005 by and among Euroweb  International  Corp., a Delaware corporation
(the "Company"), and the person whose name appear on the signature page attached
hereto (the "Holder").

            WHEREAS,  pursuant to a Sale and Purchase  Agreement  dated July 21,
2005 (the  "Securities  Purchase  Agreement")  between  the  Company and Euroweb
Internet  Szolgaltato  Rt on one hand,  and the Holder and Marivaux  Investments
Limited  (the  "Vendor") on the other hand,  the Company is acquiring  shares in
Navigator  Informatika  Uzleti  Szolgaltato  es  Kereskedelmi   Reszvenytarsasag
("Navigator") from the Holder in consideration for 441,566 shares (the "Shares")
of common stock of the Company to be issued to the Holder;

            WHEREAS,  pursuant to the terms of and in order to induce the Holder
to enter into the Securities Purchase Agreement, the Company and the Holder have
agreed to enter into this Agreement; and

            WHEREAS,  it is  intended  by the  Company  and the Holder that this
Agreement shall become effective  immediately upon the acquisition by the Holder
of the Shares;

            NOW,  THEREFORE,  in  consideration  of the  premises and the mutual
covenants contained herein, the Company hereby agrees as follows:

            1. Registration Rights.

                  a. Piggyback Registration. If the Company at any time proposes
to register any of its  securities  under the Securities Act of 1933, as amended
(the "1933 Act") (other than pursuant to a registration  statement filed on Form
S-8 or other  comparable  form)  ("Company  Registration"),  the  Company  shall
include in such  registration  statement the Shares (the Shares are  hereinafter
referred to collectively as the "Registrable  Securities").  Provided,  however,
that if, at any time after giving such written notice of the Company's intention
to  register  any of the  Holder's  Registerable  Securities  and  prior  to the
effective  date of the  registration  statement  filed in  connection  with such
registration,  the Company shall  determine for any reason not to register or to
delay the Company  Registration,  the Company  may give  written  notice of such
determination  to the Holder and thereupon  shall be relieved of its  obligation
under this  Section  1(a) to  register  any  Registerable  Securities  issued or
issuable in connection  with such  registration  (but not from its obligation to
pay   registration   expenses  in  connection   therewith  or  to  register  the
Registerable  Securities  in a  subsequent  registration);  and in the case of a
determination  to delay a  registration  shall  thereupon  be permitted to delay
registering  any  Registerable  Securities  for the same  period as the delay in
respect of securities being registered for the Company's own account.


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                  b. Required Filing.  The Company shall prepare and file within
75 days from the date of Closing (the "Filing  Date") a  registration  statement
(the "Resale  Registration  Statement")  covering the resale of the Shares.  The
Company shall cause the Resale  Registration  Statement to be declared effective
by the Securities and Exchange  Commission ("SEC") as soon as possible following
the Filing Date but in no event later than 150 days following the Filing Date.

                  c.  Timing.  If (i) the Resale  Registration  Statement is not
filed by the Filing Date; (ii) the Resale Registration Statement is not declared
effective  within 150 days of the Filing  Date for reasons  attributable  to the
Company; or (iii) the Holder is unable to utilize a Registration Statement for a
period of time in excess of 30 calendar  days at any time  following the date as
of which the SEC initially declared such registration  statement  effective (the
"Effective Date") for reasons attributable to the Company (each of (i), (ii) and
(iii) a  "Failure"),  then the Company will make  payments to the Holder in such
amounts and at such times as shall be  determined  pursuant to this Section 1(c)
as full  relief for the damages to the  Holder.  The  Company  shall pay to each
Holder an amount equal to the value (the  "Value") of the  Transferable  Euroweb
Shares, as defined in Article II of the Securities Purchase Agreement multiplied
by the  Applicable  Percentage  (as  defined  below)  times the number of months
(prorated  for  partial  months)  during  which a  Failure  has  occurred  or is
continuing, provided, however, that there shall be excluded from such period any
delays which are solely  attributable  to changes  required by the Holder in the
Registration  Statement with respect to information relating to the Holders. The
term "Applicable  Percentage"  means one hundredth  (.01).  For example,  if the
Registration Statement is filed one (1) month after the Filing Date, the Company
would pay $30,000 if the Value is equal to $3,000,000.

            2. Cooperation with Company.  Holder will cooperate with the Company
in all respects in connection with this Agreement,  including,  timely supplying
all information  reasonably requested by the Company and executing and returning
all documents  reasonably requested in connection with the registration and sale
of the Registerable Securities.

            3. Registration Procedures.  If and whenever the Company is required
by any of the provisions of this Agreement to effect the  registration of any of
the  Registerable  Securities  under the 1933 Act, the Company  shall (except as
otherwise provided in this Agreement), as expeditiously as possible:

                  a. prepare and file with the SEC a registration  statement and
cause such registration statement to become effective and remain effective until
all the  Registerable  Securities  are sold or become  capable of being publicly
sold without registration under the 1933 Act.

                  b.  prepare  and  file  with  the  SEC  such   amendments  and
supplements to such registration statement and the prospectus used in connection
therewith as may be necessary to keep such registration  statement effective and
to comply with the  provisions of the 1933 Act with respect to the sale or other
disposition of all securities  covered by such registration  statement  whenever
the Holder  shall  desire to sell or  otherwise  dispose of the same  (including
prospectus supplements with respect to the sales of securities from time to time
in connection with a registration statement pursuant to Rule 415 of the SEC);


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                  c.  furnish to the Holder such  numbers of copies of a summary
prospectus  or other  prospectus,  including  a  preliminary  prospectus  or any
amendment or supplement to any prospectus,  in conformity with the  requirements
of the 1933 Act, and such other documents, as such Holder may reasonably request
in order to facilitate  the public sale or other  disposition  of the securities
owned by such Holder;

                  d.  register  and  qualify  the  securities  covered  by  such
registration  statement  under  such other  securities  or blue sky laws of such
jurisdictions as each Holder shall reasonably request,  and do any and all other
acts and things  which may be  necessary  or  advisable to enable such Holder to
consummate  the public sale or other  disposition  in such  jurisdiction  of the
securities owned by such Holder,  except that the Company shall not for any such
purpose be required to qualify to do  business as a foreign  corporation  in any
jurisdiction  wherein it is not so  qualified  or to file  therein  any  general
consent to service of process;

                  e. list such  securities on any  securities  exchange on which
any securities of the Company is then listed,  if the listing of such securities
is then permitted under the rules of such exchange;

                  f.  enter  into  and   perform   its   obligations   under  an
underwriting  agreement,  if the offering is an underwritten  offering, in usual
and  customary  form,  with the managing  underwriter  or  underwriters  of such
underwritten offering;

                  g. as soon as practicable  after becoming aware of such event,
notify the Holder at any time when a prospectus relating thereto covered by such
registration  statement is required to be  delivered  under the 1933 Act, of the
happening  of any  event of  which it has  knowledge  as a result  of which  the
prospectus included in such registration  statement, as then in effect, includes
an  untrue  statement  of a  material  fact or omits to  state a  material  fact
required to be stated  therein or necessary to make the  statements  therein not
misleading in the light of the circumstances  then existing and promptly (within
5 days)  prepare a  supplement  or amendment  to the  registration  statement to
correct  such untrue  statement or omission and deliver such number of copies of
such supplement or amendment to the Holder as the Holder may reasonably request;

                  h.  furnish,  at the  request  of the  Holder on the date such
Registerable  Securities are delivered to the  underwriters for sale pursuant to
such registration or, if such Registerable Securities are not being sold through
underwriters,  on the date  the  registration  statement  with  respect  to such
Registerable  Securities becomes effective,  (i) an opinion, dated such date, of
the counsel  representing  the  Company  for the  purpose of such  registration,
addressed to the  underwriters,  if any, and to the Holder,  covering such legal
matters  with  respect to the  registration  in respect of which such opinion is
being given as the Holder of such Registerable Securities may reasonably request
and are  customarily  included  in such an  opinion  and  (ii)  letters,  dated,
respectively,  (1) the effective date of the registration  statement and (2) the
date such Registerable Securities are delivered to the underwriters, if any, for
sale pursuant to such registration  from a firm of independent  certified public
accountants  of recognized  standing  selected by the Company,  addressed to the
underwriters,  if any, and to the Holder,  covering such financial,  statistical
and accounting matters with respect to the registration in respect of which such
letters  are being  given as the  Holder  of such  Registerable  Securities  may
reasonably request and are customarily included in such letters; and


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                  i. prevent the issuance of a stop order or other suspension of
effectiveness  of a Registration  Statement,  and, if such order, is issued,  to
obtain the withdrawal of such order at the earliest practicable time.

            4. Restrictions on Transfer of Registerable  Securities.  The Holder
hereby agrees that from the Closing Date to and including a date eighteen months
thereafter (the "Lock-Up Period"),  the Holder will not sell, pledge,  transfer,
hypothecate or otherwise dispose of any capital stock of the Company, any rights
to acquire  capital  stock of the Company or any capital  stock which the Holder
has a right to acquire;  provided,  however, (i) the Holder will be permitted to
sell up to 150,000  shares of common stock of the Company each month  commencing
on the Effective Date of the Resale  Registration  Statement  during the Lock-Up
Period;  (ii) the Holder will be permitted to sell its shares in connection with
an offer made to all stockholders of the Company or any merger, consolidation or
similar  transaction  involving  the  Purchaser,  and (iii) the  Holder  will be
permitted to sell Shares with the prior written consent of the Company.

            5.  Expenses.  All  expenses  incurred  in any  registration  of the
Holder's  Registerable  Securities  under  this  Agreement  shall be paid by the
Company,   including,   without   limitation,   printing   expenses,   fees  and
disbursements  of counsel for the  Company,  expenses of any audits to which the
Company  shall agree or which  shall be  necessary  to comply with  governmental
requirements  in connection with any such  registration,  all  registration  and
filing fees for the Holder's  Registerable  Securities  under  federal and State
securities  laws, and expenses of complying with the securities or blue sky laws
of any jurisdictions pursuant to Section 3(h)(i); provided, however, the Company
shall not be liable for (a) any discounts or commissions to any underwriter; (b)
any stock transfer taxes incurred with respect to  Registerable  Securities sold
in the Offering or (c) the fees and expenses of counsel for any Holder, provided
that the Company  will pay the costs and  expenses of Company  counsel  when the
Company's counsel is representing any or all selling security holders.

            6.  Indemnification.  In the event any  Registerable  Securities are
included in a registration statement pursuant to this Agreement:

                  a.  Company   Indemnity.   Without  limitation  of  any  other
indemnity  provided  to the Holder,  either in  connection  with the  Securities
Purchase  Agreement or  otherwise,  to the extent  permitted by law, the Company
shall  indemnify  and  hold  harmless  the  Holder,  the  affiliates,  officers,
directors,  employees,  agents, counsel,  representatives,  and partners of each
Holder,  any underwriter (as defined in the 1933 Act) for such Holder,  and each
person,  if any, who controls such Holder or underwriter  (within the meaning of
the  1933 Act or the  Securities  Exchange  Act of 1934  (the  "Exchange  Act"),
against any losses, claims, damages,  liabilities (joint or several) or expenses
to which they may become  subject  under the 1933 Act, the Exchange Act or other
federal or state law, insofar as such losses, claims, damages or liabilities (or
actions in respect  thereof) arise out of or are based upon any of the following
statements,  omissions  or  violations  (collectively  a  "Violation"):  (i) any


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<PAGE>

alleged  untrue  statement  of a  material  fact  contained  in  a  Registration
Statement  including any preliminary  prospectus or final  prospectus  contained
therein or any amendments or supplements  thereto,  (ii) the alleged omission to
state  therein a material fact  required to be stated  therein,  or necessary to
make the  statements  therein not  misleading,  (iii) any  violation  or alleged
violation by the Company of the 1933 Act,  the  Exchange  Act, or (iv) any state
securities  law or any rule or  regulation  promulgated  under the 1933 Act, the
Exchange Act or any state  securities  law, and the Company shall reimburse each
such  Holder,   affiliate,   officer,   director,   employee,   agent,  counsel,
representative  or partner,  underwriter or controlling  person for any legal or
other expenses  incurred by them in connection with  investigating  or defending
any such loss, claim, damage, liability or action;  provided,  however, that the
Company  shall not be liable to any  Holder in any such case for any such  loss,
claim,  damage,  liability  or action to the extent  that it arises out of or is
based upon a violation  which occurs  solely in reliance  upon and in conformity
with written  information  furnished  expressly for use in connection  with such
registration  by any such Holder or any other  officer,  director or controlling
person thereof.

                  b.  Holder  Indemnity.  The Holder  shall  indemnify  and hold
harmless the Company,  its  affiliates,  its counsel,  officers,  directors  and
representatives,  any  underwriter (as defined in the 1933 Act) and each person,
if any, who controls the Company or the  underwriter  (within the meaning of the
1933 Act)  against  liabilities  (joint or  several)  to which  they may  become
subject  under the 1933 Act,  the  Exchange  Act or any  state  securities  law,
insofar as based upon such losses,  claims,  damages or liabilities  (or actions
and respect  thereof)  arise out of or are solely based upon any  statements  or
information  provided  by such  Holder  to the  Company  expressly  for use in a
Registration Statement relating to the offer or sale of Registerable  Securities
and the Holder shall reimburse the Company or such affiliate,  counsel, officer,
director, representative or underwriter for any legal or other expenses incurred
by them in connection  with  investigating  or defending  any such loss,  claim,
damage,  liability or action  provided  that a Holder shall be liable under this
Section 6(b) for only that amount as shall not exceed the net proceeds  actually
received  by such  Holder  as a  result  of the sale of  Registrable  Securities
pursuant to such Registration Statement.

                  c.  Notice;  Right to  Defend.  Promptly  after  receipt by an
indemnified  party  under this  Section 6 of notice of the  commencement  of any
action (including any governmental  action),  such indemnified party shall, if a
claim in respect thereof is to be made against any indemnifying party under this
Section 8 deliver to the indemnifying party a written notice of the commencement
thereof and the indemnifying party shall have the right to participate in and if
the  indemnifying  party agrees in writing that it will be  responsible  for any
costs, expenses, judgments, damages and losses incurred by the indemnified party
with respect to such claim,  jointly with any other indemnifying party similarly
noticed, to assume the defense thereof with counsel mutually satisfactory to the
parties;  provided,  however,  that an indemnified party shall have the right to
retain  its  own  counsel,  with  the  fees  and  expenses  to be  paid  by  the
indemnifying   party,  if  the  indemnified   party  reasonably   believes  that
representation  of  such  indemnified  party  by  the  counsel  retained  by the
indemnifying  party would be inappropriate due to actual or potential  differing
interests between such indemnified party and any other party represented by such
counsel  in such  proceeding.  The  failure  to  deliver  written  notice to the
indemnifying  party within a  reasonable  time of the  commencement  of any such
action shall relieve such indemnifying party of any liability to the indemnified


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<PAGE>

party  under  this  Agreement  only if and to the  extent  that such  failure is
prejudicial to its ability to defend such action, and the omission so to deliver
written  notice to the  indemnifying  party will not relieve it of any liability
that it may have to any indemnified party otherwise than under this Agreement.

                  d. Contribution.  If the indemnification  provided for in this
Agreement is held by a court of competent  jurisdiction  to be unavailable to an
indemnified party with respect to any loss, liability,  claim, damage or expense
referred to therein,  then the indemnifying  party, in lieu of indemnifying such
indemnified party thereunder,  shall contribute to the amount paid or payable by
such indemnified  party as a result of such loss,  liability,  claim,  damage or
expense in such  proportion as is  appropriate  to reflect the relative fault of
the indemnifying party on the one hand and the relative fault of the indemnified
party on the other hand in connection  with the  statements  or omissions  which
resulted in such loss, liability,  claim, damage or expense as well as any other
relevant equitable considerations.  The relative fault of the indemnifying party
and the  indemnified  party shall be  determined  by  reference  to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission  to state a  material  fact  relates  to  information  supplied  by the
indemnifying party or by the indemnified party and the parties' relative intent,
knowledge,  access to  information  and  opportunity  to correct or prevent such
statement  or omission.  Notwithstanding  the  foregoing,  the amount any Holder
shall be obligated to contribute  pursuant to the Agreement  shall be limited to
an  amount  equal  to the  net  proceeds  to  such  Holder  of the  Registerable
Securities sold pursuant to the Registration  Statement which gives rise to such
obligation  to contribute  (less the  aggregate  amount of any damages which the
Holder has  otherwise  been  required  to pay in  respect  of such loss,  claim,
damage,  liability or action or any substantially  similar loss, claim,  damage,
liability or action arising from the sale of such Registerable Securities).

                  e. Survival of Indemnity. The indemnification provided by this
Agreement shall be a continuing right to  indemnification  and shall survive the
registration and sale of any  Registerable  Securities by any person entitled to
indemnification hereunder and the expiration or termination of this Agreement.

      7. Remedies.

                  a. Time is of Essence.  The Company agrees that time is of the
essence of each of the  covenants  contained  herein and that, in the event of a
dispute hereunder, this Agreement is to be interpreted and construed in a manner
that will enable the Holders to sell its  Registerable  Securities as quickly as
possible  after the Holder has  indicated  to the  Company  that it desires  its
Registerable  Securities to be registered.  Any delay on the part of the Company
not expressly permitted under this Agreement,  whether material or not, shall be
deemed a material breach of this Agreement.

                  b.  Remedies Upon Default or Delay.  The Company  acknowledges
the breach of any part of this  Agreement may cause  irreparable  harm to Holder
and that monetary damages alone may be inadequate.  The Company therefore agrees
that the Holdersshall be entitled to injunctive  relief or such other applicable
remedy as a court of  competent  jurisdiction  may  provide.  Nothing  contained
herein  will be  construed  to limit a Holder's  right to any  remedies  at law,
including recovery of damages for breach of any part of this Agreement.


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      8. Notices.

                  a. All communications under this Agreement shall be in writing
and shall be mailed by first class mail,  postage  prepaid,  or  telegraphed  or
telexed  with  confirmation  of receipt  or  delivered  by hand or by  overnight
delivery service,

                  b.    If to the Company, at:

                        Euroweb International Corp.
                        c/o Sichenzia Ross Friedman Ference LLP
                        1065 Avenue of the Americas, 21st Floor
                        New York, New York 10018
                        Fax: 212-930-9725
                        Attention: Gregory Sichenzia, Esq.

                  or at such other  address  as it may have  furnished
in  writing  to the  Holders of  Registerable  Securities  at the time
outstanding, or

                  c.    if to the Holder, at:

                        Graeton Holdings Limited
                        256 Makarios Avenue, Eftapaton Court,
                        CY3105 Limassol, Cyprus; Inc.no. 160814

                  d. Any  notice so  addressed,  when  mailed by  registered  or
certified  mail shall be deemed to be given  three  days  after so mailed,  when
telegraphed  or telexed  shall be deemed to be given when  transmitted,  or when
delivered by hand or overnight shall be deemed to be given when delivered.

            9. Successors and Assigns.  Except as otherwise  expressly  provided
herein,  this  Agreement  shall inure to the benefit of and be binding  upon the
successors and permitted assigns of the Company and the Holders.

            10.  Amendment and Waiver.  This  Agreement may be amended,  and the
observance  of any term of this  Agreement  may be  waived,  but  only  with the
written consent of the Company and the Holder;  provided,  however, that no such
amendment  or waiver  shall  take away any  registration  right of the Holder of
Registerable Securities or reduce the amount of reimbursable costs to any Holder
of Registerable Securities in connection with any registration hereunder without
the consent of the Holder;  further provided,  however, that without the consent
of the Holder of Registerable Securities, the Holder may from time to time enter
into one or more  agreements  amending,  modifying or waiving the  provisions of
this  Agreement if such action does not adversely  affect the rights or interest
of the Holder of Registerable  Securities.  No delay on the part of any party in
the exercise of any right,  power or remedy shall  operate as a waiver  thereof,
nor shall any single or  partial  exercise  by any party of any right,  power or
remedy preclude any other or further  exercise  thereof,  or the exercise of any
other right, power or remedy.


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            11. Counterparts.  One or more counterparts of this Agreement may be
signed  by the  parties,  each of which  shall be an  original  but all of which
together shall constitute one and same instrument.

            12.  Governing Law. This Agreement  shall be construed in accordance
with and governed by the internal laws of the State of New York,  without giving
effect to conflicts of law principles.

            13. Invalidity of Provisions.  If any provision of this Agreement is
or becomes  invalid,  illegal or  unenforceable  in any respect,  the  validity,
legality and enforceability of the remaining  provisions  contained herein shall
not be affected thereby.

            14. Headings.  The headings in this Agreement are for convenience of
reference  only and  shall  not be deemed  to alter or  affect  the  meaning  or
interpretation of any provisions hereof.

                  IN  WITNESS   WHEREOF,   the  undersigned  has  executed  this
Agreement as of the date first written above.


HOLDER                                    COMPANY

GRAETON HOLDINGS LIMITED                  EUROWEB INTERNATIONAL CORP.

By:                                       By:
   ----------------------------              ----------------------------
Name: Ferenc Ferber                          Name: Csaba Toro
Title: attorney-in-fact                      Title: Chief
Executive Officer


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