Dated 21 July 2005



                           SALE AND PURCHASE AGREEMENT



                                      among


      (1)   MARIVAUX INVESTMENTS LIMITED

      (2)   GRAETON HOLDINGS LIMITED

      AS VENDORS and

      (3)   EUROWEB INTERNET SZOLGALTATO RESZVENYTARSASAG

      (4)   EUROWEB INTERNATIONAL CORPORATION

      AS PURCHASERS

                                  relating to



                   NAVIGATOR INFORMATIKA UZLETI SZOLGALTATO ES
                          KERESKEDELMI RESZVENYTARSASAG


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<PAGE>

This SALE AND PURCHASE AGREEMENT dated as of 21 July is concluded by and among

1. MARIVAUX INVESTMENTS LIMITED (registered seat: 256 Makarios Avenue, Eftapaton
Court, CY3105 Limassol, Cyprus; Inc.no. 160815) ("Vendor 1");

2. GRAETON HOLDINGS  LIMITED  (registered  seat: 256 Makarios Avenue,  Eftapaton
Court, CY3105 Limassol, Cyprus; Inc.no. 160814) ("Vendor 2");

3.  EUROWEB  INTERNET  SZOLGALTATO   RESZVENYTARSASAG   (registered  seat:  1138
Budapest,  Vaci  ut  141.,  Hungary;   registration  number:  Cg.  01-10-044965)
("Purchasers 1"); and

4. EUROWEB  INTERNATIONAL CORP. (business address:  1065 Avenue of the Americas,
21st Floor, New York, NY 10018, USA; IRS NUMBER: 133696015) ("Purchasers 2")

Vendor  1 and  Vendor  2 will be  referred  to  collectively  as  "Vendors"  and
individually each as "Vendor, and Purchasers 1 and Purchasers 2 will be referred
to collectively as "Purchasers" and individually each as "Purchasers"; while the
Vendors and the Purchasers will be referred to collectively as the "Parties" and
individually each as a "Party".


RECITALS

A.    WHEREAS,   Navigator   Informatika   Uzleti  Szolgaltato  es  Kereskedelmi
      Reszvenytarsasag  (registered seat:  H-1097 Budapest,  Konyves Kalman krt.
      5/b., Hungary.;  registration number: Cg. 01-10-044621) (the "Company") is
      engaged in the provision of business IT services.

B.    WHEREAS,  the Vendors are the owners of the 100% of the registered  shares
      of the Company.

C.    WHEREAS,   the  Company  and   Commerzbank   (Budapest)   Reszvenytarsasag
      (registered seat: 1054 Budapest,  Szechenyi rkp.8.;  registration  number:
      01-10-042115)  ("Commerzbank") concluded a loan agreement for the value of
      HUF  201.250.000  (two  hundred  and one  million  two  hundred  and fifty
      thousand  Hungarian  forints) on 6 April 2005 (contract number:  2005/036)
      (the "Loan  Agreement").  Each of the Vendors  concluded  a  share-deposit
      agreement,  respectively,  with  Commerzbank on 15 July 2005 in connection
      with the Loan Agreement (the "Share Deposit  Agreement"),  on the basis of
      which the Sale Shares (as defined below) are deposited with Commerzbank.

D.    WHEREAS,  the Purchasers  intend to buy, in accordance with the conditions
      set forth in this Agreement, all the shares in the Company at Closing. The
      Vendors  intend  to  sell  100%  of  the  shares  in  the  Company  to the
      Purchasers.


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<PAGE>

NOW IT IS HEREBY AGREED as follows:


ARTICLE I: DEFINITIONS; INTERPRETATION

      1.1 Definitions  Wherever used in this Agreement or the Schedules  hereto,
unless  the  context  otherwise  requires,  the  following  shall  apply  to the
following terms, respectively, when said terms are used with an upper-case first
letter.

      "2004 Accounts" means the financial statements of the Company prepared for
the period ended  December  31, 2004,  together  with the  unqualified  auditors
report thereon;

      "Accounts" means the 2004 Accounts, the financial statement of the Company
reflecting the Company's  business  position as of the accounting  date thereof,
prepared for the period ended December 31, 2003,  together with the  unqualified
auditors report thereon, and the Interim Account;

      "Affiliates"  means  two or  more  companies,  one of  which  directly  or
indirectly  owns at least 50% (fifty  percent) of the share capital of the other
company,  or which are both  owned  directly  or  indirectly  as to at least 50%
(fifty percent) of their share capital by a third company.

      "Agreed Encumbrances" means the deposit (ovadek) on the basis of the Share
Deposit Agreement granted by the Vendors to Commerzbank over their  shareholding
interests in the Company in connection  with the Company  entering into the Loan
Agreement.

      "Agreement"  means  this Sale and  Purchase  Agreement  and all  schedules
attached hereto, as the same may be amended or modified from time to time.

      "Articles" means the Articles of Association of the Company as at the date
hereof.

      "Business  Day"  means a day  other  than a  Saturday  or Sunday or public
holiday in Hungary.

      "Closing"  shall mean the occasion on which the Purchasers and the Vendors
perform  their  respective  obligations  subject  to  Article  V  hereof  and as
contemplated by Section III hereof.

      "Closing Date" means the date upon which the Closing occurs.

      "Commerzbank" means Commerzbank  (Budapest)  Reszvenytarsasag  (registered
office:   1054  Budapest,   Szechenyi   rkp.  8.;   registration   number:   Cg.
01-10-042115).

      "Company" shall have the meaning as defined in Recital A hereof.

      "Consideration  for the Sale Shares" means the consideration to be paid by
the Purchasers to the Vendors as  consideration  for the sale of the Sale Shares
as set out in Section 2.1.


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<PAGE>

      "Controlling  Influence"  means that the  controlling  entity  directly or
indirectly owns more than 50% of the share capital of the controlled  company or
is  entitled  to  appoint  more  than 50% of the  management  of the  controlled
company.

      "Data Room" means the room at the  Company's  principal  place of business
that contained certain  information and documents in connection with the Company
reviewed by the Purchasers.

      "EuroWeb  Shares"  shall mean  outstanding  and  issued  shares in EuroWeb
International  Corp.  of common  stock par value USD 0,001  each,  and  "EuroWeb
Share" means any one of the EuroWeb Shares.

      "Financial  Information" means the financial  information  provided to the
Purchasers, as set out in Schedule 5 hereto;

      "Interim Account" means the unaudited  financial  statement of the Company
for the five months period ended May 31, 2005; attached hereto as Schedule 4;

      "Loan Agreement" shall have the meaning as defined in Recital C.

      "Material  Condition" means a condition precedent or condition  subsequent
or obligation  established by the Competition  Office in accordance with Section
30 (3) of the Act LVII of 1996 on unfair market practices and the prohibition of
market  restrictions,  established by the Competition Office,  which if complied
with by the  Purchasers  would have an obvious  material  adverse  effect on the
operation of each or the combined  operations of the Company and the Purchasers,
e.g.  which  requires  the  Purchasers  to sell certain  assets or  shareholding
interests in companies or terminate  important  supply or customer  contracts in
connection with the transaction contemplated by this Agreement.

      "Party" or  "Parties"  shall mean,  collectively  the  Purchasers  and the
Vendors, and individually any one of them.

      "Reference Price" means USD 3.397 / 1 Transferable EuroWeb Share.

      "Sale  Shares"  shall mean all the Share1  package and the Share2  package
being  purchased by the Purchasers  from the Vendors  pursuant to this Agreement
and being all the issued registered capital of the Company.

      "Share 1 package"  shall mean 10.625 pieces  registered  ordinary  shares,
each having a nominal  value of HUF 10.000  (ten  thousand  Hungarian  forints),
representing 85% (eighty-five per cent) of the issued registered  capital of the
Company, owned by Vendor 1, having the serial numbers 000001-010625,  being sold
to Purchaser 1;

      "Share 2 package" shall mean 1.875 pieces registered ordinary shares, each
having  a  nominal  value  of  HUF  10.000  (ten  thousand  Hungarian  forints),
representing  15%  (fifteen  per cent) of the issued  registered  capital of the
Company,  owned by Vendor 2, having the serial numbers  010626-012500 being sold
to Purchaser 2;

      "Subsidiaries"  shall  mean  Navigator   Informatika  Kft.  and  Navigator
Engineering Kft;


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<PAGE>

      "Transferable EuroWeb Shares" shall mean the EuroWeb Shares comprising the
Consideration 2.

      "Wallis  Rt"  shall  mean  Wallis  Befektetesi,   Gazdasagi  Tanacsado  es
Vagyonkezelo  Rt (registered  seat:  1138 Budapest,  Vaci ut 141.;  registration
number:
01-10-041766);

      1.2 Singular/Plural; References In this Agreement:

      (a) unless the context  otherwise  requires,  words  denoting the singular
include the plural and vice versa, and words denoting persons include natural or
juridical persons, corporations, partnerships and legal entities;

      (b) the terms "hereof",  "hereto" and "hereunder" and similar  expressions
mean and refer to this Agreement; and any particular Article, Section, Clause or
Paragraph  of this  Agreement  followed  by a number  means  and  refers  to the
specified Article, Section, Clause or Paragraph of this Agreement.

ARTICLE II: THE TRANSACTION

      2.1  Purchase  and Sale of the  Sale  Shares.  Subject  to the  terms  and
conditions  of this  Agreement,  Vendor 1 hereby  agrees to sell,  transfer  and
deliver the Share 1 package to the  Purchaser  1, and the  Purchaser 1 agrees to
purchase  the Share 1 package at the Closing;  while  Vendor 2 hereby  agrees to
sell,  transfer  and  deliver  the Share 2 package to the  Purchaser  2, and the
Purchaser  2  agrees  to  purchase  the  Share  2  package  at the  Closing.  In
consideration  of the sale,  transfer  and  delivery  of the Sale  Shares by the
Vendors,  the Purchasers shall pay the  Consideration for the Sale Shares to the
Vendors as set out below:

            2.1.1  Purchaser 1 shall pay to Vendor 1 for the Share 1 package USD
            8.500.000   (eight  million  five  hundred  thousand  United  States
            dollars) ("Consideration 1" ), as follows:

                   2.1.1.1 USD 150.000  (one hundred and fifty  thousand  United
                        States  dollars)  upon signing this  Agreement;  by wire
                        transfer  of  immediately  available  funds  to the bank
                        account of Vendor 1 held at Bank of Cyprus International
                        Business Unit (121,  Georgiou Griva Digheni Avenue, P.O.
                        Box 50215,  CY-3699 Limassol,  Cyprus) under account no.
                        0385-40-06-129182,  as a down payment  ("foglalo").  The
                        Parties  declare  that  they  are  fully  aware  of  the
                        instrument and the legal  consequences of a down payment
                        ("foglalo").

                  2.1.1.2 USD  8.350.000  (eight  million  three  hundred  fifty
                        thousand United States dollars)("Remaining Consideration
                        1" ) in  cash by wire  transfer,  as set out in  Section
                        3.2.1 below, at Closing; and


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<PAGE>

            2.1.2  Purchaser 2 shall pay 1.500.000 USD (one million five hundred
            thousand  United States dollars) to Vendor 2 for the Share 2 package
            ("Consideration 2"). The Parties agree that Consideration 2 shall be
            paid at Closing in  Transferable  EuroWeb  shares,  as calculated in
            accordance with Section 2.2.

The Consideration for the Sale Shares consists of two elements:  Consideration 1
payable in cash, and Consideration 2 payable in Transferable EuroWeb Shares.

The Parties acknowledge that the Sale Shares are issued for the previous company
name  of  the  Company   (AM-IT   Informatikai   Szolgaltato   es   Kereskedelmi
Reszvenytarsasag).

      2.2 Calculation of the number of Transferable  EuroWeb Shares.  The number
of Transferable EuroWeb Shares shall be calculated based on the Reference Price;
i.e.  the  Consideration  2 shall be equal to  441,566  pieces  of  Transferable
EuroWeb Shares.


ARTICLE III: CLOSING

      3.1 Closing  Date,  Place of the  Closing The Closing  shall take place in
Budapest, Hungary at the offices of Martonyi es Kajtar Baker & McKenzie 5 (five)
business  days  after all of the  conditions  precedent  (set out in  Article V.
hereof) have been  satisfied,  or on such other date as the Parties may mutually
agree.

      3.2 Closing Matters Subject to the terms and conditions of this Agreement:

      3.2.1  at the  Closing,  the  Purchaser  1 shall  pay to the  Vendor 1 the
Remaining  Consideration  1 in full by wire  transfer of  immediately  available
funds to the bank  account  of  Vendor  1 held at Bank of  Cyprus  International
Business Unit (121,  Georgiou  Griva  Digheni  Avenue,  P.O. Box 50215,  CY-3699
Limassol, Cyprus) under account no. 0385-40-06-129182

      provided that not later than 3 (three) Business Days preceding the Closing
Date  Vendor 1 shall be  entitled  to  designate  alternative  accounts  for the
Remaining  Consideration  1. The  payment by the  Purchaser  1 of the  Remaining
Consideration  1 to such account  shall be deemed an effective  discharge of the
requirement  to pay such  sum if and when the  relevant  sums  shall  have  been
received for the credit of each of such account;

      3.2.2 at the Closing,  the Purchaser 2 shall  deliver  stock  certificates
representing the Transferable EuroWeb Shares to the Vendor 2 or to the agents or
brokerage  firms as designated by the Vendor 2 to the Purchaser 2 in writing not
later than 5 (five)  Business Days prior to Closing which  Transferable  EuroWeb
Shares shall be qualified  for trading on the NASDAQ  National  Market System or
SmallCap Market.

      3.2.3 at the Closing, the Vendors shall

      (a) deliver to the Purchasers  such  resignations or recalls of members of
the board of directors and supervisory board, and the auditors of the Company as
the Purchasers shall request;


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<PAGE>

      (b) upon receipt of the Remaining Consideration 1 and Consideration 2

            (i)   obtain the release from Commerzbank of the Share Deposit; and

            (ii)  deliver to the Purchasers the Sale Shares endorsed to blank.

      3.2.4 Closing shall be deemed  occurred and completed  only if any and all
actions listed under 3.2.1-3.2.3 have been completed.

      3.2.5.  Immediately  following the delivery of the Sale Shares pursuant to
Section 3.2.3,  the Purchasers  shall be registered in the share register of the
Company as the owners of the Sale Shares.

ARTICLE IV: ACTIONS PRIOR TO CLOSING

      4.1 Conduct of Business  prior to ClosingIn the period as from the signing
this Agreement until Closing, the following shall apply:

      (a) the Vendors  shall cause the Company to provide  reasonable  notice to
the Purchasers of all significant  transactions  (having a value of at least HUF
10,000,000) in which the Company is involved;

      (b) the Vendors shall cause the Company to operate in the ordinary  course
in all material respects;

      (c) the Vendors shall not cause adverse change to the Company's business;

      (d) the  Parties  agree that the  Vendors  shall cause the Company and the
Subsidiaries  that the dividend  decided on upon approving the 2004 Accounts for
the Company and the  respective  year end accounts of 2004 for the  Subsidiaries
(in total HUF 22.4  million)  shall be paid out prior to the Closing;  and other
than that no payment of dividend shall take place.

      4.4 Further  Actions Subject to the terms and conditions  hereof,  each of
the Parties hereto agrees to use all reasonable  efforts to take, or cause to be
taken, all actions and to do, or cause to be done, all things necessary,  proper
or advisable to consummate and make effective the  transactions  contemplated by
this Agreement.

ARTICLE V: CONDITIONS TO CLOSING

      5.1 Condition to Obligations of the Parties The respective  obligations of
the Parties hereto are subject to the satisfaction at or prior to Closing of the
following conditions precedent:

      (a) the Purchasers shall have obtained

            (i)   the approval of the Competition  Office containing no Material
                  Condition;  or the  approval  of the  Competition  Office with
                  Material  Condition(s),  which  is  (are)  acceptable  to  the
                  Purchasers,  such  acceptance to be notified in writing to the
                  Vendors within 8 (eight)  Business Days following the delivery
                  of the approval of the  Competition  Office to the Purchasers;
                  and


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<PAGE>

            (ii)  the acquisition loan from Commerzbank;

      (b) the  obtaining  of the  approval of  Commerzbank  to the change in the
      Company's ownership and management structure pursuant to this Agreement;

      (c) the return by Commerzbank  to Vendor 1 of the  supporting  declaration
      issued by Wallis Rt in connection with the Loan Agreement;

      (d) the  modification of the contracts  listed in Schedule 1 substantially
      in the form attached hereto as Schedule 2; and

      (e) The Company shall issue a  declaration  to the  Purchasers  certifying
      that as of 1 August  2005  neither  Wallis  Rt nor any  related  companies
      thereof has any outstanding  accounts payable  vis-a-vis the Company which
      is overdue more than 120 days; in the form attached hereto as Schedule 3.

      5.2 Actions  Relating to the Closing  Conditions The Purchasers  shall use
their best  endeavours to obtain the approval of the  Competition  Office to the
transaction  contemplated in this Agreement,  which includes that the Purchasers
shall in a timely  manner make all the  necessary  filings and shall provide all
the information to the Competition Office as required by law and as requested by
the Competition  Office.  Without  limitation to the above, the Purchasers shall
file  the  request  for  the  approval  of the  Competition  Office  as  soon as
practicable  but in any even not later than within the statutory  deadline (i.e.
30 (thirty) calendar days from the signing of this Agreement). To the extent any
filing and information relates to the Vendors and the Company, the Vendors shall
co-operate and shall also cause the Company to co-operate  with the  Purchasers.
The  Purchasers  shall  promptly  provide to the Vendors  copies of all of their
submissions  filed with the  Competition  Office and all written  correspondence
from the Competition  Office. If the approval of the Competition Office contains
Material  Condition(s),  the Parties shall promptly  discuss the  possibility of
meeting the Material Condition, and in any event the Purchasers shall notify the
Vendors  within 8 (eight)  Business Days following the receipt by the Purchasers
of approval of the Competition Office the Vendors in writing whether or not they
accept the Material Condition(s).

            The  Purchasers  shall  use their  best  endeavours  to  obtain  the
acquisition loan from  Commerzbank,  the provision of which may not fail because
of reasons  attributable  to the  Purchasers and the Purchasers may not withdraw
from applying to Commerzbank for receiving the acquisition loan.

      The Parties will  mutually  co-operate  as to obtaining of the approval of
Commerzbank  to the change in the  ownership  and  management  structure  of the
Company.

      5.3  Notices  Each Party  shall give  prompt  written  notice to the other
Parties of:

      (a) the  occurrence  of each event or action  required as a condition  set
forth in Section 5.1; and


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<PAGE>

        (b) the  occurrence  of any event or action  of which it  becomes  aware
which may  reasonably be anticipated  to result in the  non-satisfaction  of any
such condition by the Closing Date.

For the purpose of this Section 5.3, notice given by one Vendor to one Purchaser
shall be deemed to be notice given by all Vendors to all Purchasers.

ARTICLE VI. REPRESENTATIONS AND WARRANTIES

      6.1  Representations  and Warranties of the Vendors The Vendors  represent
and warrant to the Purchasers  severally,  not jointly,  as follows  (unless the
wording of the  representations  and  warranties  refer to a specific  date, the
following  representations  and warranties refer to both the date of the signing
of this Agreement as well as the Closing Date):

      (a)  Authorisation  and Validity of the Agreement  Each of the Vendors has
the legal capacity,  right, power and authority to execute,  deliver and perform
this  Agreement  and the other  agreements  and documents  contemplated  by this
Agreement.  The  execution,  delivery  and  performance  by the  Vendors of this
Agreement and the consummation by them of the transactions  contemplated  hereby
have been duly  authorised by all  necessary  action on the part of the Vendors.
This Agreement has been duly executed and delivered by the Vendors.

      (b)  Capitalisation The Sale Shares are the whole of the issued registered
capital of the Company. There are no rights of first refusal, pre-emptive rights
or other similar agreements (whether by the Vendors or otherwise) obligating the
Company  or any  Vendor to offer any Sale  Shares to any  person and none of the
Sale Shares were issued in violation of any pre-emptive or similar rights.

      The quotas  representing the Subsidiaries'  respective  registered capital
are the whole issued  registered  capital thereof.  There are no rights of first
refusal, pre-emptive rights or other similar agreements (whether by the Vendors,
the  Company or  otherwise)  obligating  the  Company or any Vendor to offer any
quotas in the  Subsidiaries to any person and none of said quotas were issued in
violation of any pre-emptive or similar rights.

      (c) Sale  Shares The Sale  Shares are  validly  issued,  fully paid up and
owned by and  registered  under the name of the Vendors in the Company's Book of
Shares; and the Vendors made all filings and reporting to the competent court of
registration required in connection with the acquisition and holding of the Sale
Shares.  Upon the Closing the Sale Shares will be transferred to the Purchasers,
free  from  all  encumbrances,  claims  and  litigation  except  for the  Agreed
Encumbrances and other encumbrances as Commerzbank and the Purchasers may agree.

      The s quotas  respectively  held by the  Company in the  Subsidiaries  are
validly issued,  fully paid up and owned by and registered under the name of the
Company;  and the Company made all filings and reporting to the competent  court
of registration  required in connection with the acquisition and holding of said
shares and quotas.  Upon the Closing the Company  will own said quotas free from
all encumbrances, claims and litigation.


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<PAGE>

      (d) Organisation of the Company The Company is a company limited by shares
established  under the laws of the  Republic of Hungary  and is duly  organized,
validly existing and in good standing.

      The Subsidiaries are limited  liability  companies  established  under the
laws of the Republic of Hungary and are duly organized,  validly existing and in
good standing.

      (e)  Taxation To the best of the  knowledge of the Vendors the Company and
the Subsidiaries have lawfully  performed their obligations to file all relevant
tax returns and to pay taxes and contributions.

      (f) Books To the best of the  knowledge of the Vendors (i) the Company and
the  Subsidiaries  have kept their books in accordance  with the relevant  legal
rules and the Accounts and the  Subsidiaries'  respective  financial  statements
present a true and fair view of the  Company's and the  Subsidiaries'  financial
position in all material  respects as of the date thereof and (ii) the Financial
Information are true and fair in all material respects as of the date thereof.

      (g) Adherence  with  Securities  Laws Vendor 2 agrees that it is acquiring
the Transferable EuroWeb Shares for investment purposes and will not offer, sell
or otherwise  transfer,  pledge or hypothecate any of the  Transferable  EuroWeb
Shares  issued  to  them  (other  than  pursuant  to an  effective  Registration
Statement  under the Securities Act of 1933, as amended)  directly or indirectly
unless:

                  (i)   the  sale  is  made  pursuant  to  the  exemption   from
                        registration  under  the  Securities  Act  of  1933,  as
                        amended, provided by Rule 144 thereunder; or

                  (ii)  the   Transferable   EuroWeb   Shares   are  sold  in  a
                        transaction that does not require registration under the
                        Securities  Act of 1933, as amended,  or any  applicable
                        United States state laws and  regulations  governing the
                        offer  and  sale of  securities,  and the  Vendor  2 has
                        furnished  to  Purchasers  an opinion of counsel to that
                        effect  or  such  other   written   opinion  as  may  be
                        reasonably required by Purchasers.

            Vendor  2  acknowledges  that  the  certificates   representing  the
Transferable EuroWeb Shares shall bear the following legend:

NO  SALE,  OFFER  TO  SELL,  OR  TRANSFER  OF THE  SHARES  REPRESENTED  BY  THIS
CERTIFICATE  SHALL BE MADE  UNLESS A  REGISTRATION  STATEMENT  UNDER THE FEDERAL
SECURITIES ACT OF 1933, AS AMENDED,  IN RESPECT OF SUCH SHARES IS THEN IN EFFECT
OR AN EXEMPTION FROM THE  REGISTRATION  REQUIREMENTS OF SAID ACT IS THEN IN FACT
APPLICABLE TO SAID SHARES.

      6.2  Representations  and  Warranties  of the  Purchasers  The  Purchasers
represent  and  warrant to the  Vendors as follows  (unless  the  wording of the
representations   and  warranties  refer  to  a  specific  date,  the  following
representations  and  warranties  refer to both the date of the  signing of this
Agreement as well as the Closing Date):


                                       10
<PAGE>

      (a)  Authorisation  and Validity of the Agreement The Purchasers  have the
legal capacity,  right, power and authority to execute, deliver and perform this
Agreement and the other agreements and documents contemplated by this Agreement.
The execution,  delivery and performance by the Purchasers of this Agreement and
the consummation by the Purchasers of the transactions  contemplated hereby have
been duly authorised by all necessary action on the part of the Purchasers. This
Agreement has been duly executed and delivered by the Purchasers.

      (b)  Capitalisation  There  are no rights  of first  refusal,  pre-emptive
rights or other similar agreements obligating the Purchasers or any other person
to  offer  any  Transferable  EuroWeb  Shares  to any  person  and  none  of the
Transferable  EuroWeb  Shares were issued in  violation  of any  pre-emptive  or
similar rights.

      (c) Transferable  EuroWeb Shares Upon the Closing the Transferable EuroWeb
Shares shall be validly issued,  fully paid up and owned by and registered under
the name of the Vendor 2 and such Transferable Euroweb Shares shall be free from
all encumbrances, claims and litigation.

      (d)  Organisation  of the Company The Purchasers are companies  limited by
shares  established  under  the laws of  Hungary  and the  laws of the  State of
Delaware,  respecrively,  and are duly organized,  validly  existing and in good
standing.

      (e) No devaluation, filings The Purchasers are not aware of any fact which
may result a material  devaluation of the EuroWeb  Shares.  The Purchasers  have
made all necessary  filings with the US Securities  and Exchange  Commission and
each such filing, as of its respective filing date, complied with all applicable
requirements  of the US  securities  laws and none of such filings  contained or
contains any untrue  statement  of a material  fact or omits to state a material
fact  required  to be  stated  in  order  to make  the  statements  therein  not
misleading and none of the information  provided to Vendors regarding Purchasers
contains an untrue  statement of material fact or omits to state a material fact
required to be stated in order to make the statements not misleading.

      6.3  Indemnification  by the  VendorsSubject  to the limitations set forth
below, the Vendors agree to indemnify the Purchasers  against any and all losses
which the  Purchasers  may sustain which arise out of or result from a breach of
any of the representations,  warranties,  covenants or agreements of the Vendors
contained in this Agreement.

      The Vendors  shall not be under any  obligation to indemnify or recompense
the  Purchasers  for any  contingent  or other such  losses of a similar  nature
(unless and to the extent that such losses become  realized) and the  Purchasers
hereby unconditionally waive any claim therefor.

      6.4 Indemnification by the Purchasers Subject to the limitations set forth
below,  the Purchasers agree to indemnify the Vendors against any and all losses
which the Vendors may sustain  which arise out of or result from a breach of any
of the  representations,  warranties,  covenants or agreements of the Purchasers
contained in this Agreement.


                                       11
<PAGE>

The  liability  of the  Purchasers  for any  breach  of any of the  obligations,
representations,  warranties,  covenants or agreements of any of the  Purchasers
contained in this Agreement shall be joint and several.

      The  Purchasers  shall  not  be  under  any  obligation  to  indemnify  or
recompense  the  Vendors  for any  contingent  or other such losses of a similar
nature  (unless  and to the extent  that such losses  become  realized)  and the
Vendors hereby unconditionally waive any claim therefor.

      6.5 Conduct of Litigation

      (a) Subject to the limitations set forth in Section 6.6 hereof, whenever a
claim for  indemnification  shall  arise  under this  Article  VI, the Party (or
Parties) seeking  indemnification  (the  "Indemnified  Party") shall notify,  in
writing,  the  Party  (or  Parties)  from whom  indemnification  is sought  (the
"Indemnifying  Party") of such claim, together with an estimate of the amount of
such claim in reasonable  detail,  and, as soon as known, the facts constituting
the basis for such claim.  The  Indemnified  Party shall be under a duty to take
commercially  reasonable  efforts to  mitigate  the losses  relating to any such
claim,  and any  losses  incurred  in such  commercially  reasonable  mitigation
efforts shall constitute losses for purposes of this Article VI.

      (b) Without  limiting  the  generality  of Section 6.5 (a) hereof,  in the
event of a claim for  indemnification  hereunder resulting from or in connection
with any claim or legal proceeding by a third party (a "Third Party Claim"), the
Indemnified  Party shall give notice to the Indemnifying  Party no later than 20
(twenty) Business Days prior to the time any response to an asserted Third Party
Claim is  required.  The  Indemnified  Party (or the Company as the case may be)
shall not make  admission of  liability,  agreement,  settlement  or  compromise
without the prior written consent of the Indemnifying Party, which consent shall
not be unreasonably  withheld.  The Indemnifying Party may assume the defence of
any Third Party  Claim,  provided,  however,  that no  settlement  shall be made
without the prior written consent of the Indemnified  Party, which consent shall
not be unreasonably  withheld.  If an Indemnifying  Party assumes the defence of
any such Third Party Claim or related legal proceeding,  the Indemnifying  Party
shall  be  entitled  to  select  counsel  and take all  steps  necessary  in the
settlement or defence thereof;  provided,  however,  that the Indemnified  Party
may, at its own expense,  participate in any such proceeding with the counsel of
its choice.  If any of the Vendors as Indemnifying  Party assumes the defence of
any Third Party Claim,  the  Purchasers  shall,  and shall cause the Company to,
provide such Vendor such access to persons and  information as it may reasonably
request in the defence of such Third Party Claim.

      (c) In the  case  of any  claim  that  is not a  Third  Party  Claim,  the
Indemnifying  Party shall have 30  (thirty)  Business  Days within  which it may
respond to a notice of a claim for indemnification given by an Indemnified Party
pursuant to Section  6.5(a)  hereof.  If such claim is not  contested,  then the
Indemnifying Party shall as soon as practicable  proceed to take whatever action
is required to carry out its indemnification obligations.

      6.6 Limitations on Indemnification

      (a) The  Vendors'  total  liability  in respect  of all  claims  under the
warranties  and  representations  is  limited  to  10%  (ten  per  cent)  of the
Consideration for the Sale Shares.


                                       12
<PAGE>

      (b) The Vendors are not liable in respect of a claim under the  warranties
and representations unless and until liability determined in respect of any such
claim, when aggregated with any other amount or amounts of liability  determined
in respect of other claims under the warranties and  representations  exceeds 2%
(two per cent) of the  Consideration  for the Sale Shares  (excluding  interest,
costs,   etc.)  in  which  event  all  the  claims  under  the   warranties  and
representations  will be recoverable  hereunder  including  those within the 2 %
threshold,  provided that the other limitations  contained in Section 6.6 hereof
will remain unaffected.

      (c) The Vendors are not liable in respect of a claim under the  warranties
and representations unless and until liability determined in respect of any such
claim  exceeds 0,2% (zero pint two per cent) of the  Consideration  for the Sale
Shares (excluding interest, costs, etc.).

      (d) The  Vendors  are not  liable  for a claim  under the  warranties  and
representations unless the Purchasers have given the Vendors notice of the claim
setting out full  particulars  of the grounds on which such claim is based on or
before the end of the 9th calendar month following the date of the Closing.

      (e) The Vendors shall not be liable under this Agreement in respect of any
claim to the extent that a provision  or reserve is made in the Accounts for the
matter giving rise to the claim.

      (f) The Purchasers  shall not be entitled to recover  damages or otherwise
obtain  reimbursement or restitution more than once in respect of any individual
breach of the warranties and representations  where the Purchasers would thereby
reap a windfall.  In  particular,  the Vendors shall not be liable in respect of
any claim (i) to the extent that any losses  arising from such claim are covered
by a policy of  insurance  in force on the date of Closing or would have been so
covered had such policy of insurance been maintained beyond Closing; or (ii) for
any losses suffered by the Purchasers or the Company to the extent of any actual
monetary   savings   realized  by  the   Purchasers  or  the  Company   directly
corresponding to such losses.

      (g) The Vendors shall not be liable under this Agreement for any losses to
the extent that such losses arise out of or result from:

            (i) any act taken by the Company  after the Closing  other than acts
taken for the purpose of mitigating losses;

            (ii) any change in accounting or taxation policy,  bases or practice
of the Company introduced after the Closing.

ARTICLE VII: SUPPLY OF INFORMATION

      7.1 The Purchasers  acknowledges that the Data Room and any other written,
visual or oral information made available to the Purchasers or their advisers in
connection  with its or their  investigation  of the Company and the purchase of
the Sale Shares (altogether the  "Information") is not necessarily  complete nor
sufficient  to enable them to decide  whether or not to purchase the Sale Shares
but the Purchasers  have made such  investigations  as it believes  necessary in
order to purchase the Sale Shares.


                                       13
<PAGE>

      7.2 Without  prejudice to the  generality of Sections 7.1, the  Purchasers
acknowledge that all Information  speaks as of the date of the document in which
it is contained or the date on which it was otherwise given.

ARTICLE VIII: TERMINATION

      8.1 General This  Agreement may be  terminated or rescinded  only prior to
the Closing, under the following circumstances:

      (a) by mutual consent of the Purchasers and the Vendors; or

      (b) by he  Vendors,  if the  Purchasers  fails to pay the down  payment as
referred to in 2.1 above; or

      (c) by the Vendors  after 45  (forty-five)  calendar  days  following  the
signing of this Agreement if the  Purchasers  failed the deadline for the filing
of the request  for the  approval  of the  Competition  Office with more that 15
(fifteen) calendar days for reasons attributable to the Purchasers; or

      (d)  by the  Vendors  if  the  Purchasers  fail  any  deadline  set by the
Competition Office in the procedure pursuant to Section 5.1 (b) hereof with more
than 15 (fifteen) calendar days, for reasons attributable to the Purchasers; or

      (e) by any of the Parties if the  Competition  Office in its final written
resolution  rejects  its  approval  to  the  transaction  contemplated  in  this
Agreement  or the  Competition  Office's  final  written  resolution  contains a
Material  Condition,  which  is not  acceptable  to the  Purchasers  and this is
notified in writing to the Vendors;

      (f) by any of the Parties if Commerzbank explicitly rejects in writing its
approval  to the change of the  Company's  ownership  and  management  structure
pursuant to this Agreement.

      8.2 Procedure  Upon  Termination  In the event of the  termination of this
Agreement  pursuant to Section 8.1 by a Party  hereto,  written  notice  thereof
specifying the cause of such termination  shall promptly be given to each of the
other Parties hereto and this  Agreement  shall  terminate and the  transactions
contemplated  hereby shall be  abandoned  without  further  action by any of the
Parties hereto.  Notwithstanding  anything to the contrary in this Article VIII,
the  termination of this  Agreement  shall not release any Party hereto from any
obligations or damages attributable to a breach of such Party's representations,
warranties, obligations or covenants prior to the termination of this Agreement.

      8.3 Survival of Certain Provisions Notwithstanding Section 8.2 hereof, the
respective  obligations of the Parties hereto pursuant to Sections 10.1 to 10.3,
10.8, 10.10 and 10.12 shall survive any termination of this Agreement.


                                       14
<PAGE>

ARTICLE IX: POST CLOSING OBLIGATIONS

      9.1 Claims Against Officers The Purchasers  hereby  irrevocably agree that
they will not and will cause the  Company not to  commence  any legal  action or
pursue any claim (other than claims for damages caused wilfully) against members
of the board of directors and supervisory  board of the Company in office at any
time  between  1  September  2004 and the  Closing  Date with  respect  to their
activities  performed  for the  Company  prior to the  Closing as members of the
board of directors or as supervisory board members. This will not have an impact
on the liability in accordance with the rules and  limitations  contained in the
Labour Code of the employees of the Company  including  those who have been also
members of the board of directors for any damages caused for the Company,  which
liability will remain unaffected.

      9.2 Covenants  Not to Compete  Unless  acting with the  Purchasers'  prior
written  consent,  neither  the  Vendors or any  entity  over which a Vendor has
Controlling Influence will

      (a) divert from the Company any business  conducted in Hungary existing as
      at Closing;


      (b)  request or advise any  present or future  customer  of the Company to
      withdraw, curtail or cancel its business dealings with the Company;

      (c)  directly  or  indirectly  solicit or  encourage  any  employee of the
      Company  working  in the  business  IT  services  business  to  leave  the
      employment of the Company; or

      (d) actively  solicit or encourage any consultant  under contract with the
      Company to cease work with the Company.

      The obligations under subparagraphs (a) and (b) shall apply for the period
      of  three  (3)  years  immediately   following  the  Closing,   while  the
      obligations under  subparagraphs (c) and (d) shall apply for the period of
      one (1) year immediately following the Closing.

      9.3  Filings  Pursuant  to  Securities  Exchange  Act  of  1934  Vendor  2
acknowledges that Sections 13 and 16 of the Securities  Exchange Act of 1934, as
amended,  oblige  holders of shares of a registered  class of securities to make
certain  filings once the interests of such holders reach  specified  thresholds
and that such filing  requirements may apply to Vendor 2 upon the acquisition of
the Transferable EuroWeb Shares.

      9.4  Termination  of Management  Contracts  The Vendors  hereby give their
consent without any further  consequences on Purchasers' side that after Closing
the Purchasers  initiate the  termination of the  Management  Hiring  Agreements
related  to  Zoltan  Jutasi  (contract  no.:  MK-74/2005)  and to  Lajos  Juhasz
(contract no.: MK- 75/2005) with immediate effect.


                                       15
<PAGE>

ARTICLE X: MISCELLANEOUS

      10.1 Fees and expenses Whether or not the transactions contemplated hereby
are consummated,  each of the Parties hereto shall pay its own fees and expenses
incident to the  negotiation,  preparation  and execution of this  Agreement and
through Closing, including attorneys',  accountants and other advisors' fees and
the fees and expenses of any broker,  finder or agent  retained by such Party in
connection with the transactions contemplated by this Agreement. Notwithstanding
the  foregoing,   the  Purchasers   shall  be  responsible  for  any  procedure,
professional or other fees and expenses  related to any filings and reporting to
be made  with any US  authorities  or other  bodies  or  otherwise  accruing  in
connection with the US legal implications of this Agreement and the transactions
contemplated hereby.

      10.2  Arbitration  Any dispute,  controversy or claim arising out of or in
connection  with  this  Agreement,  or the  breach,  termination  or  invalidity
thereof, shall be finally settled by arbitration in accordance with the Rules of
the Permanent  Arbitration  Court attached to the Hungarian  Chamber of Commerce
and  Industry.  The  place of  arbitration  shall be  Budapest,  the  number  of
arbitrators  shall  be three  (3) and the  language  to be used in the  arbitral
proceedings shall be English.

      10.3 Notices Any notice, request, demand, waiver or other communication to
be given or made under this Agreement to the Parties shall be in writing. Except
as otherwise provided in this Agreement, such notice, request, demand, waiver or
other communication shall be deemed to have been duly given or made to the Party
to which it is required or permitted to be given or made at such Party's address
specified  below or at such other address as such Party shall have designated by
notice  to the  Party  making  such  notice,  request,  demand,  waiver or other
communication,  if  hand-delivered,  on the  date of such  delivery,  if sent by
certified or  registered  mail,  on the date of receipt  specified in any return
receipt, if sent by telex or telefax or other similar form of telecommunications
(with receipt confirmed) on the next working day following such transmission.

            (a)   If to the Vendors:

                  Attention: Ferber Ferenc
                  Address: 1046 Budapest, Damjanich u.1.
                  Fax: +36-1-450-5331

            (b)   If to the Purchasers:

                  EuroWeb Internet Szolgaltato Reszvenytarsasag
                  Address:1138 Budapest, Vaci ut 141.
                  Fax:+36-1-889-7100
                  Attention: Csaba Toro

or to such other persons,  addresses and fax numbers as a Party shall specify as
to itself by notice in writing to the other Parties.

      10.4 Entire  Agreement This  Agreement  constitutes  the entire  agreement
between the Parties  pertaining to the subject  matter hereof and supersedes all
prior agreements, understandings,  negotiations and discussions, whether oral or
written, of the Parties.


                                       16
<PAGE>

      10.5 Assignment  None of the rights and  obligations  under this Agreement
shall be  assignable  by any of the Parties  hereto  without  the prior  written
consent of the other Parties,  except that any of the Parties may,  without such
consent,  assign its rights  hereunder to any of its  Affiliates  or  successors
thereof.

      10.6 Amendment and  Modification  This Agreement may be amended,  modified
and supplemented only by a written instrument  authorised and executed on behalf
of each of the Parties.

      10.7 Public  Announcements  Within 3 (three)  Business Days  following the
date  hereof  the  Parties  shall  enter into bona fide  negotiations  and will,
without delay,  mutually agree on the principles of making public  disclosure in
respect of this Agreement.  None of the Purchasers or the Vendors shall,  unless
fully in compliance with such principles,  make or issue, or cause to be made or
issued, any public disclosure, announcement or written statement concerning this
Agreement or the transactions  contemplated  hereby without the prior consent of
the other Parties.

      10.8  Language This  Agreement has been executed in the English  language,
which shall be the binding and controlling  language for all matters relating to
the meaning or interpretation of this Agreement.

      10.9  Counterparts  This  Agreement  may  be  executed  in any  number  of
counterparts,  each of which shall be deemed to be an original, and all of which
together shall constitute one and the same instrument.

      10.10  Applicable Law This Agreement shall be governed by and construed in
accordance  with the laws of the  Republic  of  Hungary  without  regard  to the
conflict  of  laws  principles  thereof,  provided,   however,  that  provisions
specifically  referencing the laws of the United States, any actions to be taken
pursuant to or in  compliance  with such laws shall be construed  in  accordance
with US laws  and  matters  relating  to the  legal  authority  or  capacity  of
Purchasers,  the issuance and nature of EuroWeb Shares, the rights of holders of
EuroWeb  Shares shall be construed in  accordance  with the laws of the State of
Delaware.

      10.11  Severability  The  provisions  of this  Agreement  will  be  deemed
severable,  and if any  part of any  provision  is held to be  illegal,  void or
unenforceable  in its entirety or partially or as to any Party,  for any reason,
such provision may be changed by the applicable arbitration tribunal or court of
competent jurisdiction, consistent with the intent of the Parties hereto, to the
extent reasonably necessary to make the provision,  as so changed, legal, valid,
binding,  and  enforceable.  If any  provision  of this  Agreement is held to be
illegal, void, or unenforceable in its entirety or partially or as to any Party,
for any reason,  and if such  provision  cannot be changed  consistent  with the
intent  of the  Parties  hereto  to make it fully  legal,  valid,  binding,  and
enforceable,  then such provisions will be stricken from this Agreement, and the
remaining  provisions  of this  Agreement  will  not in any way be  affected  or
impaired, but will remain in full force and effect.


                                       17
<PAGE>

      10.12. Confidentiality Except as permitted or contemplated by Section 10.7
hereof, each of the Parties undertakes to keep any and all information  relating
to this Agreement  confidential  and not to divulge or disclose such information
to any third  party  without  the prior  express  written  consent  of the other
Parties  to this  Agreement.  This will not limit any of the  Parties to provide
information  on  this  Agreement  to  the  extent  reasonably  necessary  to its
Affiliates.

Schedules:

Schedule 1:       Contracts to be modified
Schedule 2:       Form of contract modification
Schedule 3:       Form of Declaration of the Company
Schedule 4:       Interim Account
Schedule 5:       Financial Information


IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
as set forth herein, on the day and year first above written.


                   Marivaux Investments Limited:
                   Name (print): Ferenc Ferber
                   Signature:

                   Graeton Holdings Limited:
                   Name (print): Ferenc Ferber
                   Signature:

                   EUROWEB Internet Szolgaltato Reszvenytarsasag.
                   Name (print): Csaba Toro
                   Signature:

                   EUROWEB International Corporation
                   Name (print): Csaba Toro
                   Signature:


                                       18