Exhibit
      4.6




EXECUTION
      COPY








**STOCK
      PURCHASE AGREEMENT**




**dated
      as of**




**May
      5, 2006**




**among**




**MIH
      (UBC) HOLDINGS BV**




**ROBERTO
      CIVITA,**




**GIANCARLO
      FRANCESCO CIVITA,**




**VICTOR
      CIVITA**




**and**




**ROBERTA
      ANAMARIA CIVITA**






















**STOCK
      PURCHASE AGREEMENT**




**STOCK
      PURCHASE AGREEMENT** (this
“ **Agreement** ”)
      dated
      May 5, 2006 between, on one side, **MIH
      (UBC) Holdings BV** ,
      a
      company organized under the laws of the Netherlands, with head offices at 13-15
      Jupiterstraat, HC 2132 Hoofddorp, the Netherlands, herein represented in
      accordance with its corporate documents (“ **MIH** ”
or
      the
“ **Buyer** ”),
      and,
      in the other side, **Mr.
      Roberto Civita** ,
      Brazilian citizen, married, publisher, bearer of the Identity Card RG No.
      1.666.785, enrolled with the Individual Taxpayers’ Registry (CPF/MF) under No.
      006.890.178-04, resident and domiciled in the City of São Paulo, State of São
      Paulo, with offices at Av. das Nações Unidas, 7221, 24 th floor, **Mr.
      Giancarlo Francesco Civita** ,
      Brazilian citizen, married, bachelor in social communication, bearer of the
      Identity Card RG No. 6.167.806-5, enrolled with the Individual Taxpayers’
Registry (CPF/MF) under No. 040.666.108-11, resident and domiciled in the City
      of São Paulo, State of São Paulo, with offices at Av. das Nações Unidas, 7221,
      24 th floor, **Mr.
      Victor Civita** ,
      Brazilian citizen, married, producer, bearer of the Identity Card RG No.
      6.166.935-0, enrolled with the Individual Taxpayers’ Registry (CPF/MF) under No.
      040.666.138-37, resident and domiciled in the City of São Paulo, State of São
      Paulo, with offices at Av. das Nações Unidas, 7221, 24 th floor
      and **Mrs.
      Roberta Anamaria Civita** ,
      Brazilian citizen, married, psychologist, bearer of the Identity Card RG No.
      6.167.088, enrolled with the Individual Taxpayers’ Registry (CPF/MF) under No.
      040.666.168-52, resident and domiciled in the City of São Paulo, State of São
      Paulo, with offices at Av. das Nações Unidas, 7221, 24 th floor
      (Mr. Roberto Civita, Mr. Giancarlo F. Civita, Mr. Victor Civita, and Mrs.
      Roberta A. Civita shall be jointly referred as “ **Sellers** ").





W
      I T N E
      S S E T H :





WHEREAS,
      the Sellers are the legal holder and registered owner of shares of common stock
      and shares of preferred stock of **Abril
      S.A.** ,
      a
      company ( *sociedade
      por ações* )
      organized under the laws of the Federative Republic of Brazil, with head offices
      in the City of São Paulo, State of São Paulo, at Av. das Nações Unidas, 7221,
      25 th floor,
      Sector A, enrolled with the Legal Entities Taxpayers’ Registry (CNPJ/MF) under
      No. 03.788.716/0001-93 (the “ **Company** ”);





WHEREAS,
      MIH desires to acquire an equity stake of 30% of the Company’s total capital
      stock, through a combination of subscription of newly issued shares of common
      stock and shares of preferred stock and the purchase of shares of common stock
      and shares of preferred stock from the Sellers and Capital International (as
      defined below), as a result of which MIH will hold 30% and 30% of the total
      issued and outstanding shares of common stock and preferred stock of the
      Company, respectively;














WHEREAS,
      on the date hereof, MIH and the Company are entering into a subscription
      agreement for the subscription, by MIH, of shares of common stock and shares
      of
      preferred stock of the Company on the date hereof;





WHEREAS,
      on the date hereof, MIH and Capital International are entering into a stock
      purchase agreement for the purchase and sale 1,533,134 of shares of common
      stock
      and 1,533,133 shares of preferred stock of the Company on the date hereof,
      held
      by Capital International, representing 13.80% and 13.80% of the total issued
      and
      outstanding shares of common stock and preferred stock, respectively;
      and





WHEREAS,
      MIH hereby agrees to purchase from the Sellers and the Sellers agree to sell
      and
      transfer to MIH, on the date hereof, 1,316,246 shares of preferred stock of
      the
      Company, representing 11.80% of the total issued and outstanding shares of
      preferred stock, respectively, on a fully diluted basis, for the aggregate
      purchase price set forth below and upon other terms and conditions set forth
      herein;





NOW,
      THEREFORE, in consideration of the foregoing and the mutual covenants and
      agreements set forth herein, the parties hereto agree as follows:





ARTICLE
      1





DEFINITIONS





SECTION 1.01. *Definitions*.
      (a) The
      following terms, as used herein, have the following meanings:





“ **Affiliate** ”
means,
      with respect to any Person, any other Person directly or indirectly Controlling,
      Controlled by, or under common Control with such Person;





“ **Agreement** ”
means
      this Stock Purchase Agreement and the Schedules and Exhibits attached
      hereto;





“ **Brazilian
      Corporation Law** ”
means
      Law No. 6,404/76, as amended;





“ **Brazilian
      GAAP** ”
means
      generally accepted accounting principles in Brazil;





“ **Business
      Day** ”
means
      any day other than a Saturday, Sunday, or other day on which commercial banks
      in
      the City of São Paulo, State of São Paulo are authorized or required by law to
      close;






2







“ **Buyer** ”
means
      MIH (UBC) Holdings BV;





“ **Capital
      International** ”
means
      Brazil April LLC and Brazil May LLC;





“ **CI
      Acquisition Shares** ”
means
      1,533,134 shares of common stock and 1,533,133 shares of preferred stock of
      the
      Company, representing 13.80% and 13.80% of the total issued and outstanding
      shares of common stock and preferred stock, respectively, owned by Capital
      International;





“ **CIESP** ”
means
      Centro das Indústrias do Estado de São Paulo - CIESP;





“ **CI
      Stock Purchase Agreement** ”
means
      the stock purchase agreement, dated the date hereof, between MIH and Capital
      International, for the purchase, by MIH, of the CI Acquisition
      Shares;





“ **Claim** ”
has
      the
      meaning set forth in Section 8.04 of this Agreement;





“ **Closing** ”
has
      the
      meaning set forth in Section 7.01 of this Agreement;





“ **Closing**  **Date** ”
has
      the
      meaning set forth in Section 7.01 of this Agreement;





“ **Company** ”
means
      Abril S.A.;





“ **Confidential**  **Information** ”
has
      the
      meaning set forth in Section 5.03 of this Agreement;





“ **Control** ”
      (including the terms “ **Controls** ”,
      “ **Controlled
      by** ”
and
      “ **under
      common Control with** ”)
      means,
      with respect to any Person or group of Persons (the “ **Controlling
      Person(s)** ”) ,
      (i) the
      holding of shares representing more than 50% (fifty percent) of all the voting
      shares of another Person or (ii) the ability to appoint the majority of the
      members of the board of directors or other governing body of such other
      Person ;





“ **Governmental
      Authority** ”
means
      any government, governmental entity, regulatory authority, department,
      commission, board, agency or instrumentality, any recognized stock exchange
      and
      any court, arbitrator, tribunal, whether foreign or domestic, with jurisdiction
      over the Parties;





“ **Indemnified**  **Parties** ”
has
      the
      meaning set forth in Section 8.01 of this Agreement;





“ **Lien** ”
means
      any mortgage, lien, pledge, charge, security interest, encumbrance, objections,
      rights of first refusal, options or other restriction of any kind, or any other
      right in favour of or claims by, any third party of whatsoever
      nature;






3





“ **Losses** ”
has
      the
      meaning set forth in Section 8.01 of this Agreement;





“ **MIH** ”
means
      MIH (UBC) Holdings BV;





“ **Parties** ”
means
      MIH and the Sellers; and “ **Party** ”
means
      any of them;





“ **Person** ”
means
      an individual, corporation, partnership, limited liability company, association,
      trust or other entity or organization, including a government or political
      subdivision or an agency or instrumentality thereof;





“ **Purchase
      Price** ”
has
      the
      meaning set forth in Section 2.02 of this Agreement;





“ **R$** ”
or
      “ **Reais** ”
means
      Brazilian *Reais* .





“ **Sellers** ”
means
      the Mr. Roberto Civita, Mr. Giancarlo Francesco Civita, Mr. Victor Civita and
      Mrs. Roberta Anamaria Civita;





“ **Sellers’
      Bank Accounts** ”
has
      the
      meaning set forth in Section 2.03 of this Agreement;





“ **Shares** ”
means
      the 1,316,246 shares of preferred stock of the Company, representing 11.80%
      of
      the total issued and outstanding shares of preferred stock owned by the Sellers
      and the subject of the purchase and sale contemplated in this
      Agreement;





“ **Shareholders’
      Agreement** ”
means
      the Shareholders’ Agreement of the Company, entered on the date hereof, between
      the Company, MIH, MIH Brazil Participações Ltda. and the Sellers;





“ **Subscription
      Agreement** ”
means
      the subscription agreement, dated the date hereof, between MIH, Mr. Roberto
      Civita and Mr. Giancarlo Francesco Civita and the Company, for the subscription,
      by MIH, of the Subscription Shares;





“ **Subscription
      Shares** ”
means
      the shares of common stock and shares of preferred stock of the Company, to
      be
      issued by the Company and subscribed by MIH on the Closing Date;





“ **Subsidiaries** ”
means
      any Person of which securities or other ownership interests are directly or
      indirectly owned by another Person; and






4





“ **Transaction**  **Documents** ”
means
      this Agreement, the CI Stock Purchase Agreement, the Subscription Agreement,
      the
      Shareholders’ Agreement and the Registration Rights Agreement.


ARTICLE
      2





PURCHASE
      AND SALE





SECTION 2.01. *Purchase
      and Sale*.
      Upon
      the terms and subject to the conditions of this Agreement, and upon the basis
      of
      the representations and warranties contained herein, the Buyer agrees to
      purchase from the Sellers and the Sellers agree to sell and transfer to the
      Buyer, on the date hereof 1,316,246 shares of preferred stock (the “**Shares**”)
      of the
      Company, representing 11.80% of the total issued and outstanding shares of
      preferred stock, on a fully diluted basis, for the Purchase Price set forth
      in
      Section 2.02 below.




SECTION 2.02. *Purchase
      Price* .
      (a) As
      consideration for the Shares, the Buyer agrees to pay the aggregate amount
      in
      Reais equivalent to US$84,200,000.00 (the “ **Purchase
      Price** ”),
      distributed among each of the Sellers as indicated in Exhibit 2.02 attached
      hereto.





SECTION 2.03. *Payment* .
      The
      Purchase Price shall be paid by the Buyer to the Sellers, by international
      wire
      transfer, in immediately available funds, to the bank accounts in Brazil
      indicated in Exhibit 2.03 hereto attached (the “ **Sellers’
      Bank Accounts** ”),
      as
      follows: (a) Reais equivalent to US$70,200,000.00 on the date hereof, and (b)
      the Reais equivalent to US$14,000,000.00, to be paid within 72 hours after
      the
      date on which the Sellers notify the Buyer, in writing accompanied by evidence
      thereof, that the sale of Novo Continente to the Company has been
      completed.





SECTION 2.04. *Waiver
      of Preemptive Rights* .
      Each of
      the Sellers expressly waives any preemptive right it may be entitled in relation
      to the purchase and sale of the Shares and to the purchase and sale of the
      CI
      Acquisition Shares.





SECTION 2.05. *Taxes.* The
      Parties agree that the Sellers shall be solely liable for the payment of their
      any Sellers *Imposto
      de Renda sobre Ganho de Capital* (capital
      gain income tax) payable in Brazil.





ARTICLE
      3




REPRESENTATIONS
      AND WARRANTIES OF THE SELLERS





Each
      of
      the Sellers jointly and severally represents and warrants to the Buyer that
      each
      of the following representations and warranties is, as of the date hereof,
      true
      and correct and in full force and effect, subject to the qualifications and
      exceptions contained in the Schedules hereto attached. In this regard, any
      fact,
      act, item, contract, agreement, document or information listed, described,
      contained or disclosed in any of the Schedules hereto attached shall be deemed
      (a) listed, descried, contained and disclosed in all other Schedules hereto
      attached even though not expressly set forth in such other Schedule and (b)
      to
      qualify and except such other representation and warranties contained in this
      Article 3, whether or not a specific reference to the Schedule is made in such
      other representation or warranty.






5





SECTION 3.01. *Authorization,
      Binding Effect* .
      The
      execution, delivery and performance by each of the Sellers of this Agreement
      and
      the consummation of the transactions contemplated hereby are within such
      Sellers’ powers. The Sellers’ are competent to execute, deliver, perform and
      consummate the transactions contemplated in this Agreement. This Agreement
      constitutes a valid and binding agreement upon each of the Sellers and is
      enforceable against each such Seller in accordance with its terms.




SECTION 3.02. *Governmental
      Authorization* .
      The
      execution, delivery and performance by each of the Sellers of this Agreement
      and
      the consummation of the transactions contemplated hereby require no action,
      approval, consent or declaration by or in respect of, notice or filing with,
      any
      Governmental Authority, agency or official other than the filing with *Conselho
      Administrativo de Defesa Econômica* - CADE
      and the notice to the *Agência
      Nacional de Telecomunicações* -
      ANATEL.





SECTION 3.03. *Noncontravention* .
      The
      execution, delivery and performance by each of the Sellers of this Agreement
      and
      the consummation of the transactions contemplated hereby do not (i) assuming
      any
      filing required by the antitrust and telecommunications authorities properly
      made, violate any material applicable law, rule, regulation, judgment,
      injunction, order or decree, (ii) except as set forth in Section 3.02 above,
      require any consent or other action by any Person, constitute a default, or
      give
      rise to any right of termination, cancellation, vesting or acceleration of
      any
      right or obligation of any of the Sellers, or (iiii) except for any Lien created
      by the Transaction Documents, result in the creation or imposition of any Lien
      on any asset of the Company.





SECTION3.04. *Ownership
      of the Shares*.
      With
      respect to its own Shares only, each Seller is the sole record and beneficial
      owner of the Shares as set forth opposite its name in Schedule 3.04 hereto
      attached. The Shares have been duly authorized and validly issued and are fully
      paid and non assessable, free and clear of any Lien and any other limitation
      or
      restriction (including any restriction on the right to vote, sell or otherwise
      dispose of the Shares).




SECTION 3.05. *Litigation* .
      There
      is no claim, action, suit, litigation or proceeding outstanding, pending or
      threatened against any of the Sellers that seeks to prevent the Sellers from
      entering into or implementing the transactions contemplated in this
      Agreement.






6





SECTION 3.06. *Capital
      International transaction documents* .
      Immediately prior to the transfer of the Shares to the Buyer hereunder, each
      and
      every contract, agreement, document, instrument, obligation, reimbursement
      agreement, security agreement, pledge agreement, guaranty, commitment and
      arrangement, in each case as amended, supplemented or otherwise modified,
      entered into, on one hand, by the Company, any of its Subsidiaries and/or any
      Seller, and on the other hand, Capital International, any fund managed by or
      on
      behalf of Capital International, Capital International, Inc. or any Subsidiaries
      thereof will have been terminated and have no further force and effect, and
      any
      and all parties thereto will have been expressly released from any and all
      obligations or liabilities that may have arisen in the past, or that could
      arise
      in the future, therefrom.





SECTION 3.07.  *No
      Other Representations and Warranties* .
      Except
      for the representations and warranties contained in this Article 3 and for
      the
      representation and warranties contained in Article 4 of the Subscription
      Agreement, the Sellers do not make any representation or warranty, express
      or
      implied, to the Buyer, as to any matter.





ARTICLE
      4





REPRESENTATIONS
      AND WARRANTIES OF THE BUYER





The
      Buyer
      represents and warrants to the Sellers that each of the following
      representations and warranties is, as of the date hereof, and will be, on the
      Closing Date, true and correct and in full force and effect.





SECTION 4.01. *Existence*.
      The
      Buyer is duly organized, validly existing and in good standing under the laws
      of
      the Netherlands and has all corporate powers, governmental licenses,
      authorizations, permits, consents and approvals required to own its properties
      and to carry on its business as presently conducted.





SECTION 4.02. *Authorization,
      Binding Effect* .
      The
      Buyer has been duly authorized by all necessary corporate action to execute,
      deliver, perform and consummate the transactions contemplated in this Agreement.
      This Agreement constitutes a valid and binding agreement upon the Buyer and
      is
      enforceable against the Buyer in accordance with its terms.





SECTION 4.03. *Governmental
      Authorization*.
      The
      execution, delivery and performance by the Buyer of this Agreement and the
      consummation of the transactions contemplated hereby require no action,
      approval, consent or declaration by or in respect of, notice or filing with,
      any
      Governmental Authority, agency or official other than the filing with*Conselho
      Administrativo de Defesa Econômica*- CADE,
      the notice to the*Agência
      Nacional de Telecomunicações*- ANATEL
      and the approval of the investment by the South African Reserve
      Bank.






7







SECTION 4.04. *Noncontravention*.
      The
      execution, delivery and performance by the Buyer of this Agreement and the
      consummation of the transactions contemplated hereby do not and will not (i)
      violate the organizational documents or bylaws of MIH or its Controlling
      shareholder, (ii) assuming any filing required by the antitrust, the
      telecommunications and the South African Reserve Bank authorities properly
      made,
      violate any applicable material law, rule, regulation, judgment, injunction,
      order or decree, or (iii) except as set forth in Section 4.03 above, require
      any
      consent or other action by any Person, constitute a default, or give rise to
      any
      right of termination, cancellation, vesting or acceleration of any right or
      obligation of any of MIH.





SECTION 4.05. *Litigation*.
      There
      is no claim, action, suit, litigation or proceeding outstanding, pending or
      threatened against MIH that seeks to prevent the Buyer from entering into or
      implementing the transaction contemplated in this Agreement.





SECTION 4.06. *Due
      Diligence* .
      In
      entering into this Agreement and the other Transaction Documents, MIH
      acknowledges that (a) it has conducted an independent due diligence
      investigation, review and analysis of the business, assets, liabilities, results
      of operations, financial condition and prospects of the Company and its
      Subsidiaries, and (b) except for the specific representations and warranties
      contained herein, MIH has relied solely upon the aforementioned investigation,
      review and analysis and not on any factual representations and warranties of
      the
      Sellers (and of their respective representatives and advisors).





SECTION 4.07. *Financial
      Capacity.* MIH
      has
      the financial capacity whether through its own resources or through credit
      facilities from reputable financial institutions to fulfil all of its
      obligations under this Agreement.





SECTION 4.08. *Ability
      to Evaluate the Risk* .
      MIH has
      knowledge and experience in financial and business matters such that it was
      capable of evaluating the risks of the investment in the Shares.





SECTION 4.09. *Brokers
      and Finders* .
      MIH has
      engaged Citigroup as its financial adviser in connection with the transaction
      contemplated in this Agreement. MIH shall bear all the expenses, including
      any
      commission or fee, to be paid to such financial adviser in connection with
      this
      Agreement.





SECTION 4.10. *Purchase
      Price* .
      Each
      Seller is receiving the same Purchase Price per Share as the members of Capital
      International, and there is no other consideration directly or indirectly being
      paid by the Buyer.






8





ARTICLE
      5





COVENANTS
      OF ALL PARTIES





SECTION 5.01. *CADE
      Submission*.
      (a) MIH
      agrees to make appropriate filings pursuant to applicable antitrust laws to
      obtain CADE’s approval of the transactions contemplated by this Agreement and
      the other Transaction Documents within 15 (fifteen) Business Days following
      the
      execution of this Agreement. MIH and the Sellers agree to respond, and to cause
      the Company to respond, as promptly as practicable to any inquiries received
      from the notified authorities and agree to supply, promptly, any additional
      information and documentary material that may be requested by such notified
      authorities.





(b)
      The
      Sellers shall cooperate in obtaining any information required for the CADE
      filing and to supply any information requested by any of the antitrust
      authorities.





SECTION 5.02. *Other
      Filings*.
      The
      Parties agree to cooperate with one another in any other filing, notice or
      communication to any other Governmental Authority, including furnishing
      information required in connection therewith and seeking timely to make any
      such
      filing, notice or communication.





SECTION 5.03.  *Confidentiality* .
      (a) The
      Parties ratify the terms and conditions of the Confidentiality Agreement, dated
      February 7, 2006, and agree to comply with the obligations provided therein.
      In
      addition to the foregoing, from and after the date hereof, the Parties agree
      jointly and severally to hold, and to cause their Affiliates and respective
      officers, directors, employees, accountants, counsel, consultants, advisors
      and
      agents to hold, in confidence, all confidential documents and information
      concerning the Company, the Business and/or the Parties, including without
      limitation, certain non-public information about the proposed or potential
      business strategy, operations, financial matters and other matters relating
      to
      the Company (the “ **Confidential
      Information** ”),
      except to the extent that such information can be shown to have been (i) in
      the
      public domain through no fault of any of the Parties or (ii) later lawfully
      acquired by any of the Parties from other sources without any breach of any
      law,
      regulation, order or confidentiality obligation. Confidential Information may
      only be disclosed in the event that any of the Parties is compelled to disclose
      such Confidential Information by law, rule, regulation, order or decree enacted
      by a Governmental Authority to which such Party is subject or as a result of
      judicial or administrative process in connection with any action, suit,
      proceeding or investigation. In any event Confidential Information is disclosed,
      the disclosing Party shall take all such steps as may be reasonable in the
      circumstances to agree the contents of such disclosure with the other Party
      before making such disclosure.






9









(b)
      From
      and after the date hereof, the Parties agree to hold, and cause their Affiliates
      and respective officers, directors, employees, accountants, counsel,
      consultants, advisors and agents to hold, in confidence, any and all information
      regarding the terms and conditions of this Agreement. The terms and conditions
      of this Agreement may only be disclosed in the event that any of the Parties
      is
      compelled to disclose such information by law, rule, regulation, order or decree
      enacted by a Governmental Authority to which the Party is subject or as a result
      of judicial or administrative process in connection with any action, suit,
      proceeding or investigation. In any event the terms and conditions of this
      Agreement are disclosed, the Party concerned shall take all such steps as may
      be
      reasonable in the circumstances to agree the contents of such disclosure with
      the other Party before making such disclosure.





SECTION 5.04. *Public
      Announcements*.
      The
      Parties agree to consult with each other before issuing any press release or
      making any public statement with respect to this Agreement or the transactions
      contemplated hereby and, except for any press releases and public statements
      the
      making of which may be required by applicable law or any listing requirement
      of
      any national securities exchange, will not issue any such press release or
      make
      any such public statement prior to such consultation.





ARTICLE6





CONDITIONS
      TO CLOSING





SECTION 6.01. *Conditions
      to Obligations of the Parties.*The
      obligation of each Party to carry out its respective actions at Closing is
      subject to the fulfilment of the following conditions:





(i) Closing
      of the Purchase of the CI Acquisition Shares .
      The
      Parties to the CI Stock Purchase Agreement shall have executed the CI Stock
      Purchase Agreement and shall be in a position to close the purchase of the
      CI
      Acquisition Shares simultaneously with the transaction contemplated in this
      Agreement.





(ii) Closing
      of the Subscription of the Subscription Shares .
      The
      Parties to the Subscription Agreement shall have executed the Subscription
      Agreement and shall be in a position to close the subscription of the
      Subscription Shares simultaneously with the transaction contemplated in this
      Agreement.





ARTICLE
      7





CLOSING





SECTION 7.01.  *Closing* .
      The
      purchase and sale of the Shares and payment of the Purchase Price shall take
      place at the head-offices of the Company, at Av. das Nações Unidas, 7221,
      25 th floor,
      in the City of São Paulo, State of São Paulo (“ **Closing** ”),
      on
      the date hereof (the “ **Closing
      Date** ”).
      For
      all purposes all of the transactions contemplated by this Article 7 shall be
      deemed to have occurred simultaneously.






10





SECTION 7.02.  *Actions
      by the Sellers at Closing* .
      On the
      Closing Date, each of the Sellers shall take the following actions:





(i)
      Execute and deliver this Agreement;





(ii)
      Execute the term for transfer of the Shares in the Company’s Share Transfer
      Registry Book;





(iii)
      Execute and deliver the Subscription Agreement;





(iv)
      Execute and deliver the Registration Rights Agreement;





(v)
      Execute and deliver the Shareholders Agreement; and





(vi)
      Deliver to the Buyer an opinion of counsel to the Sellers and the Company
      confirming the enforceability and validity of the Transaction
      Documents.





SECTION 7.03.  *Actions
      by the Buyer at Closing* .
      On the
      Closing Date, the Buyer shall take the following actions:





(i)
      Execute and deliver this Agreement;





(ii)
      Pay
      the Purchase Price;





(iii)
      Execute the term for transfer of the Shares in the Company’s Share Transfer
      Registry Book;





(iv)
      Execute and deliver the Subscription Agreement;





(v)
      Execute and deliver the Registration Rights Agreement; and





(vi)
      Execute and deliver the Shareholders Agreement.





SECTION 7.04. *Simultaneous
      transactions at Closing* .
      All of
      the transactions to occur at the Closing shall be deemed to occur
      simultaneously. The Parties shall have no obligation to consummate any of the
      transactions referred to in Section 7.02 and 7.03 unless all shall have been
      consummated.






11





ARTICLE
      8





INDEMNIFICATION





SECTION 8.01.*Indemnification*.
      Each
      Seller joint and severally agrees to indemnify and hold the Buyer and its
      shareholders, officers, directors and employees (the “**Indemnified
      Parties**”),
      harmless from any and all liability, loss, damage, claims, awards, judgments,
      costs and expenses (including reasonable fees and expenses of attorneys)
      (“**Losses**”)
      incurred or suffered by any of the Indemnified Parties exclusively and directly
      in connection with, relating to or as a result of (i) any breach of any of
      representations and warranties given by the Sellers in Article 3 hereof; and/or
      (ii) any breach by the Sellers of any covenant or agreement contained in this
      Agreement. The applicable Seller shall not be liable to any Indemnified Party
      for any Losses arising from a breach of any of its representations and
      warranties to the extent that the act or fact (including the amount of the
      potential Loss) that gave rise to such Loss was disclosed in any of the
      Schedules attached hereto as an exception to any of the representations and
      warranties (it being agreed and understood that the disclosure of any act of
      fact as an exception to one of the representations and warranties shall be
      extended to and considered an exception of all of the other representations
      and
      warranties regardless of any repetition of additional disclosure thereof).
      The
      disclosures contained in the Schedules as well as any qualifications,
      limitations or exceptions contained in the representations and warranties
      hereunder shall not be disregarded for any purpose or effect and shall not
      entail, in any way, an obligation to indemnify pursuant to this
      Agreement.





SECTION 8.02.  *Survival
      of Indemnification Obligations* .
      The
      indemnification obligation of the Sellers provided for in this Article 8 shall
      remain in full force and effect for 5 (five) years from the date hereof.





SECTION 8.03.  *Only
      Recourse, Limit on Indemnification* .
      (a) The
      indemnification provided in this Article 8 shall be the sole and exclusive
      remedy of any Indemnified Party (and any of their Affiliates) against the
      Sellers with respect to any inaccuracy or breach of any representation, warranty
      or covenant of the Sellers in this Agreement and the sale of Shares contemplated
      hereby, except in respect of any available injunctive or other similar
      non-monetary relief or remedies. MIH hereby acknowledges that it has relied
      solely on the representations, warranties and covenants of the Sellers pursuant
      to this Agreement and on no other statements, reports or other information
      furnished by or on behalf of the Sellers.





(b)
      The
      Parties agree that any indemnification to be paid by each Seller shall be
      limited to a maximum amount equivalent to 100% the actual amount of the Purchase
      Price received by the applicable Seller.






12





SECTION 8.04.  *Indemnification
      Procedures* .
      In the
      event that any action, suit, proceeding, demand, assessment or other notice
      of
      claim (“ **Claim** ”)
      is
      filed against or made upon any Indemnified Party during the 5 (five) year
      period, for which indemnification may be due from the Sellers pursuant to
      Section 8.01 above, such Indemnified Party shall notify the applicable Seller,
      in writing, as soon as reasonably practical, but in no event later than 1/3
      of
      the legal term to present a defence for the respective Claim, which notice
      shall
      contain, in reasonable detail, a description of the amounts being claimed and
      the basis thereto. The Sellers may either decide to present a defence or
      counterclaim or pay the amount sought under the Claim (including to post a
      bond
      for such a defence, if so required). The Sellers shall bear any and all costs
      incurred, including reasonable attorney’s fees and court fees, guarantees, as
      well as expenses incurred by them in relation to the defence of the Claim and
      during the course of the Claim. In the event that the Sellers do not present
      a
      defence, counterclaim or pay the amount sought under the Claim within the 2/3
      of
      the period available for the presentation of the relevant defence, the
      Indemnified Party shall assume the defence of the Claim. The Sellers shall
      promptly and immediately reimburse MIH for any and all expenses incurred in
      relation to said Claim, whether during an administrative or judicial proceeding,
      including, but not limited to attorneys’ expenses, court fees, administrative
      fees and penalties. If MIH assumes the defence of any Claim in accordance with
      the terms of the preceding sentence, MIH shall not be entitled to agree to
      any
      settlement, agreement or compromise with respect thereto without the prior
      written consent of the Sellers, which consent shall not be unreasonably
      withheld. The Sellers shall not be required to any settlement, agreement or
      compromise that (i) does not contain a full release with respect to the
      respective Claim, or (ii) provides for any injunctive or other non-monetary
      relief.





SECTION 8.05 . *Payment
      of Losses* .
      The
      Sellers shall pay the amount of the Loss to the relevant Indemnified Party
      within 10 (ten) Business Days counted as of the receipt, by the Sellers, of
      written notification from the Indemnified Party in this regard containing a
      copy
      of a final and non-appealable decision rendered with respect thereto. All
      transfers to the Indemnified Party shall be in immediately available funds
      and
      free and clear of PIS and/or COFINS, if applicable, and any indemnification
      payment relating to a non-deductible expense of the Indemnified Party (including
      direct tax and social contribution) must be grossed up to cover any and all
      taxes payable by the Indemnified Party on account of such payment.





SECTION 8.06. *MIH
      Indemnification* .
      MIH and
      its shareholders shall defend, indemnify and hold the Sellers and its
      shareholders, officers, directors and employees harmless from and against and
      in
      respect of any and all Losses incurred or suffered by any of the foregoing
      in
      connection with, relating to or as a result of (i) any breach of any
      representations and warranties given by MIH in Article 4 hereof; and/or (ii)
      any
      breach by MIH of any covenant or agreement contained in this Agreement. The
      procedures set forth in Section 8.04 shall apply equally to any indemnification
      obligation of MIH, *mutatis
      mutandis* ,
      interchanging “Sellers” for “MIH” where such terms appear in Section
      8.04.






13





ARTICLE
      9





TERMINATION





SECTION 9.01. *Right
      to Terminate* .
      This
      Agreement may not be terminated except by the mutual written consent of the
      Parties.





SECTION 9.02. *Remedies* .
      After
      the Closing has taken place, the indemnification rights provided for in Article
      8 of this Agreement shall be the sole and exclusive remedy available to the
      Parties with respect to any breach of the representations and warranties of
      the
      Parties in this Agreement, and/or any breach of any covenant or other term
      in
      this Agreement.





ARTICLE
      10





DISPUTE
      RESOLUTION





SECTION 10.01 . *Arbitration* .
      (a) Any
      dispute arising between the Parties in connection with this Agreement, its
      interpretation, validity, performance, enforceability, breach or termination,
      shall be settled in an amicable way by the Parties by direct negotiations held
      in good faith for a term not exceeding 30 (thirty) calendar days.





(b)
      If,
      upon expiration of the 30-days period, the Parties have not reached an amicable
      settlement, the dispute must be submitted to the decision of an arbitration
      panel and shall be finally settled under the rules of the Chamber of Mediation
      and Arbitration of São Paulo - *Centro
      das Indústrias do Estado de São Paulo - CIESP* (“ **CIESP** ”).





(c)
      The
      arbitrators shall be in the number of 3 (three). MIH shall appoint 1 (one)
      arbitrator and the Sellers shall appoint 1 (one) arbitrator. The Parties
      designated arbitrators shall appoint the third arbitrator, who will be the
      chairman of the arbitration panel.





(d)
      The
      arbitration shall be conducted in accordance with the CIESP rules.





(e)
      The
      arbitration shall take place in the city of São Paulo and shall be conducted in
      the English language.





(f)
      To
      the fullest extent permitted by law, the Parties waive their right to file
      any
      remedies against (including, but not limited to) the arbitration award and
      any
      defences against its enforcement. The arbitration award shall be final and
      binding for the Parties. Specifically for purposes of any injunction procedure,
      whether of preventive, provisional or permanent nature, or even for purposes
      of
      the enforcement of the arbitration award, the Parties hereby elect the
      jurisdiction of the Central Courts of the City of São Paulo, State of São Paulo,
      with the exclusion of any other jurisdictions, no matter how privileged they
      may
      be.








14





ARTICLE
      11





MISCELLANEOUS





SECTION 11.01. *Binding
      Effect* .
      This
      Agreement will be binding and inure to the benefit of the Parties, their
      respective legal successors and permitted assignees.





SECTION 11.02 . *Assignability* .
      The
      rights and obligations set forth in this Agreement must not be assigned, except
      with the written consent of the other Parties. Upon completion of the actions
      required to be taken at Closing, MIH shall be entitled to contribute the Shares
      in a capital increase of a wholly-owned Brazilian subsidiary.





SECTION 11.03 . *Severability* .
      In case
      any term or provision set forth in this Agreement is considered invalid, illegal
      or not applicable, due to any legal provision or final court decision, all
      the
      other conditions and provisions hereto will remain in full force and effect.
      In
      case any term or provision is considered invalid, illegal or inapplicable,
      the
      Parties will negotiate, in good faith, the amendment of this Agreement, so
      as to
      effect the original intent of the Parties hereto as closely as
      possible.





SECTION 11.04 . *Waiver;
      Amendment* .
      (a) No
      failure of delay in exercising any right, power or privilege hereunder will
      be
      considered as a waiver thereof, nor will any single or partial exercise thereof
      prevent the future exercise thereof or the exercise of any other right, power
      or
      privilege.





(b)
      Any
      provision of this Agreement may only be amended or waived if through written
      form and signed by all the Parties hereto.





SECTION 11.05 . *Notices* .
      All
      notices and communications required or allowed pursuant to this Agreement,
      will
      be made in written form, in English, and will be sent by registered mail, by
      fax
      (receipt confirmed) or e-mail (receipt confirmed), to the following
      addresses:





If
      to
      MIH:





MIH
      (UBC)
      Holdings BV


13-15
      Jupiterstraat


2132
      Hoofddorp


The
      Netherlands


Fax
      No.:
      +31 23 5562-880


Attn.:
      Messrs. Mark Sorour / André Coetzee


e-mail:
      msorour@naspers.com / acoetzee@mih.com






15





with
      copy
      to:





Mattos
      Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados


Al.
      Joaquim Eugênio de Lima, 447


São
      Paulo
— SP —
      Brazil


Fax:
      (55
      11) 3147-7770


Attn.:
      Moacir Zilbovicius


e-mail:
      moacir@mattosfilho.com.br





If
      to the
      Seller:





Av.
      das
      Nações Unidas, 7.221, 25o andar, Pinheiros


05425-902,
      São Paulo, SP, Brasil


At.:
      Mr.
      Arnaldo Figueiredo Tibyriçá - General Counsel


Fax:
      (+55
      11) 3037-2115





with
      copy
      to:





Machado,
      Meyer, Sendacz e Opice —
      Advogados


Rua
      da
      Consolação, 247, 4th floor


São
      Paulo
— SP — Brazil


Fax:
      (+55
      11) 3150-7071


At.:
      Mr.
      José Roberto Opice


e-mail:
      jro@mmso.com.br





The
      Parties are entitled to amend, by means of written communication, pursuant
      to
      this section 11.05, the addresses above.





SECTION 11.06 . *Expenses* .
      All
      costs and expenses incurred in connection with this Agreement and the
      transactions contemplated hereby will be paid by the Party incurring such cost
      or expense.





SECTION 11.07 . *Headings* .
      The
      headings of the sections of this Agreement are included for convenience purposes
      and will not in any way affect the meaning or the interpretation of this
      Agreement.





SECTION 11.08. *Conversion
      Rate* .
      Any
      amounts in this Agreement expressed in United States dollars shall be converted
      into *Reais* by the
      average of the purchase and sale rates for United States dollars published
      by
      the Central Bank of Brazil on the Business Days immediately prior to the date
      on
      which any payment is due or conversion is to be made in accordance with the
      terms of this Agreement through the SISBACEN data system under rate PTAX 800,
      option 5 — L — *Taxas
      para Contabilidade* .








16





SECTION 11.09 . *Counterparts;
      Third Party Beneficiaries* .
      This
      Agreement may be signed in any number of counterparts, each of which will be
      an
      original, with the same effect as if the signatures thereto and hereto were
      upon
      the same instrument. This Agreement will become effective when each Party hereto
      will have received a counterpart hereof signed by the other Party hereto. No
      provision of this Agreement is intended to confer upon any Person other than
      the
      Parties hereto any rights or remedies hereunder.





SECTION 11.10 . *Entire
      Agreement* .
      This
      Agreement (including the Schedules and Exhibits hereto) constitutes the entire
      agreement between the Parties with respect to the subject matter of this
      Agreement and supersedes all prior agreements, understandings and offers, both
      oral and written, between the Parties with respect to the subject matter of
      this
      Agreement.





SECTION 11.12 . *Applicable
      Law* .
      This
      Agreement is governed and interpreted in accordance with the laws of the
      Federative Republic of Brazil.





IN
      WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly
      executed by their respective authorized officers, as of the day and year first
      above written, in the presence of the two witnesses named below.






/s/
                Roberto Civita
            
            /s/
                Giancarlo F. CivitaROBERTO
                CIVITA
            
            GIANCARLO
                F. CIVITA/s/
                Victor Civita
            
            /s/
                Roberta A. CivitaVICTOR
                CIVITA
            
            ROBERTA
                A. CIVITAMIH
                (UBC) HOLDINGS BV




WITNESSES:




1)
            
            
            2)Name:
              ID:
            
            
            Name:
              ID:   17








EXHIBIT
      2.02





PERCENTAGE
      OF PURCHASE PRICE TO EACH OF THE SELLERS











Roberto
                Civita
            40%Giancarlo
                Francesco Civita
            20%Victor
                Civita
            20%Roberta
                Anamaria Civita
            20%








18





EXHIBIT
      2.03





SELLERS’
      BANK ACCOUNTS








ROBERTO
      CIVITA





-
      Account
      number at Citibank Brazil: 3580369





GIANCARLO
      FRANCESCO CIVITA





-
      Account
      number at Citibank Brazil: 6002811





VICTOR
      CIVITA





-
      Account
      number at Citibank Brazil: 6002803





ROBERTA
      ANAMARIA CIVITA





-
      Account
      number at Citibank Brazil: 3580350








19








SCHEDULE
      2.03





SHARES








Roberto
                Civita
            526,499Giancarlo
                Francesco Civita
            263,249Victor
                Civita
            263,249Roberta
                Anamaria Civita
            263,249


























20