Exhibit
      4.8




EXECUTION
      COPY








**SUBSCRIPTION
      AGREEMENT**




**dated
      as of**




**May
      5, 2006**




**among**




**ABRIL
      S.A.**




and




**MIH
      (UBC) HOLDINGS BV**




**ROBERTO
      CIVITA**




**and**




**GIANCARLO
      F. CIVITA**





















EXECUTION
        COPY


**SUBSCRIPTION
      AGREEMENT**




**SUBSCRIPTION
      AGREEMENT** (this
“ **Agreement** ”)
      dated
      May 5, 2006, among **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, herein represented in accordance with its corporate
      documents (the “ **Company** ”),
      and **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** ”), **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,
      and **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.





W
      I T N E
      S S E T H :





WHEREAS,
      the Control Group is the legal holder and registered owner of 9,576,531 shares
      of common stock and 9,576,530 shares of preferred stock of the Company,
      representing 86.2% and 86.2% of the total issued and outstanding shares of
      common stock and preferred stock, respectively;





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 Control Group 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,
      respectively;





WHEREAS,
      on the date hereof, MIH, the Control Group and the Company are entering into
      a
      stock purchase agreement for the purchase and sale of 1,316,246 shares of
      preferred stock of the Company, held by the Control Group, representing 11.8%
      of
      the total issued and outstanding shares of preferred stock;












WHEREAS,
      on the date hereof, MIH and Capital International are entering into a stock
      purchase agreement for the purchase and sale of 1,533,134 shares of common
      stock
      and 1,533,133 shares of preferred stock of the Company, held by Capital
      International, representing 13.8% and 13.8% of the total issued and outstanding
      shares of common stock and preferred stock, respectively; and





WHEREAS,
      MIH hereby agrees to subscribe for 2,289,041 shares of common stock and 972,795
      shares of preferred stock of the Company, for the aggregate subscription 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 Subscription Agreement and the Disclosure Schedule 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;





“ **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, 13.8% and 13.8% 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;





2






“ **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;





“ **CG
      Acquisition Shares** ”
means
      1,316,246 shares of preferred stock of the Company, representing 11.8% of the
      total issued and outstanding shares of common stock and preferred stock,
      respectively, owned by the Control Group;





“ **CG
      Stock Purchase Agreement** ”
means
      the stock purchase agreement, dated the date hereof, between MIH, the Control
      Group and the Company, for the purchase, by MIH, of the CG Acquisition
      Shares;





“ **Claim** ”
has
      the
      meaning set forth in Section 9.04 of this Agreement;





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





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





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





“ **Competitor** ”
means
      when used in connection with the question whether MIH is Controlled by a
      Competitor means (i) any Person that, directly or indirectly, is engaged in
      the
      Business in Brazil, and, as recorded in its financial statements for the
      preceding Fiscal Year, either had (a) consolidated revenues of at least 20%
      (twenty percent) of the consolidated revenues of the Group Companies, for the
      same period, or (b) revenues in any of the Business segments of such Person
      of
      at least 20% (twenty percent) of the revenues of the corresponding Business
      segment of the Group Companies for the same period (a “ **Competing
      Business** ”),
      (ii)
      any Person who owns more than 10% (ten percent) of the total issued and
      outstanding voting stock of a Competing Business, (iii) any Person who owns
      more
      than 20% (twenty percent) of the total issued and outstanding capital stock
      and
      have governance rights (such as, without limitation, board seats, veto or
      approval rights, right to appoint management) of a Competing Business.
      Competitor, when used in connection with any investment, shall mean any Person
      the main business activity of which directly and substantially competes with
      the
      activities conducted by a Group Company at the moment of such
      investment.





“ **Confidential**  **Information** ”
has
      the
      meaning set forth in Section 6.03 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 ;






3





“ **Control
      Group** ”
means
      the Parent Company and the Individual Shareholders;





“ **Disclosure
      Schedule** ”
means
      the Disclosure Schedule attached hereto, dated as of the date of this Agreement,
      delivered by the Company to MIH in connection with this Agreement;





“ **Environmental**  **Laws** ”
means,
      as in effect on the date hereof, all laws, rules, regulations, judgments,
      injunctions, orders or decrees relating to pollution or protection of the
      environment, including, without limitation, laws relating to the release or
      threatened release of Hazardous Substances into the indoor or outdoor
      environment (including, without limitation, ambient air, surface water,
      groundwater, land, surface and sub-surface strata) or otherwise relating to
      the
      manufacture, processing, distribution, use, treatment, storage, release,
      transport or handling of Hazardous Substances;





“ **Environmental**  **Permits** ”
has
      the
      meaning set forth in Section 3.17 of this Agreement;





“ **Financial**  **Statements** ”
has
      the
      meaning set forth in Section 3.07 of this Agreement;





“ **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;





“ **Group
      Companies** ”
means
      the Company and its Subsidiaries and “ **Group
      Company** ”
means
      any of them;





“ **Hazardous
      Substances** ”
means
      petroleum and petroleum products, by-products or breakdown products, radioactive
      materials, asbestos-containing materials, and any other chemicals, materials
      or
      substances regulated as toxic or hazardous or as pollutant, contaminant or
      waste
      under any applicable Environmental Laws;





“ **Indemnified**  **Parties** ”
has
      the
      meaning set forth in Section 9.01 of this Agreement;





“ **Indemnifying
      Shareholders** ”
means
      Mr. Roberto Civita and Mr. Giancarlo Francesco Civita;






4





“ **Individual
      Shareholders** ”
means
      Mr. Roberto Civita, Mr. Giancarlo Franceso Civita, Mr. Victor Civita and Mrs.
      Roberta Anamaria Civita;





“ **Insurance**  **Policies** ”
has
      the
      meaning set forth in Section 3.18 of this Agreement;





“ **Intellectual
      Property Rights** ”
means
      (i) trademarks, service marks, trade names, corporate names, logos, designs,
      slogans and general intangibles of like nature, together with all goodwill
      associated with the foregoing (including any registration and applications
      therefore); (ii) inventions, whether or not patentable, (iii) copyrights
      (whether or not registered) and registrations and applications for registration
      thereof, including all derivative works, moral rights, renewals, extensions,
      reversions or restorations associated with such copyrights, regardless of the
      medium of fixation or means of expression; (iv) URLs and internet domain names;
      (v) computer software, databases, technology, trade secrets and other
      confidential information (including pricing and cost information, business
      and
      marketing plans and customer and supplier lists), know-how (including
      manufacturing and production processes and techniques and research and
      development information), proprietary process, formulae, algorithms, models,
      user interfaces, customer lists, inventions, source codes, object codes,
      methodologies and all related confidential information;





“ **Knowledge
      of the Company** ”
means
      the actual knowledge, after due inquiry, of the Company’s chief executive
      officer, chief financial officer or chief legal officer and, with respect to
      the
      following business units, the head of the respective unit: publishing business,
      electronic distribution business and educational business;





“ **Lien** ”
means
      any mortgage, lien, pledge, charge, security interest, encumbrance, title
      defect, 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;





“ **Litigation** ”
has
      the
      meaning set forth in Section 3.12 of this Agreement;





“ **Losses** ”
has
      the
      meaning set forth in Section 9.01 of this Agreement;





“ **Material**  **Agreement** ”
has
      the
      meaning set forth in Section 3.10(b) of this Agreement;





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





“ **Parent
      Company** ”
means
      Ativic S.A.;





“ **Parties** ”
means
      the Company, MIH, the Parent Company and the Individual Shareholders; and
“ **Party** ”
means
      any of them;






5





“ **Permits** ”
has
      the
      meaning set forth in Section 3.13 of this Agreement;





“ **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;





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





“ **Registration
      Rights Agreement** ”
means
      the Registration Rights Agreement, entered into on the date hereof, between
      the
      Company, MIH (UBC) Holdings BV, MIH Brazil Participações Ltda. and the Control
      Group;





“ **Related**  **Party** ”
means
      the Parent Company, an Individual Shareholder, a spouse, parent, grandparent,
      descendant or sibling of an Individual Shareholder, any Person owning 20%
      (twenty percent) or more of the issued and outstanding capital stock of the
      Parent Company, MIH, an Affiliate of any of the foregoing, and any Person in
      which any of the foregoing owns, directly or indirectly, individually or
      together with any other of the foregoing, 20% (twenty percent) or more of the
      capital stock or other economic interests. “Related Party” shall not include (i)
      Mr. Richard Civita or his spouse or descendents. The parties agree that Abril
      Radiodifusão S.A., Editora Caras S.A. and Fundação Victor Civita shall each be
      deemed to be a Related Party for purposes of this Agreement;





“ **Shareholders’
      Agreement** ”
means
      the Shareholders’ Agreement of the Company, entered on the date hereof, between
      the Company, MIH and the Control Group;





“ **Subscription
      Common Shares** ”
has
      the
      meaning set forth in Section 2.01 of this Agreement;





“ **Subscription
      Preferred Shares** ”
has
      the
      meaning set forth in Section 2.01 of this Agreement;





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





“ **Subscription
      Shares** ”
means
      the Subscription Common Shares and the Subscription Preferred
      Shares;





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





“ **Taxes** ”
means
      all taxes, charges, fees, levies or other assessments imposed by any taxing
      authority, including, without limitation, income, gross receipts, sales, use,
      goods and services, capital transfer, bulk transfer, franchise, profits,
      license, withholding, payroll, employment, employer health, social
      contributions, social security, excise, estimated, severance, stamp, occupation,
      property, or other taxes, customs duties, fees, assessments or charges of any
      kind whatsoever, together with any interest and any penalties, additions to
      tax
      or additional amounts, including any amounts payable as a result of the
      application of monetary correction or any other similar factor imposed by any
      taxing authority;






6





“ **Tax**  **Returns** ”
means
      any report, return, document, declaration, schedule, or any other information
      or
      filing required to be supplied, including by electronic means or otherwise,
      to
      any Governmental Authority or jurisdiction with respect to Taxes including,
      without limitation, any amendments thereto; and





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


ARTICLE
      2





SUBSCRIPTION





SECTION 2.01. *Subscription*.
      Upon
      the terms and subject to the conditions of this Agreement, and upon the basis
      of
      the representations and warranties contained herein, the Company agrees to
      issue
      and MIH agrees to subscribe, on the date hereof, for 2,289,041 shares of common
      stock (the “**Subscription
      Common Shares**”)
      and
      972,795 shares of preferred stock (the “**Subscription
      Preferred Shares**”)
      of the
      Company, for the Subscription Price set forth in Section 2.02
      below.




SECTION 2.02. *Subscription
      Price.* (a) As
      consideration for the Subscription Shares, MIH agrees to pay to the Company
      the
      total subscription price of R$326,931,189.00 (the “ **Subscription
      Price** ”),
      corresponding, on the date hereof, to R$100.23 per Subscription Common Share
      and
      R$100.23 per Subscription Preferred Share, being R$20,092,909.76 allocated
      to
      the Company’s capital stock and R$306,838,279.24 allocated to capital stock
      reserve ( *reserva
      de capital* ).





(b)
      The
      Parties hereby agree that the proceeds of the Subscription Price allocated
      to
      capital stock reserve ( *reserva
      de capital* )
      shall
      not be applied to dividend distribution unless mutually agreed by the Parties.





SECTION 2.03. *Subscription
      Shares* .
      The
      Subscription Common Shares shall be shares of common stock of the Company,
      with
      full voting rights and will rank *pari
      passu* with the
      remainder of the Company’s common stock in all respects. The Subscription
      Preferred Shares shall be shares of preferred stock of the Company, without
      voting rights and will rank *pari
      passu* with the
      remainder of the Company’s preferred stock in all respects.






7





SECTION 2.04. *Waiver
      of Preemptive Rights* .
      The
      Control Group expressly waives any preemptive right it may have in relation
      to
      the issuance and subscription of the Subscription Shares.





SECTION 2.05. *Payment* .
      The
      Subscription Price shall be paid by MIH to the Company, by international wire
      transfer, in immediately available funds, to the bank account in Brazil
      indicated in Schedule 2.05 hereto attached.





ARTICLE
      3





REPRESENTATIONS
      AND WARRANTIES OF THE COMPANY





The
      Company represents and warrants to MIH 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 Disclosure Schedule. In this regard, any fact, act, item, contract,
      agreement, document or information listed, described, contained or disclosed
      in
      any Section of the Disclosure Schedule shall be deemed (a) listed, described,
      contained and disclosed in all other Sections of the Disclosure Schedule, even
      though not expressly set forth in such other Section, and (b) to qualify and
      except such other representation and warranties contained in this Article 3,
      whether or not a specific reference to the Disclosure Schedule is made in such
      other representation or warranty.





SECTION 3.01. *Existence
      and Power* .
      Each
      Group Company is duly organized, validly existing and in good standing under
      the
      laws of the Federative Republic of Brazil and has all corporate powers,
      governmental licenses, authorizations, permits, consents and approvals required
      to own its respective properties and to carry on its business as presently
      conducted. Section 3.01 of the Disclosure Schedule contains a copy of the
      amended and restated bylaws of the Company, as currently in effect.





SECTION 3.02. *Authorization,
      Binding Effect* .
      The
      Company 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 Company and
      is
      enforceable against it in accordance with its terms.




SECTION 3.03. *Governmental
      Authorization* .
      The
      execution, delivery and performance by the Company 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* .






8






SECTION 3.04. *Noncontravention* .
      Except
      as otherwise set forth in Section 3.04 of the Disclosure Schedule, the
      execution, delivery and performance by the Company of this Agreement and the
      consummation of the transactions contemplated hereby do not (i) violate the
      organizational documents or bylaws of any Group Company, (ii) assuming the
      filing required by the antitrust and telecommunications authorities is properly
      made, violate any material applicable law, rule, regulation, judgment,
      injunction, order or decree, (iii) except as set forth in Section 3.03 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 Group Company, or to a loss of any benefit to which
      a
      Group Company is entitled under any provision of any agreement or other
      instrument binding upon a Group Company, or (iv) except for any Lien created
      by
      the Transaction Documents, result in the creation or imposition of any Lien
      on
      any asset of any Group Company.





SECTION 3.05. *Capitalization*.
      (a) The
      capital stock of the Company, totally subscribed and paid in, is of
      R$136,871,060.48, comprised of 11,109,665 (eleven million, one hundred and
      nine
      thousand and six hundred and sixty five) shares of common stock and 11,109,663
      (eleven million, one hundred and nine thousand and six hundred and sixty three)
      shares of preferred stock. There are no (i) other outstanding shares (voting
      or
      not), other securities (voting or not) issued by the Company or other ownership
      interests of the Company, (ii) securities issued by the Company convertible
      into
      or exchangeable for shares of capital stock, voting securities or other
      ownership interests of the Company or (iii) options, warrants or other rights
      to
      acquire from the Company, or other obligation of the Company to issue any shares
      of capital stock, voting securities or securities convertible into or
      exchangeable for shares of capital stock, voting securities or other ownership
      interests of the Company. There are no outstanding obligations of the Company
      to
      repurchase, redeem or otherwise acquire any shares of its capital stock. The
      Subscription Shares, when issued and paid for as provided in this Agreement,
      will be duly authorized and validly issued, fully paid, non-assessable and
      free
      from any Liens.





(b)
      Section 3.05(b) of the Disclosure Schedule contains a table indicating the
      current ownership structure of the Company.





SECTION 3.06.  *Subsidiaries*.
      Section
      3.06 of the Disclosure Schedule lists the name and jurisdiction of organization
      of each Group Company, the equity stake owned, directly or indirectly, by the
      Company and the equity stake owned by any Group Company or its partners in
      each
      of the Group Companies. Except as otherwise set forth in Section 3.06 of the
      Disclosure Schedule, there are no options or other rights to acquire from any
      of
      the Group Companies, or other obligation of any Group Company to issue, any
      shares of capital stock, voting securities or securities convertible into or
      exchangeable for shares of capital stock, voting securities or other ownership
      interests of any Group Company. Except as otherwise set forth in Section 3.06
      of
      the Disclosure Schedule, the Company does not own any securities or other
      ownership interest in any Person, or any other investment in any Person (except
      for passive investments made in the ordinary course of treasury transactions),
      whether by means of a share purchase, capital contribution or otherwise,
      directly or indirectly, other than the Subsidiaries.





9






SECTION
      3.07. *Financial
      Statements* .
      Section
      3.07 of the Disclosure Schedule contains a copy of the audited consolidated
      financial statements of the Company for the fiscal year ended on December 31,
      2005 (the “ **Financial
      Statements** ”),
      which
      have been prepared in accordance with the Brazilian GAAP and consistent with
      the
      Company’s past practices and fairly present, in all material aspects, the
      financial condition, assets and liabilities and profit or loss of the Company
      as
      of such date and for the period covered thereby.





SECTION
      3.08. *Properties*.
      (a)
      Except as otherwise set forth in Section 3.08 of the Disclosure Schedule, the
      Group Companies have good and marketable, indefeasible, legitimate title, free
      and clear of any Liens, or, in the case of leased property and assets, have
      valid leasehold interests in, all property and assets (whether real, personal,
      tangible or intangible) of the Group Companies of which the book value or annual
      rental, respectively, exceeds R$1,000,000.00 (one million Reais) and of all
      assets of the Company and its Subsidiaries of which the acquisition cost exceeds
      R$1,000,000.00 (one million Reais) and all such properties and assets are in
      the
      possession or under control of the Group Companies.





(b)
      The
      properties and assets owned, leased or subleased or licensed by the Group
      Companies, or which they otherwise have the right to use, constitute all of
      the
      properties and assets used or held for use in connection with the businesses
      of
      the Group Companies and are adequate to conduct such businesses as currently
      conducted. All of the Group Companies’ properties and assets are in good working
      condition and repair, except for ordinary wear and tear.





SECTION 3.09. *Absence
      of Certain Changes* .
      (a) As
      from December 31, 2005, the Group Companies have conducted their business in
      the
      ordinary and usual course. In addition, since December 31, 2005 up to March
      31,
      2006, except as otherwise set forth in Section 3.09 of the Disclosure Schedule,
      there has been:





(i)
      no
      physical damage, destruction, loss or abandonment of any material asset or
      property of any Group Company;





(ii)
      no
      acquisition, sale, assignment, transfer, lease, sublease, license or other
      disposal of any material asset or property of any Group Company;






10





(iii)
      no
      material change in the management practices of any Group Company, or in the
      employment practices of any Group Company (including compensation, fringe
      benefits or any plan or other employee benefit);





(iv)
      no
      material change in the accounting policies and practices of the Group
      Companies;





(v)
      no
      creation of any Liens on all or any portion of any material asset or property
      of
      any Group Company;





(vi)
      except as otherwise set forth in Section 3.10(a) of the Disclosure Schedule,
      no
      material amendment, modification, alteration, failure to renew or termination
      of
      any Material Agreements;





(vii)
      no
      waiver of any material rights of any Group Company, nor any cancellation of
      any
      material claims, debts or accounts receivable owing to any Group Company, other
      than in the ordinary course of business;





(viii)
      no
      redemption of capital stock or declaration or payment of any dividends, interest
      on equity ( *juros
      sobre capital próprio* )
      or
      distributions (whether in cash, securities or other property) to the current
      holders of capital stock of any Group Company and no other forms of transfer
      of
      funds from any Group Company to its shareholders;





(ix)
      no
      issuance of shares of capital stock, notes, bonds or other securities,
      convertible or not into shares of capital stock, or any option, warrant or
      other
      right to acquire the same, or any other interest in any Group
      Company;





(x)
      no
      advance or capital contribution to or investment by any Group
      Company;





(xi)
      no
      entering into any joint venture or similar arrangement by any Group
      Company;





(xii)
      no
      entering into any form of financial agreement by any Group Company in an amount
      higher than R$1,000,000.00 (one million *Reais* );





(xiii)
      no
      revaluation of any tangible or intangible assets of any Group
      Company;





(xiv)
      no
      litigation, which has had or could have a material adverse effect on the Group
      Companies or their financial condition;





(xv)
      no
      material damage to any of the Group Companies’ assets or properties, or any
      other act or fact that could have a negative financial impact to any of the
      Group Companies’ business activities, exceeding, in the aggregate,
      US$15,000,000.00 (fifteen million United States Dollars);






11





(xvi)
      no
      material adverse change in the Group Companies’ financial condition, business,
      operations or prospects;





(xvii)
      no
      failure by any Group Company to pay its creditors in the ordinary course of
      business or to repay any loan capital in whole or in part as and when it fell
      due; and





(xviii)
      no commitment by any Group Company to do any of the foregoing.





(b)
      From
      March 31, 2006 to the date hereof, to the Knowledge of the Company, there has
      been no material adverse change in the Group Companies’ financial condition,
      business, operations or prospects.





SECTION 3.10. *Contracts* .
      (a)
      True and correct copies of all Material Agreements have been made available
      to
      MIH. All of the Material Agreements are valid, binding and in full force and
      effect and are enforceable against the applicable Group Company. Except as
      otherwise set forth in Section 3.10 of the Disclosure Schedule, with respect
      to
      each Material Agreement, no Group Company nor any other party thereto is in
      default and there is no event, occurrence, condition or act (including the
      Closing of the transaction contemplated herein) which, with the giving of notice
      or the lapse of time or both, would become a default by any of the Group
      Companies in any respect in the performance, observance or fulfillment of any
      of
      its obligations or covenants contained in any such Material Agreement and none
      of the parties to any such Material Agreement has indicated, in writing, any
      intention to terminate, rescind, avoid or repudiate such Material Agreement
      prior to the expiration of its term. Section 3.10(a) of the Disclosure Schedule
      contains a list of all Material Agreements.





(b)
      For
      the purposes of this Agreement, Material Agreement means any written contract,
      agreement, document, instrument, rental, lease, obligation, loan agreement,
      indenture, letter of credit, reimbursement agreement, mortgage, security
      agreement, franchise, guaranty, purchase order, bond, commitment and
      arrangement, in each case as amended, supplemented or otherwise modified, which
      a Group Company is a party to or bound by (i) which are a joint venture,
      shareholders’ or partnership arrangement or agreement or similar agreement or
      any agreement which purports to regulate, control or otherwise affect the voting
      or disposition of the shares of any Group Company, and (ii) pursuant to which
      claims or liabilities of R$1,000,000.00 (one million *Reais* )
      or more
      arise, per year, provided, however, that the international licensing agreements
      relating to the publication by a Group Company in Brazil of foreign publications
      and magazines and the Group Companies’ publications and magazines published
      outside of Brazil and all TV content agreements shall be considered Material
      Agreements irrespective of the amount involved.






12





(c)
      Section 3.10(c) of the Disclosure Schedule contains a list of all Related Party
      transactions that are currently in force. Except as disclosed in Section 3.10(c)
      of the Disclosure Letter, no Related Party is indebted to any Group Company
      for
      an amount equal to or greater than R$500,000.00 (five hundred thousand *Reais* ),
      or is
      a customer of any Group Company for an amount equal to or greater than
      R$500,000.00 (five hundred thousand *Reais* ),
      in the
      aggregate over any twelve-month period. No Group Company is indebted to any
      Related Party for an amount equal to or greater than R$500,000.00 (five hundred
      thousand *Reais* ).





SECTION 3.11. *Guaranties* .
      No
      Group Company has secured any third parties’ obligations.





SECTION
      3.12. *Litigation* .
      (a)
      Except as set forth in Section 3.12 of the Disclosure Schedule, no Group Company
      is engaged in, has pending or has been notified that it is the subject of any
      claim, action, suit, proceeding, complaint, investigation, inquiry, litigation,
      arbitration (collectively, “ **Litigation** ”)
      whether as plaintiff, defendant or otherwise (i) of civil nature over
      R$500,000.00 (five hundred thousand *Reais* ),
      (ii)
      relating to Taxes over R$1,000,000.00 (one million *Reais* ),
      (iii)
      of a labour nature over R$300,000.00 (three hundred thousand *Reais* ),
      (iv)
      of a social security nature over R$1,000,000.00 (one million *Reais* ),
      and
      (v) of any other nature over R$1,000,000.00 (one million *Reais* ).
      Except
      as disclosed in Section 3.12 of the Disclosure Schedule, no Group Company is
      subject to any judgment, injunction, order, decree or arbitration award
      involving an amount higher than R$1,000,000.00 (one million *Reais* ).





(b)
      There
      is no outstanding or pending or threatened Litigation against any Group Company
      or any of its respective material assets and properties before any court or
      arbitrator or any Governmental Authority that seeks to prevent the Company
      from
      entering into or implementing the transactions contemplated in this
      Agreement.





SECTION
      3.13. *Licenses
      and Permits*.
      Except
      as set forth on Section 3.13 of the Disclosure Schedule, (i) each material
      license, franchise, permit, certificate, approval or other similar authorization
      issued by a Governmental Authority affecting, or relating in any way to, the
      business of the Group Companies (collectively, the “**Permits**”)
      is
      valid and in full force and effect, (ii) to the Knowledge of the Company, no
      Group Company is in material default under, and no condition exists that with
      notice or lapse of time or both would constitute a material default under,
      any
      Permit and (iii) none of the Permits will be terminated or impaired or become
      terminable, in whole or in part, as a result of the transactions contemplated
      hereby. No Group Company is in violation of any applicable law or regulation
      which may have a material adverse effect on the ability of any Group Company
      to
      conduct its business as currently conducted.






13





SECTION
      3.14. *Intellectual
      Property Rights* .
      The
      Group owns or has licensed to it all material intellectual property rights
      used
      by and/or necessary for the Group Companies to conduct their businesses as
      currently conducted (the “ **Intellectual
      Property Rights** ”).
      The
      Company has adopted internal policies to prevent the misuse or unauthorized
      use
      of any Intellectual Property Right and the Group Companies respect all of such
      Intellectual Property Rights, except as otherwise would not have a material
      adverse effect to the applicable Group Company. To the Knowledge of the Company,
      there is no claim, action, suit, investigation or proceeding pending against
      the
      use by any Group Company of any Intellectual Property Right and no Group Company
      is in breach of any agreement or license for Intellectual Property Rights,
      unless otherwise indicated in Section 3.12(a) of the Disclosure
      Schedule.





SECTION 3.15. *Taxes* .
      (a)
      Except as set forth in Sections 3.12(a) and 3.15(a) of the Disclosure Schedule,
      or as would not otherwise have a material adverse effect on the Group Companies:
      (i) each Group Company has filed in a timely manner (or there has been filed
      on
      its behalf) with the appropriate Governmental Authorities all Tax Returns
      required to be filed by it and all such Tax Returns are true, complete and
      correct as filed; (ii) all Taxes required to be paid by each Group Company
      (including Taxes required to be deducted or withheld and paid over to a taxing
      authority) have been timely paid in full or are reflected as a Tax reserve
      on
      the Financial Statements or are being contested by the applicable Group Company;
      (iii) no administrative or court proceedings have formally been commenced or
      are
      presently pending with regard to any Taxes or any Tax Return of the Group
      Companies; (iv) there are no Liens for Taxes upon the assets of any Group
      Company; (v) no Group Company is a party to, is bound by, or has any obligation
      under any agreement or arrangement providing for the allocation, sharing or
      indemnification of Taxes or is otherwise obligated to indemnify any party for
      any Taxes; and (vi) no Group Company has requested an extension of time within
      which to file any Tax Return in respect of any taxable year, which Tax Return
      has not since been filed.





(b)
      The
      Company has established provisions, to the extent required by Brazilian GAAP,
      for all Taxes due with respect to the period until the date of the Financial
      Statements.





SECTION
      3.16. *Employee
      Matters* .
      (a)
      There is no material liability of any kind with respect to amounts withheld
      or
      deducted amounts from employees' earnings, for the period ending on or the
      date
      hereof. The Group Companies are in compliance with all Brazilian federal, state,
      municipal and other material labour laws and regulations, except as otherwise
      would not have a material adverse effect on the Group Companies.






14





(b)
      There
      is no (and there has not been during the last five years) labour strike, slow
      down or stoppage against or affecting any Group Company.





(c)
      The
      Company has established provisions, to the extent required by Brazilian GAAP,
      for all labour obligations, dues and liabilities with respect to the period
      until the date of the Financial Statements.





SECTION
      3.17 . *Environmental
      and Health and Safety Matters* .
      To the
      Knowledge of the Company, each Group Company has been in compliance, in all
      material respects, with all applicable Environmental Laws. The Group Companies
      have applied for and received all permits required under Environmental Laws
      for
      their respective assets and business (“ **Environmental
      Permits** ”),
      except as would not otherwise have a material adverse effect on the Group
      Companies. There are no pending claims in writing by any Governmental Authority
      or any other person in respect of Environmental Laws affecting the Group
      Companies or their businesses. The Company has not received any written notice
      of any violations of any Environmental Laws or any written warning notices,
      administrative complaints, judicial complaints or other formal notices from
      any
      person alleging that conditions of the business are in violation of any
      Environmental Laws. To the Knowledge of the Company, there is currently no
      treatment, storage, disposal, discharge or other type of release of Hazardous
      Substances on property owned or leased by the Group Companies which has resulted
      in contamination of such real properties.





SECTION
      3.18. *Insurance* .
      The
      Group Companies keep their material properties and assets insured based on
      management policies and in a manner consistent with their past practices,
      against such risks as are in accordance with good commercial practices. Section
      3.18 of the Disclosure Schedule contains a list of the insurance policies or
      programs relating to the operations, properties and assets of the Group
      Companies in effect as of the date hereof with coverage exceeding R$1.000.000,00
      (one million Reais) (“ **Insurance
      Policies** ”).
      All
      of such Insurance Policies (i) are in full force and effect; and (ii) secure
      coverage in amounts and against all risks that are customary for the operation
      of the businesses of the Companies Group. All of such Insurance Policies will
      not terminate or lapse by reason of any of the transactions contemplated hereby.
      No Group Company is in default in any material respect with respect to its
      obligations under any of such Insurance Policies.





SECTION 3.19. *Brokers
      and Finders* .
      The
      Company has engaged JP Morgan as its financial adviser in connection with the
      transaction contemplated in this Agreement. The Company shall bear 50% (fifty
      percent) of the expenses, including any commission or fee, to be paid to such
      financial adviser in connection with this Agreement.





SECTION 3.20. *Capital
      International Transaction Documents* .
      Immediately prior to the Closing of the transaction contemplated in this
      Agreement, 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 a Group Company and/or any member of
      the
      Control Group, and on the other hand, Capital International, any fund managed
      by
      or on behalf of Capital International, Capital International Inc. or any
      Subsidiaries thereof have been terminated and have no further force and effect,
      and any and all parties thereto 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.






15





SECTION
      3.21.  *No
      Other Representations and Warranties* .
      Except
      for the representations and warranties contained in this Article 3, the Company
      does not make any representation or warranty, express or implied, to MIH, as
      to
      any matter.





ARTICLE
      4





REPRESENTATIONS
      AND WARRANTIES OF THE INDEMNIFYING SHAREHOLDERS





SECTION
      4.01.  *Best
      Knowledge of the Indemnifying Shareholders.* Each
      of
      the Indemnifying Shareholders, joint and severally, represents and warrants
      to
      MIH that, to the best of their knowledge, after due inquiry, neither of them
      is
      aware of any fact, information, act, omission, event or circumstance which
      would
      make any of the representations and warranties contained in Article 3 untrue
      or
      incorrect.





ARTICLE
      5





REPRESENTATIONS
      AND WARRANTIES OF MIH





MIH
      represents and warrants to the Company that each of the following
      representations and warranties is, as of the date hereof, true and correct
      and
      in full force and effect.





SECTION 5.01. *Existence*.
      MIH 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 5.02. *Authorization,
      Binding Effect* .
      MIH 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 MIH and is enforceable
      against MIH in accordance with its terms.






16





SECTION 5.03. *Governmental
      Authorization*.
      The
      execution, delivery and performance by MIH 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.





SECTION 5.04. *Noncontravention*.
      The
      execution, delivery and performance by MIH 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, (iii) except as set forth in Section 5.03 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 or (iv) violate any contract, agreement or obligation
      entered into by MIH on or prior to the date hereof.





SECTION 5.05. *Litigation*.
      There
      is no outstanding, pending or threatened Litigation against MIH or any of its
      assets and properties before any court or arbitrator or any Governmental
      Authority that seeks to prevent MIH from entering into or implementing the
      transactions contemplated in this Agreement.





SECTION
      5.06. *Ownership
      of Interests in Third Parties* .
      MIH is
      not directly or indirectly Controlled by any (i) Competitor, (ii) state-owned
      or
      state-controlled enterprise, any nation or government (in the federal, state
      or
      local levels, or any other political subdivision thereof), or (iii) individual
      or entity, authority or body exercising executive, legislative, judicial,
      regulatory or administrative functions of or pertaining to any of such
      government, or nation, including any governmental authority, agency, department,
      board, commission, company, corporation, trust or similar structure or entity
      that is Controlled by any of the foregoing. MIH does not own any shares of
      capital stock, voting securities or securities convertible into or exchangeable
      for shares of capital stock, voting securities or other ownership interests
      in
      any Competitor.





SECTION
      5.07. *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
      Company (and of its respective representatives and advisors).






17





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





SECTION
      5.09. *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 Subscription
      Shares.





SECTION 5.10. *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.





ARTICLE
      6




COVENANTS
      OF ALL PARTIES





SECTION 6.01. *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 Company agree 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
      Company shall cooperate in obtaining any information required for the CADE
      filing and to supply any information requested by any of the antitrust
      authorities. MIH will bear the costs in connection with the CADE
      filing.





SECTION 6.02. *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
      6.03.  *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.






18





(b)
      From
      and after the date hereof, the Parties agree to hold, and to 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 6.04. *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.





SECTION 6.05. *Insurance
      Coverage* .
      The
      Company has agreed that it will, within 30 days after the Closing Date, initiate
      a review of the insurance policies and programs relating to the operations,
      properties and assets of the Group Companies currently in effect and, if deemed
      necessary, procure that the Group Companies increase their insurances so as
      to
      ensure that all material assets of the Group Companies of an insurable nature
      are insured in such amounts and against such risks as are in accordance with
      good and prudent commercial practice.





19








ARTICLE7





CONDITIONS
      TO CLOSING





SECTION 7.01. *Conditions
      to Obligations of the Parties.*The
      obligation of each Party to carry out its respective actions at Closing is
      subject to the fulfillment 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 Purchase of the CG Acquisition Shares. The Parties to the CG
      Stock Purchase Agreement shall have executed the CG Stock Purchase Agreement
      and
      shall be in a position to close the purchase of the CG Acquisition Shares
      simultaneously with the transaction contemplated in this Agreement.





SECTION 7.02. *Simultaneous
      transaction 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.




ARTICLE
      8





CLOSING





SECTION
      8.01.  *Closing* .
      The
      subscription of the Subscription Shares and payment of the Subscription 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 8 shall be
      deemed to have occurred simultaneously.





SECTION
      8.02.  *Actions
      by the Company and the Control Group at Closing* .
      On the
      Closing Date, the Company and the Control Group, as the case may be, shall
      take
      the following actions:





(i)
      Execute and deliver this Agreement;





(ii)
      Attend the General Shareholders’ Meeting of the Company for the issuance and
      subscription of the Subscription Shares, election of MIH designated members
      to
      the Board of Directors of the Company and other related
      resolutions;





(iii)
      Issue and register the Subscription Shares in the Company’s Share Registry
      Book;






20





(iv)
      Execute and deliver the CG Stock Purchase Agreement;





(v)
      Execute and deliver the Registration Rights Agreement;





(vi)
      Execute and deliver the Shareholders Agreement; and





(vii)
      Deliver to MIH an opinion of counsel to the Control Group and the Company
      confirming the enforceability and validity of the Transaction
      Documents.





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





(i)
      Execute and deliver this Agreement;





(ii)
      Attend the General Shareholders’ Meeting of the Company for the issuance and
      subscription of the Subscription Shares, election of MIH designated members
      to
      the Board of Directors of the Company and other related
      resolutions;





(iii)
      Execute and deliver the *Boletim
      de Subscrição* for the
      subscription of the Subscription Shares;





(iv)
      Pay
      the Subscription Price;





(v)
      Execute and deliver the CG Stock Purchase Agreement;





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





(vii)
      Execute and deliver the Shareholders Agreement.





ARTICLE
      9





INDEMNIFICATION





SECTION
      9.01.*Indemnification*.
      Subject
      to Sections 9.02 and 9.03 below, the Company hereby agrees to indemnify and
      hold
      MIH 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**”)
      actually and effectively incurred or suffered by any of the Indemnified Parties,
      that is exclusively and directly related or connected to or results from (i)
      any
      breach of any representations and warranties contained in Articles 3 and 4
      hereof; and/or (ii) any breach by the Control Group and/or the Company of any
      covenant or agreement contained in this Agreement. The Company shall not be
      liable to any Indemnified Party for any Losses arising from a breach of any
      of
      the representations and warranties contained in Articles 3 and 4 above 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 Section of the Disclosure Schedule
      attached hereto as an exception to any of the representations and warranties
      (it
      being agreed and understood that the disclosure of any act or 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 any Section of the Disclosure Schedule, 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 on the part of the
      Company pursuant to this Agreement.





21






SECTION
      9.02.  *Survival
      of Indemnification Obligations* .
      The
      right to claim for any indemnification due under this Agreement shall remain
      in
      full force and effect for the following terms:





(i)
      with
      respect to any and all Losses resulting from Tax related liabilities, for a
      maximum period of 5 (five) years as of the date hereof, provided that such
      Tax
      related Loss results from acts or omissions, facts, events or circumstances
      of
      which the taxable event or origin occurred up to and including the date
      hereof;





(ii)
      with
      respect to any and all Losses resulting from labour related liabilities, for
      a
      maximum period of 2 (two) years as of the date hereof, provided that such labour
      related Loss results from acts or omissions, facts, events or circumstances
      occurred up to and including the date hereof; and





(iii)
      with respect to any and all Losses resulting from civil, commercial or
      liabilities of any other nature, for a maximum period of 3 (three) years as
      of
      the date hereof, provided that such other Loss results from acts or omissions,
      facts, events or circumstances occurred up to and including the date
      hereof.





(b)
      For
      the avoidance of doubt, the indemnification obligation set forth in this Article
      9 shall encompass all Losses that are the subject matter of claims filed within
      the time limits established in Section 9.02(a) above, notwithstanding the fact
      that the obligation to make payments or disbursements only becomes enforceable
      after such dates.





SECTION
      9.03.  *Limits
      on Indemnification* .
      (a) The
      indemnification provided in this Section 9 shall be the sole and exclusive
      remedy of any Indemnified Party (and any of their Affiliates) against the
      Company with respect to any breach of any representation and warranty contained
      in Articles 3 and 4 above, or covenant of the Company or the Control Group
      in
      this Agreement, and the issuance and subscription of the Subscription Shares
      contemplated hereby, except in respect of any available injunctive or other
      similar non-monetary relief or remedies.





22






(b)
      The
      Company’s total indemnification liability to the Indemnified Parties with
      respect to all Losses indemnifiable under this Agreement shall be limited to
      the
      maximum amount of US$155,000,000.00 (one hundred and fifty million United States
      Dollars), already including the effects of the Adjustment to Reflect MIH’s
      Ownership and the Gross-up. The Company’s obligation to indemnify the
      Indemnified Parties shall be triggered only if and when the amount of the
      Losses, including the Adjustment to Reflect MIH’s Ownership and the Gross-up,
      exceeds US$5,700,000.00 (five million and seven hundred thousand United States
      dollars); provided, however, that if the aggregate amount of the Losses exceeds
      such figure, the Company shall only be liable to the amounts that exceed that
      figure. No Loss shall count towards the above threshold if the amount of the
      Loss does not exceed US$75,000.00 (seventy-five thousand United States dollars),
      already including the effects of the Adjustment to Reflect MIH’s Ownership, save
      that claims relating to a series of connected matters shall be aggregated for
      this purpose. Any indemnity payment due hereunder which shall be made by the
      Company to the Indemnified Party shall be calculated in accordance with the
      following formula:





I
                =
            (L***PEI)(1
                - PEI)





Where:





I:
      is the
      indemnification amount to be paid to the Indemnifiable Party
      hereunder;





L:
      is the
      total amount of a Loss incurred; and





PEI:
      is
      the total percentage of the equity interests of the Company held by MIH on
      the
      day of payment by the Company.





In
      addition, “ **Adjustment
      to Reflect MIH’s Ownership** ”
means
      L*PEI and “ **Gross-up** ”
means
      1-PEI.





(c)
      The
      amount of any indemnification due hereunder shall be reduced by (i) the amount
      of any insurance or other proceeds with respect thereto that are paid to the
      Company (or to any Subsidiary thereof) with respect to the applicable Loss,
      (ii)
      any indemnity, contribution or other similar payment actually made to the
      Company (or to any Subsidiary thereof) by any third party with respect to the
      applicable Loss.





SECTION
      9.04 . *Payment
      of Losses* .
      (a) The
      Company shall, immediately after having knowledge of any act or fact that could
      give rise to an indemnification under this Article 9, send a written notice
      to
      MIH to that effect. MIH shall then have 30 days to respond to such notice
      stating whether it wishes to institute an indemnification claim and, if so,
      shall include reasonable details of the nature and basis for such
      indemnification claim and the total amount thereof. Upon receipt of such
      response notice, the Company shall have 10 Business Days to either pay or
      contest the payment of the indemnification claimed. If (A) the Company contests
      the payment of the indemnification claimed, or (B) the claim relates to any
      legal action or administrative proceeding involving any of the Group Companies,
      the Company shall only be required to pay any such indemnification within 10
      Business Days counted as of the date on which a final and non-appealable
      decision or arbitral award is rendered with respect thereto. All payments 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.






23





(b)
      Failure by the Company to deliver such notice in terms of Section 9.04(a) above
      to MIH shall suspend the running of the survival period set forth in Section
      9.02 above until the date on which the Company notifies MIH with respect to
      any
      act or fact that could give rise to an indemnification and will have to further
      indemnify MIH for any additional Losses that such a delay may have caused.
      Failure by MIH to deliver such response notice within the 30-day period will
      be
      considered as a waiver of its right to indemnification with respect to the
      specific claim.





SECTION 9.05. *MIH
      Indemnification* .
      MIH and
      its shareholders shall defend, indemnify and hold the Company 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 5 hereof; and/or (ii)
      any
      breach by MIH of any covenant or agreement contained in this Agreement. The
      procedures set forth in Section 9.04 shall apply equally to any indemnification
      obligation of MIH, *mutatis
      mutandis* ,
      interchanging “Company” for “MIH” where such terms appear in Section
      9.04.





SECTION 9.06. *Indemnification
      by the Indemnifying Shareholders* .
      The
      Indemnifying Shareholders shall, jointly and severally, indemnify and hold
      the
      applicable Indemnified Party, harmless from any and all Losses actually and
      effectively incurred or suffered by any of the Indemnified Parties, that are
      exclusively and directly related or connected to or result from any breach
      of
      any representations and warranties contained in Articles 3 and 4 hereof,
      provided, however, that the Indemnifying Shareholders’ obligation to indemnify
      shall only be triggered to the extent that the Company failed to timely pay
      an
      indemnification that is due by it under this Article 9. The Indemnifying
      Shareholders shall not be liable to any Indemnified Party for any Losses arising
      from a breach of any of the representations and warranties contained in Articles
      3 and 4 above 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 Section of
      the
      Disclosure Schedule 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 any Section of the Disclosure
      Schedule 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
      on the part of the Indemnifying Shareholders pursuant to this
      Agreement.






24





SECTION 9.07. *Procedure
      for Indemnification by the Indemnifying Shareholders* .
      Notwithstanding anything to the contrary herein contained, the indemnification
      obligation of the Indemnifying Shareholders shall only be triggered if the
      Company failed to timely pay any indemnity due hereunder. Subject to the
      provisions of Sections 9.03, 9.04 and 9.06 above and of Section 9.08 below,
      the
      Indemnifying Shareholders shall indemnify the Indemnifiable Party within 15
      Business Days as of the date on which the Indemnifying Shareholders receive
      written notice from such Indemnified Party requesting such indemnification
      and
      confirming that the Company failed to timely make the payment of an
      indemnification that was due by it in accordance with the terms of this
      Agreement. The  right
      to
      claim for any indemnification against the Indemnifying Shareholders under the
      terms of this Agreement shall remain in full force and effect for the terms
      set
      forth in Section 9.02 above.





SECTION 9.08. *Limit
      on Indemnification by the Indemnifying Shareholders* .
      Notwithstanding anything to the contrary herein contained, the total
      indemnification liability of the Indemnifying Shareholders to the Indemnified
      Parties with respect thereto shall be limited to the maximum amount of ten
      million United States Dollars (US$10,000,000.00). Such an amount will reflect
      the Adjustment to Reflect MIH’s Ownership on the date of payment by the
      Indemnifying Shareholders but will not reflect the Gross-up (both as defined
      in
      Section 9.03 above) not be subject to any gross-up provisions contained
      hereinabove and will only reflect the percentage of Equity Interests of the
      Company held by MIH on the day of payment by the Indemnifying Shareholders.
      MIH
      further agrees that the Indemnified Parties (or any of their Affiliates) shall
      not have recourse with respect to any indemnification set forth hereunder
      against the other members of the Control Group. The indemnification provided
      in
      this Section 9 shall be the sole and exclusive remedy of any Indemnified Party
      (and any of their Affiliates) against the Indemnifying Shareholders with respect
      to any breach of any representation and warranty contained in Articles 3 and
      4
      above in this Agreement.






25





ARTICLE
      10





TERMINATION





SECTION 10.01. *Right
      to Terminate* .
      This
      Agreement may not be terminated except by the mutual written consent of the
      Parties.





SECTION 10.02. *Remedies* .
      After
      the Closing has taken place, the indemnification rights provided for in Article
      9 of this Agreement shall be the sole and ultimate 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
      11





DISPUTE
      RESOLUTION





SECTION
      11.01 . *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 Company 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
      defenses 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.






26





ARTICLE
      12





MISCELLANEOUS





SECTION 12.01. *Binding
      Effect* .
      This
      Agreement will be binding and inure to the benefit of the Parties, their
      respective legal successors and permitted assignees.





SECTION
      12.02 . *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
      Subscription Shares in a capital increase of a wholly-owned Brazilian
      subsidiary.





SECTION
      12.03 . *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
      12.04 . *Waiver;
      Amendment* .
      (a) No
      failure or 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
      12.05 . *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
      HC
      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






27





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
      Company:





Abril
      S.A.


Av.
      das
      Nações Unidas, 7221, 25 floor


São
      Paulo
      - SP - Brazil


Fax
      No.:
      (+55 11) 3037-2115


Attn.:
      Mr. Arnaldo Figueiredo Tibyriçá - General Counsel


e-mail:
      atibyrica@abril.com.br





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 12.05, the addresses above.





SECTION
      12.06 . *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
      12.07 . *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 12.08. *Conversion
      Rate* .
      Except
      for the Subscription Price, all amounts in this Agreement expressed in United
      States dollars shall be converted into *Reais* ,
      and *vice-versa* ,
      by the
      average of the purchase and sale rates for United States dollars published
      by
      the Central Bank of Brazil on the Business Day 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* .






28





SECTION
      12.09 . *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
      12.10 . *Entire
      Agreement* .
      This
      Agreement (including the Disclosure Schedule and Exhibits hereto) constitute
      the
      entire agreement between the Parties with respect to the subject matter of
      this
      Agreement and supersede all prior agreements, understandings and offers, both
      oral and written, between the Parties with respect to the subject matter of
      this
      Agreement.





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





SECTION 12.12.
      Initials. The Parties hereby appoint the nominees below to initial the
      Disclosure Schedule on their behalf:





(i)
      On
      behalf of the Company, Mr. Roberto Civita and Mr. Giancarlo Francesco Civita:
      (a) Diana Pacífico Henne and/or (b) Joana Franklin de Araújo.





(ii)
      On
      behalf of MIH: (a) Marcelo Sampaio Góes Ricupero and/or Luís Guilherme Bonazza
      Teixeira.





IN
      WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly
      executed in 2 copies of equal content, by their respective authorized officers,
      as of the day and year first above written, in the presence of the two witnesses
      named below.






ABRIL
                S.A.
              
              ABRIL
                S.A./s/
                  Roberto Civita
              
              /s/
                  Giancarlo CivitaROBERTO
                CIVITA
              
              GIANCARLO
                CIVITA







29







Signature
                page of the Subscription Agreement, dated May 5, 2006, among Abril
                S.A.,
                MIH (UBC) Holdings BV, Roberto Civita and Giancarlo Francesco
                CivitaMIH
              (UBC) HOLDINGS BV






WITNESSES:1)
                  ________________________
                Name:
                ID:
              
              2)
                  ________________________
                Name:
                ID:







30