Exhibit
      4.7





EXECUTION
      COPY








**STOCK
      PURCHASE AGREEMENT**




**dated
      as of**




**May
      5, 2006**




**among**




**MIH
      BRAZIL PARTICIPAÇÕES LTDA.**




**BRAZIL
      APRIL LLC**





**and**





**BRAZIL
      MAY LLC**

























**STOCK
      PURCHASE AGREEMENT**




**STOCK
      PURCHASE AGREEMENT** (this
“ **Agreement** ”)
      dated
      May 5, 2006 between, on one side, **MIH
      Brazil Participações Ltda.** ,
      a
      company organized under the laws of the Federative Republic of Brazil, with
      head
      offices in the city of São Paulo, State of São Paulo, at Al. Joaquim Eugênio de
      Lima, 447, 6 th floor,
      room 9, enrolled before the Legal Entities Taxpayers’ Registry (CNPJ) under No.
      07.921.963/0001-77, herein represented in accordance with its corporate
      documents (“ **MIH** ”
or
      the
“ **Buyer** ”),
      and,
      on the other side, **BRAZIL
      APRIL LLC** ,
      a
      limited liability company organized and existing under the laws of the State
      of
      Delaware, United States of America, with head offices at 135 South State College
      Blvd, Brea, California, United States of America, enrolled before the Legal
      Entities Taxpayers’ Registry (CNPJ) under No. 06.300.168/0001-07, herein
      represented in accordance its corporate documents, and **BRAZIL
      MAY LLC** ,
      a
      limited liability company organized and existing under the laws of the State
      of
      Delaware, United States of America, with head offices at 135 South State College
      Blvd, Brea, California, United States of America, enrolled before the Legal
      Entities Taxpayers’ Registry (CNPJ) under No. 06.300.167/0001-54, herein
      represented in accordance its corporate documents (Brazil May LLC together
      with
      Brazil April LLC are jointly referred to as the “ **Sellers** ").








W
      I T N E
      S S E T H :





WHEREAS,
      the Sellers are the legal holder and registered owner of 1,533,134 shares of
      common stock and 1,533,133 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** ”),
      representing 13.8% and 13.8% of the total issued and outstanding shares of
      common stock and preferred stock of the Company, respectively (the “ **Shares** ”);





WHEREAS,
      MIH desires to acquire an equity stake of 30% of the Company’s voting and total
      capital stock, though 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 the Control Group
      (as
      defined below);





WHEREAS,
      on the date hereof, MIH, the Control Group and the Company are entering into
      a
      subscription agreement for the subscription on the date hereof, by MIH, of
      2,289,041 shares of common stock and 972,795 shares of preferred stock of the
      Company;















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 on the date hereof, held by the Control Group,
      representing 11.8% of the total issued and outstanding shares of preferred
      stock
      of the Company; and





WHEREAS,
      MIH hereby agrees to purchase from the Sellers and the Sellers agree to sell
      and
      transfer to MIH the Shares on the date hereof, 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 exhibits attached hereto;





“ **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;





“ **Buyer** ”
means
      MIH Brazil Participações Ltda.;





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





“ **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 preferred stock of the Company,
      respectively, owned by the Control Group and the subject of the CG Stock
      Purchase Agreement;





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





“ **Control
      Group** ”
means
      Ativic S.A., Mr. Roberto Civita, Mr. Giancarlo F. Civita, Mr. Victor Civita
      and
      Mrs. Roberta A. Civita;






2





“ **Claim** ”
has
      the
      meaning set forth in Section 8.02 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.;





“ **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, title
      defect, objections, rights of first refusal, options or other restriction of
      any
      kind, or any other right in favour of or claim by, any third party of whatsoever
      nature;





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





“ **MIH** ”
means
      MIH Brazil Participações Ltda.;





“ **Parties** ”
means
      the Company, 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;





“ **Sellers** ”
means
      Brazil April LLC and Brazil May LLC;





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






3





“ **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 of the Company, respectively, owned by
      the
      Sellers and the subject of the purchase and sale contemplated in this
      Agreement;





“ **Subscription
      Agreement** ”
means
      the subscription agreement, dated the date hereof, between MIH, the Sellers
      and
      the Company, for the subscription, by MIH, of the Subscription
      Shares;





“ **Subscription
      Shares** ”
means
      2,289,041 shares of common stock and 972,795 shares of preferred stock of the
      Company, to be issued by the Company and subscribed by MIH on the Closing
      Date;





“ **Transaction**  **Documents** ”
means
      this Agreement, the CG Stock Purchase Agreement, the Subscription Agreement,
      the
      Shareholders’ Agreement of the Company, to be entered into between MIH, MIH
      (UBC) Holdings BV, the Control Group and the Company on the Closing Date and
      the
      Registration Rights Agreement to be entered into between MIH, MIH (UBC) Holdings
      BV, the Control Group and the Company on the Closing Date.


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, 1,533,134 shares of common stock and 1,533,133 shares
      of preferred stock of the Company (the “**Shares**”),
      representing 13.8% and 13.8% of the total issued and outstanding shares of
      common stock and preferred stock of the Company, respectively, on a fully
      diluted basis, for the Purchase Price set forth in Section 2.02
      below.




SECTION 2.02. *Purchase
      Price* .
      As
      consideration for the Shares, the Buyer agrees to pay to the Sellers the
      purchase price of US$ 58.214109 per Share of common stock and the purchase
      price
      of US$ 58.214109 per Share of preferred stock, corresponding to a total amount
      of US$ 178,500,000.00 (the “ **Purchase
      Price** ”).





SECTION 2.03. *Payment* .
      The
      Purchase Price shall be paid by the Buyer to the Sellers in United Stated
      dollars, by international wire transfer ( *contrato
      de câmbio* ),
      in
      immediately available funds, to the bank accounts set forth on Schedule 2.03
      (the “ **Sellers’
      Bank Accounts** ”).
      The
      Buyer shall be solely liable for any costs and expenses incurred by the Buyer
      in
      connection with any transfers of money into and/or out of Brazil that are made
      by the Buyer in relation to the payment of the Purchase Price, including,
      without limitation, those related to the foreign exchange
      transaction




4




that
      will be entered into by the Buyer in order to
      remit the Purchase Price from Brazil to the Sellers’ Bank Accounts. The Purchase
      Price will be distributed among the Sellers in accordance with the proportion
      of
      Shares sold by each of them as set forth on Schedule 2.03.




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, the purchase and sale of the CG
      Acquisition Shares and the subscription of the Subscription Shares.





SECTION 2.05. *Taxes* .
      The
      Parties agree that the Sellers shall be solely liable for the payment of the *Imposto
      de Renda sobre Ganho de Capital* (capital
      gain income tax) payable in Brazil. The Parties further agree that should a
      withholding be required to be made by the Buyer in Brazil from the Purchase
      Price in connection with the abovementioned Brazilian capital gain income tax,
      the amount of such withholding will be calculated and determined by the Sellers.
      The Sellers will in writing instruct the Buyer to withhold such amount, as
      so
      determined by the Sellers, and shall send to the Buyer its pro forma calculation
      of the amount of the withholding in the form of communication attached hereto
      as
      Schedule 2.05. The Sellers will hold the Buyer harmless and indemnified from
      any
      claims from the Brazilian *Secretaria
      da Receita Federal* or
      any
      other Governmental Authority ** that
      may
      arise out of such determination. The Parties agree, finally, that the Buyer
      shall be solely liable for the payment of any *Contribuição
      Provisória sobre Movimentação Financeira - CPMF* -
      that is
      assessed on any transfers of money that are made by the Buyer or its Affiliates
      in connection with the payment of the Purchase Price to the
      Sellers.





ARTICLE
      3





REPRESENTATIONS
      AND WARRANTIES OF THE SELLERS





Each
      of
      the Sellers, with respect to itself only and not jointly, 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:





SECTION 3.01. *Existence* .
      The
      Sellers are duly organized, validly existing and in good standing under the laws
      of their jurisdiction of organization.





SECTION 3.02. *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 have 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 each of the Sellers and is enforceable against each such Seller
      in accordance with its terms.






5







SECTION 3.03. *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 3.04. *Noncontravention* .
      The
      execution, delivery and performance by each of the Sellers of this Agreement
      and
      the consummation of the transactions contemplated hereby do not and will not
      (i) violate the organizational documents or bylaws of the Sellers (ii)
      assuming any filing required by the antitrust and telecommunications authorities
      properly made, violate any material applicable law, rule, regulation, judgment,
      injunction, order or decree, or (iii) result in the creation or imposition
      of
      any Lien on the Shares.





SECTION 3.05. *Ownership
      of the Shares*.
      Each of
      the Sellers is the sole record and beneficial owner of the Shares. The Shares
      constitute 100% of the equity holdings in the Company of the Sellers and the
      Sellers do not hold other shares (voting or not), other securities (voting
      or
      not) issued by the Company or other ownership interests of the Company,
      securities issued by the Company convertible into or exchangeable for shares
      of
      capital stock, voting securities or other ownership interests of the Company
      or
      options or other rights to acquire from the Company or from the shareholders
      of
      the Company 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. 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 3.06. *Litigation* .
      There
      is no action, suit, investigation or proceeding pending against the Sellers
      before any court or arbitrator or any Governmental Authority, which in any
      manner challenges or seeks to prevent, alter or materially delay the transaction
      contemplated by this Agreement.





SECTION 3.07. *Capital
      International transaction documents* .
      Immediately prior to the transfer of the Shares to the Buyer hereunder, each
      and
      all 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 or any of its Subsidaries and/or
      any
      of the members of the Control Group, and, on the other hand, the Sellers, any
      fund managed and/or controlled by or on behalf of the Sellers, Capital
      International, Inc. or any Subsidiaries thereof, the Sellers and any of their
      Affiliates 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.






6





SECTION
      3.08.  *No
      Other Representations and Warranties* .
      Except
      for the representations and warranties contained in this Article 3, 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 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 Federative Republic of Brazil.





SECTION 4.02. *Authorization,
      Binding Effect* .
      The
      execution, delivery and performance by the Buyer of this Agreement and the
      consummation of the transactions contemplated hereby are within the powers
      of
      the Buyer and have been duly authorized by all necessary action on the part
      of
      the Buyer. 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.





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, (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) require any consent
      or other action by any Person or violate any contract, agreement or obligation
      entered into by the Buyer on or prior to the date hereof.





SECTION 4.05. *Litigation*.
      There
      is no action, suit, investigation or proceeding pending against MIH before
      any
      court or arbitrator or any Governmental Authority, which in any manner
      challenges or seeks to prevent, alter or materially delay the transaction
      contemplated by this Agreement.





SECTION
      4.06. *Financial
      Capacity.* MIH
      has
      the financial capacity whether through its own resources or through credit
      facilities from reputable financial






7




institutions
      to fulfil all of its obligations under this Agreement. 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 4.07. *Brokers
      and Finders* .
      MIH has
      engaged Citigroup as its financial advisor 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 advisor in connection with
      this
      Agreement.





SECTION 4.08. *No
      Other Representations and Warranties* .
      Except
      as expressly provided in Article 3, no Seller has made any representation,
      warranty or statement, express or implied, nor has the Buyer received any
      materials, written, electronic or oral, from or attributed to any Seller. The
      Buyer has conducted its own due diligence investigation of the Company, has
      formed an independent judgment concerning its investment and has not relied
      in
      any way on Sellers, except as expressly provided in Article 3.





SECTION 4.09. *Purchase
      Price* .
      Each
      Seller is receiving a Purchase Price per Share that is not lower than the
      purchase price that each member of the Control Group is receiving for their
      Shares, and there is no other consideration directly or indirectly being paid
      by
      the Buyer.





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 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* .
      From
      and after the date hereof, the Parties agree to hold, and to use their best
      efforts 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






8




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 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
      CI
      Acquisition Shares simultaneously with the execution of this Agreement and
      the
      closing of the transaction contemplated hereby.





(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 execution of this Agreement and
      the
      closing of the transaction contemplated hereby.





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** ”).








9





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





(i)
      Execution and delivery of the term for transfer of the Shares in the Company’s
      Share Transfer Registry Book in a manner sufficient to transfer ownership of
      the
      Shares to the Buyer; and





(ii)
      Delivery of an opinion of counsel to the Sellers confirming the enforceability
      and validity of this Agreement, in the form of Schedule 7.02
      hereto.





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





(i)
      Execution and delivery of the term for transfer of the Shares in the Company’s
      Share Transfer Registry Book in a manner sufficient to acquire ownership of
      the
      Shares; and





(ii)
      Payment of the Purchase Price, by international wire transfer, in immediately
      available funds, to the Sellers’ Bank Accounts.





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 Sections 7.02 and 7.03 unless all shall have been
      consummated.





ARTICLE
      8





INDEMNIFICATION





SECTION
      8.01.*Indemnification*.
      Each
      Seller severally and not jointly 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, partially or totally
      non-existing assets, claims, awards, judgments, costs and expenses (including
      reasonable fees and expenses of attorneys) (“**Losses**”)
      incurred or suffered by any of the Indemnified Parties in connection with,
      relating to or as a result of (i) any misdisclosure or breach of any
      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 indemnification obligations of the Sellers hereunder shall
      remain in full force and effect for a period of 5 (five) years from the date
      hereof. The Parties agree that any indemnification to be paid by each Seller
      shall be limited to a maximum amount equivalent to 100% of the actual amount
      of
      the Purchase Price received by the applicable Seller and that in no event shall
      the Sellers have any joint and several indemnification obligation among
      themselves.





SECTION
      8.02. 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
      specified in Section 8.01, for which indemnification may be due from the
      applicable Sellers pursuant to






10




Section 8.01
      above, such Indemnified Party shall notify the Sellers 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 therefor.
      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, MIH 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.





SECTION
      8.03 . *Payment
      of Losses* .
      The
      Sellers shall pay the amount of the Loss to the relevant Indemnified Party
      within 10 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 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 8.04. *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 Sellers in
      connection with, relating to or as a result of (i) any misdisclosure or 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 8.02 shall apply equally to any
      indemnification obligation of MIH, mutatis mutandis, interchanging “Sellers” for
“MIH” where such terms appear in Section 8.02.





ARTICLE
      9





TERMINATION





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






11







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.





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.





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






12






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
      Brazil Participações Ltda.


C/O
      Myriad International Holdings BV


13-15
      Jupiterstraat


2132
      Hoofddop


The
      Netherlands


Fax
      No.:
      +31 23 5562-880


Attn.:
      Messrs. Mark Sorour / André Coetzee


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





with
      copy
      to (which shall not constitute a notice):





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
      Sellers:





c/o
      Capital International Research, Inc.


3
      Place
      des Bergues


1201
      Geneva, Switzerland


Attention:
      Guilherme Lins


Fax:
      (+41
      22) 732 6273






13





with
      copies to (which shall not constitute a notice):





Capital
      International, Inc.


11100
      Santa Monica Boulevard,


15th
      Floor


Los
      Angeles, CA 90025


Attention:
      Legal Department


Fax:
      (+1
      310) 996-6161





Pinheiro
      Neto Advogados


Attention:
      Álvaro Martins dos Santos


Fax:
      (+55
      11) 3247-8600





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 . *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
      11.09 . *Entire
      Agreement* .
      This
      Agreement (including the 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
      11.10 . *Language* .
      This
      Agreement is executed in the English language.





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






14







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.






**MIH
              BRAZIL PARTICIPAÇÕES LTDA.**By:
            /s/ 
Marcelo
              S. G. RicuperoName: 
              Marcelo
              S. G. RicuperoTitle: 
              Manager




**BRAZIL
                APRIL LLC**By:
              /s/ 
                Guilherme de Araújo
                LinsName: 
Guilherme
                de Araújo
                LinsTitle: 
                Attorney-in-fact


**BRAZIL MAY
                  LLC**By:
                /s/ 
                  Guilherme de Araújo
                  LinsName: 
Guilherme
                  de Araújo
                  LinsTitle: 
                  Attorney-in-fact




Witnesses:




1.Name:
              ID
                No.:2.Name:
              ID No.:










15






**Schedule
      2.03**





**Seller’s
      Bank Accounts; Number of Shares to be sold**











Brazil
      April LLC





No.
      of
      Shares being sold: 1,483,767 common and 1,483,766 preferred





Bank:
      JP
      Morgan Chase Bank, NY


CHIPS
      ABA: 0002


FED
      ABA:
      021-000-021


Swift
      Code: CHASUS33


A/C:
      900-9000-127


Further
      Credit: Brazil April, LLC (acct. # 304252298)








Brazil
      May LLC





No.
      of
      Shares being sold: 49,367 common and 49,367 preferred





Bank:
      JP
      Morgan Chase Bank, NY


CHIPS
      ABA: 0002


ABA:
      021-000-021


Swift
      Code: CHASUS33


A/C:
      900-9000-127


Further
      Credit: Brazil May, LLC (acct. # 304252301)









16





**Schedule
      2.05**


**Form
      of Capital Gain Tax Withholding Communication**








São
      Paulo, May [ ], 2006





To


MIH
      Brazil Participações Ltda.


C/O
      Myriad International Holdings BV


13-15
      Jupiterstraat


2132
      Hoofddop


The
      Netherlands


Attn.:
      Messrs. Mark Sorour / André Coetzee





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





Ref.: **Stock
      Purchase Agreement**


**Withholding
      of Brazilian Capital Gain Tax - Calculation of Withholding
      Amount**





Dear
      Sirs:




1.
                  Reference is made to Section 2.05 of the Stock Purchase Agreement
                  (the
                  “SPA”)
                  entered into between ourselves and MIH Brazil Participações Ltda.
                  (“MIH”
                  or the “Buyer”)
                  on the date hereof.2.
                  Unless otherwise defined in this letter, all capitalized terms
                  used herein
                  have the meanings attributed thereto in the SPA.3.
                  We hereby instruct you to withhold the amount of R$ _______ (_______)
                  from
                  the Purchase Price for purposes of paying the*Imposto
                  de Renda sobre Ganho de Capital*,
                  as per the calculation below:A.
                  Purchase Price in Reais (as per exchange contract - Exhibit
                  1):
              R$
                  ____________B.
                  Our Acquisition Cost in Reais (as per Exhibit 2):Brazil
                  April LLC:
              
              
              R$    
                  146.595.599,00Brazil
                  May LLC:
              
              
              R$    
                      4.877.441,00**Total:**
              
              
              **R$ 151.473.000,00**
    17
    C.
                  Our Capital Gain in Reais (A - B):
              
              
              R$
                  ____________D.
                  Amount to be withheld (15% x C):
              
              
              R$
                  ____________


Very
                  truly yours,**BRAZIL
                  APRIL LLC**By:
                /s/ 
                  Guilherme de Araújo
                  LinsName: 
Guilherme
                  de Araújo
                  LinsTitle: 
                  Attorney-in-fact
 **BRAZIL MAY
                    LLC**By:
                  /s/ 
                    Guilherme de Araújo
                    LinsName: 
Guilherme
                    de Araújo
                    LinsTitle: 
                    Attorney-in-fact


18







**Schedule
      7.02**





**Form
      of Legal Opinion of Sellers’ Counsel**





[letterhead
      of Pinheiro Neto –
      Advogados]











São
      Paulo, May 5, 2006








Ladies
      and Gentlemen:








We
      have
      acted as special Brazilian counsel to Brazil April LLC and Brazil May LLC
      (collectively, “ Sellers ”),
      in
      connection with a certain Share Purchase Agreement (the “ SPA ”)
      entered into on the date hereof among the Sellers and MIH Brazil Participações
      Ltda. (the “ Buyer ”) .





Capitalized
      terms not defined herein shall have the meaning given to them in the
      SPA.





In
      arriving at the opinions expressed below, we have examined executed counterparts
      of the SPA , and
      we
      have made such investigations of law as we have deemed appropriate for purposes
      of this opinion.





In
      our
      examination, we have assumed the genuineness of signatures on original
      documents, the authenticity of all documents submitted to us as originals,
      the
      conformity with authentic original documents of all documents submitted to
      us as
      copies, and the legal capacity of natural persons. As to certificates or
      statements or both of public officials, we have assumed that they have been
      properly given and are accurate. We have also assumed that:





To


MIH
      Brazil Participações Ltda.


C/O
      Myriad International Holdings BV


13-15
      Jupiterstraat


2132
      Hoofddop


The
      Netherlands


Attn.:
      Messrs. Mark Sorour / André Coetzee






19





(i) each
      of
      the Sellers is
      duly
      organized and validly existing under the laws of its jurisdiction of
      organization and has the power and authority (corporate or other) to execute
      and
      perform the SPA;





(ii) any
      governmental or regulatory consents, approvals or authorizations required by
      any
      of the Sellers under the laws of its respective organization applicable to
      it
      for its execution and performance of the SPA have been obtained;





(iii)  the
      SPA
      has been duly authorized and executed by the Sellers; and





(iv)  the
      signatory the Sellers has
      been
      duly authorized.





Based
      upon and subject to the foregoing and subject also to the comments and
      qualifications set forth below, and having considered such questions of law
      as
      we have deemed necessary as a basis for the opinions expressed below, we are
      of
      the opinion that:





1. **Validity
      of the SPA** . The
      SPA
      constitutes the legal, valid and binding obligation of the Sellers, enforceable
      against the Sellers in accordance with its terms.





2. **Enforcement
      Under Brazilian Law.** Except
      for the need to be accompanied by a sworn translation into Portuguese should
      it
      be brought to any courts of Brazil, the SPA is in proper legal form under
      Brazilian law for the enforcement thereof in Brazil.





The
      foregoing opinions are subject to the following additional
      qualifications:




(i)  The
      opinions expressed in this opinion letter are subject to the effect of
      applicable bankruptcy, liquidation, insolvency, reorganization, moratorium
      or
      similar laws now or hereafter in effect relating to or affecting creditors'
      rights generally, and claims for salaries, wages, social security, taxes and
      other statutory privileges will have preference over any claims, including
      secured ones;




(ii)  in
      the
      event that any suit is brought against the Sellers in Brazil, certain court
      costs and deposits will be due;




(iii)  in
      the
      event that any suit is brought against the Sellers in Brazil, service of process
      upon it must be affected in accordance with Brazilian law;








20






(iv)  any
      judgment against the Sellers in a foreign court will be enforced in the courts
      of Brazil if previously confirmed ( *homologada* )
      by the
      Superior Court of Justice of Brazil, such confirmation only occurring if such
      judgment:




(a)  fulfils
      all formalities required for its enforceability under the laws of the country
      wherein it was issued;




(b)  was
      issued by a competent court after due service of process on the
      parties;




(c)  is
      not
      subject to appeal;




(d)  was
      authenticated by a Brazilian consulate in the country wherein it was issued
      and
      accompanied by a sworn translation into Portuguese; and




(e)  is
      not
      against Brazilian public policy.




The
      opinions expressed in this letter are limited to questions arising under the
      laws of Brazil as in force on the date hereof, and we do not purport to express
      an opinion on any question arising under the laws of any other
      jurisdiction.





This
      opinion is effective only as of the date hereof. We expressly disclaim any
      responsibility to advise you of any development or circumstance of any kind,
      including any change of law or fact that may occur after the date of this letter
      even though such development, circumstance or change may affect the legal
      analysis, a legal conclusion or any other matter set forth in or relating to
      this letter. Accordingly, any person relying on this letter at any time after
      the date hereof should seek advise of its counsel as to the proper application
      of this letter at such time.





This
      opinion letter is provided to you
      by us in our capacity as special Brazilian counsel to the Sellers and may not
      be
      relied upon by any other person for any purpose without, in each instance,
      our
      prior written consent.





Very
                truly yours,
              
              **Pinheiro
                Neto Advogados**
              By___________________________________






21