UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)

 

EUROWEB INTERNATIONAL CORP.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
	298801101
(CUSIP Number)
Gordon Bajnai
H-1134 Budapest
Klapka u. 11, Hungary
+36-1-451-4829
COPY TO:
Thomas J. Egan, Jr.
Baker & McKenzie LLP
815 Connecticut Avenue, N.W.
Washington, DC 20006
(202) 452-7000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
January 6, 2005
(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

 

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See §240.13d-7 for other parties to whom copies are to be sent.

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

Page 1 of 6

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

Page 2 of 6

 

CUSIP No. 298801101

 

 

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
		Vitonas Investments Limited
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)			(a)	[     ]
					(b)	[ X ]
	3.	SEC Use Only
	4.	Source of Funds (See Instructions)
		SC, OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)				[     ]
	6.	Citizenship or Place of Organization
		Cyprus
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power
				0
			8.	Shared Voting Power
				0
			9.	Sole Dispositive Power
				0
			10.	Shared Dispositive Power
				0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person
				0
	12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares				[  ]
	13.	Percent of Class Represented by Amount in Row (11)
		0 percent
	14.	Type of Reporting Person
		OO
SEE INSTRUCTIONS BEFORE FILLING OUT

 

Page 3 of 6

 

CUSIP No. 298801101

 

 

Vitonas Investments Limited (“Vitonas”) makes this filing to amend certain information previously reported by Vitonas.  This filing constitutes Amendment No. 1 to the Statement on Schedule 13D of Vitonas (“Amendment No. 1”).  Vitonas amends such prior Schedule 13D report with respect to the common stock, par value $0.001 per share (the “Common Stock”) of EuroWeb International Corp. (“EuroWeb”) by adding the following information to the items indicated:

 

Item 4.    Purpose of Transaction.

 

On August 9, 2004, pursuant to the Sale and Purchase Agreement, EuroWeb appointed Mr. Janos Koka to its board of directors.  Mr. Koka resigned from his position on the board of directors on October 4, 2004.  On November 9, 2004, Mr. Gabor Ormosy was appointed to its board of directors in accordance with the Sale and Purchase Agreement.

 

Pursuant to the Share Sale and Purchase Agreement between Vitonas and Fleminghouse Investments Limited (“Fleminghouse”), dated July 31, 2004 (“Share Purchase Agreement”), Vitonas agreed to transfer 522,054 shares of Common Stock of EuroWeb to Fleminghouse for an aggregate purchase price of approximately $2.3 million.  The transfer of shares occurred on January 6, 2005.  Fleminghouse is beneficially owned by the same entities as Vitonas.

 

In addition, Vitonas transferred all rights and obligations under the Sale and Purchase Agreement, the Pledge and Escrow Agreement, and the Registration Rights Agreement to Fleminghouse through a series of assignment agreements, dated July 31, 2004 (collectively, “Assignment Agreements”).

 

References to, and descriptions of, the Share Purchase Agreement and the Assignment Agreements as set forth above in this Item 4 are qualified in their entirety by reference to the copy of the Share Purchase Agreement and the Assignment Agreements attached to this Schedule 13D as Exhibit 1 and Exhibits 2, 3, and 4, respectively, and are incorporated in this Item 4 in its entirety where such references and descriptions appear.

 

Item 5.    Interest in Securities of the Issuer.

 

As of January 6, 2005, Vitonas ceased to be the beneficial owner of more than 5% of the Common Stock.

 

The information set forth in Item 4 is incorporated in this Item 5 by reference.

 

Item 6.             Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

The information set forth in Item 4 is incorporated in this Item 6 by reference.  Copies of the Share Purchase Agreement and Assignment Agreements are attached to this Schedule 13D as Exhibit 1 and Exhibits 2, 3, and 4, respectively.

 

Item 7.    Material to be filed as Exhibits.

 

The following are attached as exhibits:

 

Page 4 of 6

 

CUSIP No. 298801101

 

 

Exhibit Description

 

1.                                       Share Sale and Purchase Agreement, dated July 31, 2004.

2.                                       Assignment Agreement, dated as of July 31, 2004.

3.                                       Assignment Agreement, dated as of July 31, 2004.

4.                                       Assignment Agreement, dated as of July 31, 2004.

 

Page 5 of 6

 

CUSIP No. 298801101

 

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

January 10, 2005

 

VITONAS INVESTMENTS LIMITED
a Cyprus limited liability company
/s/ Gordon Bajnai
By:				Gordon Bajnai
Its:			Director
/s/ Gyula Gansperger
By:		Gyula Gansperger
Its:	Director

 

Page 6 of 6

Exhibit 1

 

SHARE SALE AND PURCHASE AGREEMENT

 

dated 31 July 2004 between

 

(1)                                  Vitonas Investments Limited (address: 3 Chrysanthou Mylona, Limassol, PC3030, Cyprus, represented by Tibor Veres, registration number: HE 111437) (the “Seller”); and

 

(2)                                  Fleminghouse Investments Limited (address: 3 Chrysanthou Mylona, Limassol, PC3030, Cyprus, represented by Gordon Bajnai and Gyula Gansperger, registration number: HE 146 593) (the “Purchaser”);

 

(the Seller and the Purchaser are the “Parties”)

 

under the following terms and conditions.

 

1                                         THE SHARES

 

1.1         The Seller is the owner of 522.054 (five hundred twenty-two thousand fifty-four) shares (the “Shares”) of common stock of Euroweb International Corp., a Delaware corporation (ISIN: US2988014088)  (the “Company”). The Shares are represented by a physical certificate (certificate #: EIC00171), currently held at SASI, at the account of Concorde Securities Limited (account number: 96182321), acting as a custodian for the Seller.

 

1.2         The Purchaser acknowledges that the Seller entered into the following agreements in respect of the Shares:

 

1.2.1                        a registration rights agreement dated 1 June 2004, concluded among the Seller, the Company, Certus Kft and Rumed Kft (the “Registration Rights Agreement”);

 

1.2.2                        a custodian agreement dated 1 June 2004, concluded between the Seller and Concorde Securities Limited (the “Custodian Agreement”).

 

2                                         SALE AND PURCHASE

 

2.1         By executing this Agreement the Seller sells and the Purchaser purchases the Shares with all rights attached thereto, including the right to dividends, for an aggregate purchase price of USD 2.312.699,22 (two million three hundred twelve thousand and six hundred ninety-nine point twenty-two United States dollars) (the “Purchase Price”)(USD 4,43 per Share). The Purchase Price of the Shares shall be paid by the Purchaser to the Seller by no later than 31 December 2004.

 

2.2         The Parties agree that title to the Shares shall pass simultaneously with the execution of this Agreement.

 

 

2.3         The Parties undertake to execute all documents that are required to effect the transfer of the Shares from the Seller to the Purchaser. Further, the Seller undertakes to assist the Purchaser in any and all filing obligations relating to the Shares.

 

3                                         REPRESENTATIONS AND WARRANTIES

 

The Seller represents and warrants to the Purchaser that as at the date of this Agreement the Shares are in its exclusive ownership and are paid in full; further, the Shares are free from any litigation, claim, mortgage, pledge, liens and other encumbrances save for the restrictions set out in the Agreements described in Section 1.2 above.

 

4                                         MISCELLANEOUS

 

4.1                                 Each Party shall be responsible for and pay all their respective costs and expenses incurred in connection with the transactions contemplated hereby. The Parties agree to use their best reasonable endeavours in the interest of minimizing the transaction costs and expenses.

 

4.2                                 Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity thereof, shall be settled by the Permanent Arbitral Tribunal attached to the Hungarian Chamber of Commerce and Industry in accordance with its own Arbitration Rules as at present in force. The place of arbitration shall be Budapest, Hungary. English language shall be used throughout the arbitral proceedings. The Parties waive their right to any form of appeal or recourse from such arbitral proceedings to a court of law or other judicial authority. This Agreement shall be governed by and construed in accordance with the laws of the Republic of Hungary.

 

4.3                                 Any notice or other communication to be given or made under this Agreement to the Parties shall be in writing. Except as otherwise provided in this Agreement, such notice or other communication shall be deemed to have been duly given if it is made to the Party’s address specified at the description of the Parties or at such other address as such Party shall have designated by notice to the Party making such notice. The date of delivery shall be, if hand delivered, on the date of such delivery, if sent by certified or registered mail, on the date of receipt specified in any return receipt or in case of unsuccessful delivery on the 5^th day following the second unsuccessful delivery attempt, if sent by facsimile or other similar form of telecommunications (with receipt confirmed), on the working day on which such transmission takes place.

 

4.4                                 This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof and supersedes all prior agreements.

 

4.5                                 The Parties shall keep and shall cause their respective employees, representatives and agents, to keep the provisions of this Agreement confidential and shall make no disclosure thereof to any person, without the prior written consent of the other Party.

 

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4.6                                 Unless otherwise required by law, no news release or other public announcement pertaining to the transactions contemplated by this Agreement will be made by or on behalf of any of the Parties hereto without the prior approval of the other Parties, which approval shall not be unreasonably withheld.

 

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

 

4.8                                 This Agreement has been executed in 2 (two) numbers of counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same instrument.

 

4.9                                 If at any time any provision of this Agreement is or becomes invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.

 

Having read and understood it, the Parties executed this Agreement on the date first hereinabove written.

 

 

/s/ Tibor Veres		/s/ Gordon Bajnai and Gyula Gansperger
Tibor Veres		Gordon Bajnai and Gyula Gansperger
Vitonas Investments Limited		Fleminghouse Investments Limited
the Seller		the Purchaser

 

 

ADDENDUM:

 

 

Csaba Törõ, the Chief Executive Officer of Euroweb International Corp. (the “Company”), for and on behalf of the Company hereby declares that the Company provides its prior written consent to the sale of the shares of the Company from Vitonas Investments Limited to Fleminghouse Investments Limited.

 

 

/s/ Csaba Törõ
Csaba Törõ, CEO
Euroweb International Corporation

 

3

Exhibit 2

 

ASSIGNMENT AGREEMENT

 

dated 31 July 2004 among

 

(1)                                 Vitonas Investments Limited (address: 3 Chrysanthou Mylona, Limassol, PC3030, Cyprus, represented by Tibor Veres, registration number: HE 111437) (“Vitonas”); and

 

(2)                                  Fleminghouse Investments Limited (address: 3 Chrysanthou Mylona, Limassol, PC3030, Cyprus, represented by Gordon Bajnai and Gyula Gansperger, registration number: HE 146 593) (“Fleminghouse”);

 

(3)                                  Euroweb International Corp. (address: 1065 Avenue of Americas, 21^st Floor, New York, NY 10018, USA, IRS NUMBER: 133696015, represented by Csaba Törõ) (“Euroweb”);

 

(4)                                  Certus Kft (address: H-1025 Budapest, Vihorlát u. 1., Hungary, registration number: Cg. 01-09-169062, represented by Judit Lepp) (“Certus”);

 

(5)                                  Rumed 2000 Kft (address: H-1056 Budapest, Irányi u. 1., Hungary, registration number: Cg. 01-09-691194, represented by dr. Kókáné dr. Ruzsovics Ágnes) (“Rumed”);

 

(jointly, the “Parties”)

 

under the following terms and conditions.

 

1                                        THE REGISTRATION RIGHTS AGREEMENT

 

The Parties acknowledge that Vitonas, Euroweb, Certus and Rumed entered into a registration rights agreement regarding certain Euroweb shares on 1 June 2004 (the “Registration Rights Agreement”)

 

2                                        THE ASSIGNMENT

 

By executing this Agreement and as of the date hereof, Vitonas assigns and Fleminghouse accepts such assignment, all of the rights and benefits of Vitonas stemming from the Registration Rights Agreement. Further, as of the date hereof, Fleminghouse undertakes to assume all of the obligations originally undertaken by Vitonas under the Registration Rights Agreement.  Without limiting any obligations set forth in the Registration Rights Agreement, Fleminghouse specifically acknowledges that it shall be subject to the lock-up as set forth in Section 4 of the Registration Rights Agreement.

 

By executing this Agreement, Euroweb, Certus and Rumed hereby explicitly approve the assignment and assumption of obligations referred to in Section 2.1 above.

 

Vitonas and Fleminghouse agree that the assignment and the assumption of obligations shall be free of any consideration.

 

 

The Parties undertake to execute all documents that are required to effect the assignment and assumption of obligations under this Agreement. Further, the Parties, including Euroweb, explicitly undertake to assist Fleminghouse in any and all filing obligations relating to the referred Euroweb shares.

 

3                                        MISCELLANEOUS

 

3.1                                          Each Party shall be responsible for and pay all their respective costs and expenses incurred in connection with the transactions contemplated hereby; provided, however, Vitonas and Fleminghouse hereby acknowledge that they shall reimburse the Company for all costs and expenses, including, but not limited to legal and accounting fees, that are incurred as a result of entering into this Agreement and the filing of an amendment to the Form S-3 Registration Statement. The Parties agree to use their best reasonable endeavours in the interest of minimizing the transaction costs and expenses.

 

3.2                                          Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity thereof, shall be settled by the Permanent Arbitral Tribunal attached to the Hungarian Chamber of Commerce and Industry in accordance with its own Arbitration Rules as at present in force. The place of arbitration shall be Budapest, Hungary. English language shall be used throughout the arbitral proceedings. The Parties waive their right to any form of appeal or recourse from such arbitral proceedings to a court of law or other judicial authority. This Agreement shall be governed by and construed in accordance with the laws of the Republic of Hungary.

 

3.3                                          Any notice or other communication to be given or made under this Agreement to the Parties shall be in writing. Except as otherwise provided in this Agreement, such notice or other communication shall be deemed to have been duly given if it is made to the Party’s address specified at the description of the Parties or at such other address as such Party shall have designated by notice to the Party making such notice. The date of delivery shall be, if hand-delivered, on the date of such delivery, if sent by certified or registered mail, on the date of receipt specified in any return receipt or in case of unsuccessful delivery on the 5^th day following the second unsuccessful delivery attempt, if sent by facsimile or other similar form of telecommunications (with receipt confirmed), on the working day on which such transmission takes place.

 

3.4                                          This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof and supersedes all prior agreements.

 

3.5                                          The Parties shall keep and shall cause their respective employees, representatives and agents, to keep the provisions of this Agreement confidential and shall make no disclosure thereof to any person, without the prior written consent of the other Party; provided, however, each of the Parties hereby acknowledge that the Company is required to disclose this assignment in its public reports filed with the U.S. Securities and Exchange Commission.

 

2

 

3.6                                          Unless otherwise required by law, no news release or other public announcement pertaining to the transactions contemplated by this Agreement will be made by or on behalf of any of the Parties hereto without the prior approval of the other Parties, which approval shall not be unreasonably withheld.

 

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

 

3.8                                          This Agreement has been executed in 5 (five) numbers of counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same instrument.

 

3.9                                          If at any time any provision of this Agreement is or becomes invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.

 

Having read and understood it, the Parties executed this Agreement on the date first hereinabove written.

 

 

/s/ Tibor Veres		/s/ Gordon Bajnai and Gyula Gansperger
Vitonas Investments Limited		Fleminghouse Investments Limited
/s/ Csaba Törõ		/s/ Judit Lepp
Euroweb International Corporation		Certus Kft
/s/ Dr. Kókáné Dr. Ruzsovics Ágnes
Rumed 2000 Kft

 

3

Exhibit 3

 

ASSIGNMENT AGREEMENT

 

dated 31 July 2004 among

 

(1)                                 Vitonas Investments Limited (address: 3 Chrysanthou Mylona, Limassol, PC3030, Cyprus, represented by Tibor Veres, registration number: HE 111437) (“Vitonas”); and

 

(2)                                  Fleminghouse Investments Limited (address: 3 Chrysanthou Mylona, Limassol, PC3030, Cyprus, represented by Gordon Bajnai and Gyula Gansperger, registration number: HE 146 593) (“Fleminghouse”);

 

(3)                                  Euroweb International Corp. (address: 1065 Avenue of Americas, 21^st Floor, New York, NY 10018, USA, IRS NUMBER: 133696015, represented by Csaba Törõ) (“Euroweb”);

 

(4)                                  Certus Kft (address: H-1025 Budapest, Vihorlát u. 1., Hungary, registration number: Cg. 01-09-169062, represented by Judit Lepp) (“Certus”);

 

(5)                                  Rumed 2000 Kft (address: H-1056 Budapest, Irányi u. 1., Hungary, registration number: Cg. 01-09-691194, represented by dr. Kókáné dr. Ruzsovics Ágnes) (“Rumed”);

 

(6)                                  Concorde Értékpapír Rt (address: H-1138 Budapest, Váci út 141., Hungary, registration number: Cg. 01-10-044965, represented by György Jaksity and Mihály Boris) (“Concorde”)

 

(jointly, the “Parties”)

 

under the following terms and conditions.

 

1                                        THE PLEDGE AND ESCROW AGREEMENT

 

The Parties acknowledge that Vitonas, Euroweb, Certus, Rumed and Concorde entered into a pledge and escrow agreement regarding certain Euroweb shares on 1 June 2004 (the “Pledge and Escrow Agreement”)

 

2                                        THE ASSIGNMENT

 

By executing this Agreement and as of the date hereof, Vitonas assigns and Fleminghouse accepts such assignment, all of the rights and benefits of Vitonas stemming from the Pledge and Escrow Agreement. Further, as of the date hereof, Fleminghouse undertakes to assume all of the obligations originally undertaken by Vitonas under the Pledge and Escrow Agreement.

 

By executing this Agreement, Euroweb, Certus, Rumed, and Concorde hereby explicitly approve the assignment and assumption of obligations referred to in Section 2.1 above.

 

 

Vitonas and Fleminghouse agree that the assignment and the assumption of obligations shall be free of any consideration.

 

The Parties undertake to execute all documents that are required to effect the assignment and assumption of obligations under this Agreement. Further, the Parties, including Euroweb, explicitly undertake to assist Fleminghouse in any and all filing obligations relating to the referred Euroweb shares.

 

3                                        MISCELLANEOUS

 

3.1                                          Each Party shall be responsible for and pay all their respective costs and expenses incurred in connection with the transactions contemplated hereby; provided, however, Vitonas and Fleminghouse hereby acknowledge that they shall reimburse the Company for all costs and expenses, including, but not limited to legal and accounting fees, that are incurred as a result of entering into this Agreement and the filing of an amendment to the Form S-3 Registration Statement. The Parties agree to use their best reasonable endeavours in the interest of minimizing the transaction costs and expenses.

 

3.2                                          Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity thereof, shall be settled by the Permanent Arbitral Tribunal attached to the Hungarian Chamber of Commerce and Industry in accordance with its own Arbitration Rules as at present in force. The place of arbitration shall be Budapest, Hungary. English language shall be used throughout the arbitral proceedings. The Parties waive their right to any form of appeal or recourse from such arbitral proceedings to a court of law or other judicial authority. This Agreement shall be governed by and construed in accordance with the laws of the Republic of Hungary.

 

3.3                                          Any notice or other communication to be given or made under this Agreement to the Parties shall be in writing. Except as otherwise provided in this Agreement, such notice or other communication shall be deemed to have been duly given if it is made to the Party’s address specified at the description of the Parties or at such other address as such Party shall have designated by notice to the Party making such notice. The date of delivery shall be, if hand-delivered, on the date of such delivery, if sent by certified or registered mail, on the date of receipt specified in any return receipt or in case of unsuccessful delivery on the 5^th day following the second unsuccessful delivery attempt, if sent by facsimile or other similar form of telecommunications (with receipt confirmed), on the working day on which such transmission takes place.

 

3.4              The Parties shall keep and shall cause their respective employees, representatives and agents, to keep the provisions of this Agreement confidential and shall make no disclosure thereof to any person, without the prior written consent of the other Party; provided, however, each of the Parties hereby acknowledge that the Company is required to disclose this assignment in its public reports filed with

 

2

 

the U.S. Securities and Exchange Commission.

 

3.5                                          Unless otherwise required by law, no news release or other public announcement pertaining to the transactions contemplated by this Agreement will be made by or on behalf of any of the Parties hereto without the prior approval of the other Parties, which approval shall not be unreasonably withheld.

 

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

 

3.7                                          This Agreement has been executed in 6 (six) numbers of counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same instrument.

 

3.8                                          If at any time any provision of this Agreement is or becomes invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.

 

Having read and understood it, the Parties executed this Agreement on the date first hereinabove written.

 

 

/s/ Tibor Veres		/s/ Gordon Bajnai and Gyula Gansperger
Vitonas Investments Limited		Fleminghouse Investments Limited
/s/ Csaba Törõ		/s/ Judit Lepp
Euroweb International Corporation		Certus Kft
/s/ Dr. Kókáné Dr. Ruzsovics Ágnes		/s/ György Jaksity and Mihály Boris
Rumed 2000 Kft		Concorde Értékpapír Rt

 

3

Exhibit 4

 

ASSIGNMENT AGREEMENT

 

dated 31 July 2004 among

 

(1)                                 Vitonas Investments Limited (address: 3 Chrysanthou Mylona, Limassol, PC3030, Cyprus, represented by Tibor Veres, registration number: HE 111437) (“Vitonas”); and

 

(2)                                  Fleminghouse Investments Limited (address: 3 Chrysanthou Mylona, Limassol, PC3030, Cyprus, represented by Gordon Bajnai and Gyula Gansperger, registration number: HE 146 593) (“Fleminghouse”);

 

(3)                                  Euroweb International Corp. (address: 1065 Avenue of Americas, 21^st Floor, New York, NY 10018, USA, IRS NUMBER: 133696015, represented by Csaba Törõ) (“Euroweb”);

 

(4)                                  Certus Kft (address: H-1025 Budapest, Vihorlát u. 1., Hungary, registration number: Cg. 01-09-169062, represented by Judit Lepp) (“Certus”);

 

(5)                                  Rumed 2000 Kft (address: H-1056 Budapest, Irányi u. 1., Hungary, registration number: Cg. 01-09-691194, represented by dr. Kókáné dr. Ruzsovics Ágnes) (“Rumed”);

 

(jointly, the “Parties”)

 

under the following terms and conditions.

 

1                                        THE SALE AND PURCHASE AGREEMENT

 

The Parties acknowledge that on 23 February 2004 Vitonas, Certus, Rumed and Euroweb entered into a sale and purchase agreement (the “SPV”) regarding 100% of the shares of Elender Rt (address: H-1138 Budapest, Váci út 141., Hungary, registration number: Cg. 01-10-044965), which was subsequently closed on June 9, 2004.

 

2                                        THE ASSIGNMENT

 

By executing this Agreement and as of the date hereof, Vitonas assigns and Fleminghouse accepts such assignment, all of the rights and benefits of Vitonas stemming from the SPV. Further, as of the date hereof, Fleminghouse undertakes to assume all of the obligations originally undertaken by Vitonas under the SPV.

 

By executing this Agreement, Certus, Rumed and Euroweb hereby explicitly approve the assignment and assumption of obligations referred to in Section 2.1 above.

 

Vitonas and Fleminghouse agree that the assignment and the assumption of obligations shall be free of any consideration.

 

The Parties undertake to execute all documents that are required to effect the assignment and assumption of obligations under this Agreement.

 

 

3                                        MISCELLANEOUS

 

3.1                                          Each Party shall be responsible for and pay all their respective costs and expenses incurred in connection with the transactions contemplated hereby; provided, however, Vitonas and Fleminghouse hereby acknowledge that they shall reimburse the Company for all costs and expenses, including, but not limited to legal and accounting fees, that are incurred as a result of entering into this Agreement and the filing of an amendment to the Form S-3 Registration Statement. The Parties agree to use their best reasonable endeavours in the interest of minimizing the transaction costs and expenses.

 

3.2                                          Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity thereof, shall be settled by the Permanent Arbitral Tribunal attached to the Hungarian Chamber of Commerce and Industry in accordance with its own Arbitration Rules as at present in force. The place of arbitration shall be Budapest, Hungary. English language shall be used throughout the arbitral proceedings. The Parties waive their right to any form of appeal or recourse from such arbitral proceedings to a court of law or other judicial authority. This Agreement shall be governed by and construed in accordance with the laws of the Republic of Hungary.

 

3.3                                          Any notice or other communication to be given or made under this Agreement to the Parties shall be in writing. Except as otherwise provided in this Agreement, such notice or other communication shall be deemed to have been duly given if it is made to the Party’s address specified at the description of the Parties or at such other address as such Party shall have designated by notice to the Party making such notice. The date of delivery shall be, if hand-delivered, on the date of such delivery, if sent by certified or registered mail, on the date of receipt specified in any return receipt or in case of unsuccessful delivery on the 5^th day following the second unsuccessful delivery attempt, if sent by facsimile or other similar form of telecommunications (with receipt confirmed), on the working day on which such transmission takes place.

 

3.4                                          This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof and supersedes all prior agreements.

 

3.5                                          The Parties shall keep and shall cause their respective employees, representatives and agents, to keep the provisions of this Agreement confidential and shall make no disclosure thereof to any person, without the prior written consent of the other Party; provided, however, each of the Parties hereby acknowledge that the Company is required to disclose this assignment in its public reports filed with the U.S. Securities and Exchange Commission.

 

3.6                                          Unless otherwise required by law, no news release or other public announcement pertaining to the transactions contemplated by this Agreement will be made by or on behalf of any of the Parties hereto without the prior approval of the other Parties, which approval shall not be unreasonably withheld.

 

2

 

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

 

3.8                                          This Agreement has been executed in 5 (five) numbers of counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same instrument.

 

3.9                                          If at any time any provision of this Agreement is or becomes invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.

 

Having read and understood it, the Parties executed this Agreement on the date first hereinabove written.

 

 

/s/ Tibor Veres		/s/ Gordon Bajnai and Gyula Gansperger
Vitonas Investments Limited		Fleminghouse Investments Limited
/s/ Csaba Törõ		/s/ Judit Lepp
Euroweb International Corporation		Certus Kft
/s/ Dr. Kókáné Dr. Ruzsovics Ágnes
Rumed 2000 Kft

 

3