EUROWEB INTERNATIONAL CORP
SB-2/A, 1998-07-13
COMPUTER INTEGRATED SYSTEMS DESIGN
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          AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 13, 1998

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

                     U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                               AMENDMENT NO. 1 TO

                                    FORM SB-2
                             REGISTRATION STATEMENT

                                      UNDER
                           THE SECURITIES ACT OF 1933

                           EUROWEB INTERNATIONAL CORP.

                 (NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

    DELAWARE                           7379                   13-3696015
- ----------------------                 -----                  -----------
(STATE OR JURISDICTION     (PRIMARY STANDARD INDUSTRIAL   (I.R.S. EMPLOYER  
OF INCORPORATION OR         CLASSIFICATION CODE NUMBER)   IDENTIFICATION NO.)
ORGANIZATION)                                               


      445 PARK AVENUE, 15TH FLOOR, NEW YORK, NEW YORK 10022 (212) 758-9870
          (ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES)


                                 FRANK R. COHEN
      445 PARK AVENUE, 15TH FLOOR NEW YORK, NEW YORK 10022, (212) 758-9870
            (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

                                   COPIES TO:

                                          
     FRANK R. COHEN, ESQ.                         HENRY C. MALON, ESQ.
         COHEN & COHEN                      1 BATTERY PARK PLAZA, 3RD FLOOR  
  445 PARK AVENUE, 15TH FLOOR                     NEW YORK, NY 10004   
   NEW YORK, NEW YORK 10022                       TEL: (212) 483-9600        
      TEL: (212) 758-9870                
                                         
                                         
         APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as practicable
after this registration statement becomes effective. If any of the Securities
being registered on this form are to be offered on a delayed or continuous basis
pursuant to Rule 415 under the Securities Act of 1933, check the following
box|X|.
         If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering|_|.
         If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering|_|.
         If delivery of the Prospectus is expected to be made pursuant to Rule
434, please check the following box|_|.

<TABLE>
<CAPTION>

                                          CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------
                                                                     PROPOSED        PROPOSED
                                                       AMOUNT       MAXIMUM          MAXIMUM          AMOUNT OF
                                                        TO BE     OFFERING PRICE     AGGREGATE        REGISTRATION
                TITLE OF EACH CLASS OF                REGISTERED   PER UNIT(1)     OFFERING PRICE(1)      FEE
             SECURITIES TO BE REGISTERED 
- ------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>             <C>            <C>              <C>         
Units each consisting of one share of Preferred
  Stock, $.001 par value, and two Common Stock
  Purchase Warrants(2)................................ 1,150,000       $6.00         $6,900,000         $2,035
Common Stock, ($.001 par value)(3).................... 4,600,000         --              --               --
Common Stock, ($.001 par value)(4).................... 2,300,000       $2.20         $5,060,000         $1,493
Underwriters' Unit Warrants(5)........................   100,000       $.001             $100             --
Units Underlying the Underwriters' Unit Warrants......   100,000       $9.90           $990,000          $292
Common Stock, $.001 par value(6)......................   400,000        --               --               --
Common Stock, $.001 par value(7)......................   200,000       $2.20           $440,000          $130
Total registration Fee................................                               $13,390,100        $3,950
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
                                              (Footnotes continued on next page)

  The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with section 8(a) of the
securities act of 1933 or until the registration statement shall become
effective on such date as the commission, acting pursuant to said section 8(a),
may determine.


<PAGE>




(Continued from cover page)

(1) Estimated solely for the purpose of computing the registration fee. (2)
Includes 150,000 Units subject to the Underwriters' over-allotment option.

(3) Issuable upon conversion of Preferred Shares.

(4) Represents shares of Common Stock issuable upon the exercise of Warrants.
    The Registration Statement also covers any additional shares which may
    become issuable pursuant to antidilution provisions in the aforementioned
    warrants.

(5) To be issued to the Underwriters.

(6) Issuable upon conversion of Preferred Shares underlying Underwriters' Unit
Warrants.

(7) Issuable upon exercise of Warrants included in the Units underlying the
    Underwriters' Unit Warrants. The Registration Statement also covers any
    additional shares which may become issuable pursuant to antidilution
    provisions in the aforementioned warrants.


<PAGE>



                   PRELIMINARY PROSPECTUS DATED JULY 13, 1998
                              SUBJECT TO COMPLETION

                           EUROWEB INTERNATIONAL CORP.

                                 1,000,000 Units

            Each Unit Consisting of One Share of Series A Convertible
  Cumulative Redeemable Preferred Stock and Two Common Stock Purchase Warrants

                  --------------------------------------------


     Euroweb International Corp. ("Euroweb" or the "Company") hereby offers
1,000,000 Units (the "Units"), each Unit consisting of one share of Series A
Convertible Cumulative Redeemable Preferred Stock (the "Preferred Shares") and
two Common Stock Purchase Warrants (the "Warrants"). The components of the Units
will not be separately transferable until _______ 1999 (nine months after the
date of the Prospectus) or such earlier date after _____ (two months after the
date of this Prospectus) as J.W. Barclay & Co., Inc. (the "Representative") may
determine (the "Separation Date"). The Warrants are neither detachable nor
separately transferable until the Separation Date. Each Warrant entitles the
holder to purchase one share of Common Stock at a price of $_ per share after
the Separation Date until __________, 2003 (five years after the date of the
Prospectus). The Warrants may be redeemed by the Company commencing two months
after the Separation Date under certain circumstances. Each Preferred Share is
convertible into __ shares of Common Stock commencing on the Separation Date and
pays a cumulative annual dividend of $.36 per share payable on April 30 of each
year.

                              (Continued on page 2)

                  --------------------------------------------


                  THE SECURITIES OFFERED HEREBY INVOLVE A HIGH
                       DEGREE OF RISK. SEE "RISK FACTORS."

                  --------------------------------------------


THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                  --------------------------------------------

<TABLE>
<CAPTION>

                                              UNDERWRITING
                                                 PRICE TO             DISCOUNTS AND             PROCEEDS TO
                                                  PUBLIC              COMMISSIONS(1)             COMPANY(2)
- -------------------------------------------------------------------------------------------------------------------
<S>                                                <C>                     <C>                      <C>  
PER UNIT.......................                    $6.00                   $.60                     $5.40
TOTAL(3).......................                 $6,000,000               $600,000                $5,400,000
- -------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Does not reflect additional compensation to the underwriters, including a
    nonaccountable expense allowance equal to 3% of the aggregate purchase price
    of the units and warrants to purchase 100,000 units from the Company, for a
    period of five years commencing on the effective date of the offering, at an
    exercise price equal to 165% of the public offering price of the units. The
    Company and the Underwriters have also agreed to indemnify each other
    against certain civil liabilities including liabilities under the Securities
    Act of 1933, as amended (the "Securities Act"). see "Underwriting."
(2) Before deducting expenses of the offering estimated at $400,000 which
    includes the underwriters' nonaccountable expense allowance.
(3) The Company has granted an option to the Underwriters exercisable within 45
    days after the date of this prospectus, to purchase up to an
    additional 150,000 units, on the same terms, solely to cover
    over-allotments, if any. if the over allotment option is exercised in full,
    the total "Price to Public," "Underwriting Discounts and Commissions" and
    "Proceeds to Company" would be $6,900,000, $690,000, and $6,210,000,
    respectively. see "Underwriting."

     The Units are being offered by the Underwriters on a "firm commitment"
basis, subject to prior sales, receipt and acceptance, the approval of certain
legal matters by counsel and certain other conditions. The Underwriters reserve
the right to reject orders in whole or in part. It is expected that delivery of
the certificates representing the Units will be made at the offices of J.W.
Barclay & Co., Inc., One Battery Park Plaza, New York, New York 10004 on or
about , 1998.

                            J.W. BARCLAY & CO., INC.
                      The date of this Prospectus is , 1998


<PAGE>



   (Continued from Cover Page)

     Dividends on the Preferred Shares may be paid in shares of Common Stock or
cash at the Company's option. For the foreseeable future, the Company expects to
make dividend payments in shares of Common Stock to the extent it may legally do
so. The Company has been operating at a loss since it commenced operations. In
the years ended December 31, 1997 and 1996, the Company had losses of $2,007,228
and $3,795,014, respectively. For the first quarter of 1998 and 1997, the
Company had losses of $255,085 and $679,115 respectively. Unless previously
redeemed by the Company, each Preferred Share is redeemable by the Company
commencing on the Separation Date on not less than 30 nor more than 60 days'
written notice to the registered holders, at $7.20 per share plus accumulated
dividends, provided the Company may not redeem any Preferred Share unless the
closing price of the Common Stock for 20 of the 30 days prior to the date of the
redemption notice is more than $_ as adjusted. See "Description of Securities."

     The Company's Common Stock is traded on the NASDAQ Small-Cap Market under
the symbol EWEB. There has been no market for the Units or the Preferred Shares
or the Common Stock Purchase Warrants prior to this offering. It is expected
that after this offering, the Units will trade on the NASDAQ Small-Cap Market
under the symbol EWEBU, but there can be no assurance that a market will develop
for the Units. See "Underwriting." On July 8, 1998, the closing bid prices of
the Common Stock, as reported by NASDAQ, was $2 3/8. See "Price Range of
Securities."

                  --------------------------------------------


CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS THAT
STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE MARKET PRICE OF THE UNITS OF THE
COMPANY, INCLUDING BY ENTERING STABILIZING BIDS, EFFECTING SYNDICATE COVERING
TRANSACTIONS OR IMPOSING PENALTY BIDS. SUCH STABILIZING ACTIONS, IF COMMENCED,
MAY BE DISCONTINUED AT ANY TIME. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE
"UNDERWRITING."

                  --------------------------------------------


                              AVAILABLE INFORMATION

     The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement under the Securities Act of 1933 (the
"Act") with respect to the securities to which this Prospectus relates. As
permitted by the rules and regulations of the Commission, this Prospectus does
not contain all of the information set forth in the Registration Statement. For
further information with respect to the Company and the securities offered
hereby, reference is made to the Registration Statement, including the exhibits
thereto, which may be obtained, together with other information about the
Company, from the Public Reference Section of the Commission upon payment of the
prescribed fees.

     The Company will provide without charge to any person who receives a copy
of this Prospectus, upon written or oral request of such person, a copy of any
of the information that is incorporated by reference in this Prospectus. Any
such request should be directed to the attention of Frank R. Cohen, Chairman of
the Board, EuroWeb International Corp. at 445 Park Avenue, New York, New York
10022, telephone number: (212) 758-9870.

     The Company furnishes its stockholders after the close of each fiscal year,
annual reports containing financial statements audited by its independent
certified public accountants. The Company will also furnish other reports as it
may determine or as may be required by law.

     The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and, in accordance with
Section 12(g) thereunder, files reports, proxy statements, and other information
with the Commission. Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549,



(This appears onn left side of first page of prospectus in red:


Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This Prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such
jurisdiction.)




                                        2


<PAGE>



and at its Regional Offices located at 7 World Trade Center, New York, New York
10048 and 500 West Madison Street, Chicago, Illinois 60601.

     The Commission maintains a Web Site (http://www.sec.gov) that contains
reports, proxy and information statements and other information regarding
requirements, such as the Company, that file documents electronically with the
Commission.

                           FORWARD-LOOKING STATEMENTS

     THIS PROSPECTUS INCLUDES CERTAIN FORWARD-LOOKING STATEMENTS WITHIN THE
MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 WITH RESPECT TO
THE FINANCIAL CONDITION, RESULTS OF OPERATIONS AND BUSINESS OF THE COMPANY. SUCH
STATEMENTS REFLECT SIGNIFICANT ASSUMPTIONS AND SUBJECTIVE JUDGMENTS BY THE
COMPANY'S MANAGEMENT CONCERNING ANTICIPATED RESULTS. THESE ASSUMPTIONS AND
JUDGMENTS MAY OR MAY NOT PROVE TO BE CORRECT. MOREOVER, SUCH FORWARD-LOOKING
STATEMENTS ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT MAY CAUSE ACTUAL RESULTS
TO DIFFER MATERIALLY FROM THOSE CONTEMPLATED IN SUCH FORWARD-LOOKING STATEMENTS.
FOR A DISCUSSION OF SUCH RISKS, SEE "RISK FACTORS." INVESTORS ARE CAUTIONED NOT
TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS
OF THE DATE HEREOF. THE UNDERWRITERS HAVE NOT ATTEMPTED TO VERIFY THE BASIS FOR
ANY SUCH STATEMENTS INDEPENDENTLY AND NEITHER THE UNDERWRITERS NOR THE COMPANY
UNDERTAKES ANY OBLIGATION TO RELEASE PUBLICLY ANY REVISIONS TO THESE
FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OCCURRING OR CIRCUMSTANCES ARISING
AFTER THE DATE HEREOF OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

                                        3


<PAGE>



                               PROSPECTUS SUMMARY

     The following summary is qualified in its entirety by the more detailed
information and financial statements, including notes thereto, appearing
elsewhere in this Prospectus. Except as otherwise noted (i) the information in
this Prospectus assumes that the Underwriters' over-allotment option will not be
exercised, and (ii) all statistical and financial information presented in this
Prospectus has been converted into United States Dollars using exchange rates as
of July 8, 1998. All references to $ or Dollars are to United States Dollars;
all references to "HUF" are to Hungarian Forints. As of July 8, 1998, the
Exchange Rate was HUF 219 to $1.

THE COMPANY

     EuroWeb International Corp. ("EuroWeb" or the "Company") is a full service
Internet service provider ("ISP") operating in Hungary, supplying international
leased lines and MCI VSAT data connections to the World Wide Web and providing
access to managed lease lines and dial-up subscribers, complete Internet graphic
services including designing and creation of Web sites and hosting of Web sites,
Internet fax discount services, and development of software to provide
electronic commercial Internet based solutions to perform many business
processes.

     The Company was organized on November 9, 1992 under the laws of the State
of Delaware as Hungarian Teleconstruct Corp., and changed its name to EuroWeb
International Corp. on July 9, 1997. It was a development stage company through
December 31, 1993. It originally had two subsidiary Hungarian corporations, one
of which was engaged as a general contractor in the construction of buildings
and the other was engaged in the construction of local telephone exchanges for
community sponsored telecom companies in Hungary. It had two operating business
segments: (1) building of condominium apartments and (2) design and laying of
underground fiber optic telephone and cable lines. The latter segment was
discontinued in 1994.

     The Company built two luxury 14-unit condominium buildings in Budapest,
which were completed in early 1998, at which time the Company ceased its
construction activities. One of such buildings was sold in March 1998, and the
second was leased for a five-year period commencing April 1, 1998. (See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and "Certain Transactions").

     On January 2, 1997, the Company entered the Internet service provider
business in Hungary acquiring three Hungarian Internet Service Companies, namely
EUNET, MC Telecom, and E-Net. EUNET was a provider of managed leased line
Internet access to corporate customers, MC Telecom was a provider of dial-up
Internet access to small businesses, and E-Net was a developer of Web Sites.
Each of these companies had separate facilities, marketed their services through
different channels, had different customer bases, different personnel and
different bookkeeping systems. By the end of April 1997, the Company rented a
new facility, combined all three companies into one facility, eliminated
approximately 35% of the personnel to avoid duplication, established a common
accounting department and was able to retain the customer bases of each of the
acquired companies.

     In 1998 the Company started a division to develop Internet software to
provide electronic commercial based solutions to perform many business
processes. This division was retained by Fornex, an agent of the Budapest Stock
Exchange ("BSE"), to develop software to record all transactions on the BSE in
real time, which information can be obtained by subscribers through the
Internet. The division also has been retained by Posta Bank, Hungary's second
largest bank, to help develop software for home banking use by customers of the
bank and to provide access for the customers to enable the customers to transfer
funds on deposits at the bank by the Internet electronically to third parties.
The Company is also working on software for credit card processing and
transaction validation.

     The Company also added discount fax service for its customers in 1998.
These services enable customers to send faxes any where in the world at a cost
substantially lower than what the customers would pay using ordinary telephone
lines. Customers are able to access this new service using a regular fax machine
or through their computers. Recipients will be able to receive the transmission
on a computer or on a fax machine. The Company is also the node for faxes sent
to Hungary from locations around the world by members of a worldwide alliance of
Internet service providers known as GRIC (Global Research Internet Connection).

                                        4


<PAGE>



     EuroWeb further expanded its capabilities in 1998 by leasing satellite
space on a satellite owned by MCI.

     The Company's objective is to become the leading Hungarian Internet
professional services firm. To achieve its goal, the Company's strategy is to
expand its Internet services and solutions, both through internal growth and
through related business acquisitions.

     Unless the context otherwise requires, when used herein, the term "Company"
shall include EuroWeb International Corp. and its Hungarian subsidiaries,
EuroWeb Rt., which administers the Internet Company's operations in Hungary, and
Teleconstruct Epitesi, Kft., which administers the Company's building operation
in Hungary. The office of the Company in the United States is 445 Park Avenue,
New York, NY 10022; Telephone number: (212) 758-9870. The office of both
subsidiaries in Hungary is H-1122 Budapest, Varosmajor utca 13; Telephone
number: (361) 2244-000.

                                        5


<PAGE>

<TABLE>
<CAPTION>


                                                  THE OFFERING(1)

<S>                                                           <C>                                                 
Securities Offered by the Company...................          1,000,000 Units, each unit consists of one Preferred
                                                              Share and two Common Stock Purchase Warrants.
                                                              The Underwriters have an option to purchase up to
                                                              150,000 additional Units to cover over-allotments. See
                                                              "Underwriting." The Preferred Shares and the
                                                              Common Stock Purchase Warrants are not detachable,
                                                              separately transferable or exercisable until ____, 1999
                                                              or such earlier date after ____, 1998 as may be
                                                              designated by the Representative (the "Separation
                                                              Date"). See "Description of Securities."

Rights of the Preferred Shares:

     Dividends.......................................         Cumulative annual dividends of $.36 payable on April
                                                              30 of each year beginning April 30, 1999. Unpaid
                                                              dividends will accumulate and be payable prior to the
                                                              payment of dividends on the Common Stock. The
                                                              Company may, at its option, pay dividends in shares
                                                              of Common Stock, in lieu of cash. Shares used for
                                                              such purpose will be valued at the average closing bid
                                                              price during the ten trading days ending on the tenth
                                                              day before the dividend record date, subject to certain
                                                              conditions. For the foreseeable future, the Company
                                                              expects to make dividend payments on the Preferred
                                                              Shares in shares of Common Stock. See "Description
                                                              of Securities."

     Conversion Rights...............................         Unless previously redeemed, Preferred Shares are
                                                              convertible at any time at the option of the holder,
                                                              commencing on the Separation Date at the rate of
                                                              _____ (_) shares of Common Stock for each Preferred
                                                              Share, subject to adjustment under certain
                                                              circumstances. No fractional shares of Common Stock
                                                              will be issued but in lieu thereof, the Company shall
                                                              "round up" any fractional shares over 50% of a share
                                                              to a full share of Common Stock and round down any
                                                              fractional share under 50% of a share.

     Redemption.....................................          The Preferred Shares are redeemable at the
                                                              Company's option beginning on the Separation Date at
                                                              the redemption price of $7.20 per share plus
                                                              accumulated dividends, provided the Company may
                                                              not redeem Preferred Shares unless the closing price
                                                              of the Common Stock equals or exceeds $_ per share
                                                              for 20 of the 30 consecutive trading days prior to the
                                                              date the notice of redemption is mailed.

                                        6


<PAGE>



     Voting Rights...................................         Preferred Shares will be entitled to one vote per share
                                                              voting together with the Common Stock, as one class
                                                              except as otherwise provided by the Delaware General
                                                              Corporation Law or in connection with certain other
                                                              matters. See "Description of Securities - Series A
                                                              Convertible Cumulative Redeemable Preferred
                                                              Stock.".

Warrants:

     Exercise Price..................................         $____ per share subject to adjustment in certain
                                                              circumstances. See "Description of Securities--
                                                              Warrants." The Warrants may be exercised at any
                                                              time commencing on the Separation Date.

     Expiration Date.................................         ___________, 2003.

     Redemption.....................................          Redeemable by the Company at any time commencing
                                                              on the earlier of the Separation Date or at a price of
                                                              $.__ per Warrant, provided that the closing sale or bid
                                                              price per share of the Common Stock exceeds $____
                                                              per share on at least 20 of the 30 consecutive trading
                                                              days ending within 15 days of the date on which the
                                                              Company mailed notice of redemption. See
                                                              "Description of Securities--Warrants."

Common Stock Outstanding (prior to and after

   Offering(2).......................................         5,306,750 shares of Common Stock.

Preferred Stock Outstanding:

     Prior to the Offering...........................         0

     After the Offering(3)...........................         1,000,000 Preferred Shares.

Warrants and Options Outstanding(2)

     Prior to the Offering...........................         1,435,000

     After the Offering..............................         3,435,000




                                        7


<PAGE>



Use of Proceeds......................................         The net proceeds of the Offering will be used for
                                                              acquisitions of complementary businesses, establish-
                                                              ment of a branch office in Central Europe,
                                                              development of software, marketing and advertising,
                                                              purchase of additional equipment, working capital, and
                                                              general corporate purposes.  See "Use of Proceeds".

Risk Factors.........................................         The securities offered hereby involve a high degree of
                                                              risk and immediate substantial dilution. See "Risk

                                                              Factors."

</TABLE>


NASDAQ Symbols:

     Common Stock....................................         EWEB

     Preferred Shares................................         EWEBP

     Warrants........................................         EWEBW

     Units...........................................         EWEBU

(1)  Unless otherwise indicated, all information in this Prospectus assumes that
     no portion of the Over-allotment Option is exercised.
(2)  Does not include an aggregate of ___________ shares of Common Stock,
     reserved as follows: (i) 350,000 shares reserved for outstanding options
     granted pursuant to the Company' Stock Option Plan; (ii) 1,085,000 shares
     reserved to cover exercise of outstanding Common Stock Purchase Warrants
     and options; (iii) __________ shares issuable upon conversion of the
     Preferred Shares including shares issuable on exercise of the
     over-allotment option; (iv) _________ shares issuable on exercise of
     warrants included in Units including warrants issuable on exercise of
     overallotment option; and (v) __________ shares issuable upon conversion of
     the Preferred Shares underlying the Underwriters' Preferred Share Warrants.
     In addition, shares of Common Stock may be issuable upon payment of
     dividends on the Preferred Shares.

(3)  Does not include 150,000 Units reserved to cover Underwriters'
     Over Allotment Option.



                                        8


<PAGE>



                        SUMMARY OF FINANCIAL INFORMATION

     The following table summarizes certain selected consolidated financial data
derived from the financial statements of the Company, and is qualified in its
entirety by the more detailed consolidated financial statements included
elsewhere herein.

OPERATING STATEMENT DATA

<TABLE>
<CAPTION>
                                                        YEAR ENDED                   THREE MONTHS ENDED

                                                        DECEMBER 31,                        MARCH 31,
                                                 --------------------------      --------------------
                                                 1996              1997                1997             1998
                                                 ----              ----                ----             ----
                                                                                (UNAUDITED)      (UNAUDITED)
<S>                                           <C>             <C>                  <C>              <C>      
Revenues - Internet.........................  $        --     $ 1,270,135          $ 286,252        $ 384,900
          - Construction....................           --             --                 --         1,724,468
                                              -----------    -----------       -------------    -------------
                                                       --       1,270,135            286,252        2,109,368
                                              -----------
Expenses (income):

  Cost of construction......................           --             --                 --         1,723,870
                                              -----------
  Compensation and related costs............    1,364.550        810,543             237,667          165,946
  Network costs.............................           --        525,530              75,161          171,240
  Consulting and professional fees..........      190,330        234,042              92,390           43,450
  Rent    ..................................        5,716        117,531              32,287           33,004
  Depreciation and amortization.............       29,352        497,362             106,408          116,073
  Interest expense - net....................      287,677        370,166             164,197           16,904
  Financing costs...........................       99,000        153,965              59,924               --
  Foreign currency loss.....................      150,917         28,654              74,424           41,576
  Write-down of construction-in-

    progress to estimated market value......    1,000,000        350,000                 --                --
  Gain on sale of investment in affiliate...           --       (524,000)                --                --
  Other   ..................................      379,472        713,570             122,904           52,390
                                              -----------    -----------          ----------        ---------
                                                3,517,014      3,277,363             965,367        2,364,453
                                                ---------     ----------           ----------       ---------
       Loss before equity in net loss of

         unconsolidated affiliate...........    3,517,014     (2,007,228)           (697,115)        (255,085)
Equity in net loss of unconsolidated affiliate   (278,000)            --                  --               --
                                                ---------  -------------       -------------   --------------
Net Loss....................................   $3,795,014)   $(2,007,228)          $(679,115)       $(255,085)
Other comprehensive loss - foreign
  currency translation adjustment...........           --        (35,900)                 --          (12,135)
                                             ------------      ----------     --------------       ----------
Comprehensive loss..........................  $(3,795,014)   $(2,043,128)      $    (679,115)      $ (267,220)
                                               ==========     ==========         ===========         =========
Net loss per share - basic and diluted......       $(2.26          $(.54)             $ (.24)           $(.05)
                                                   -------         =====               ======            ====
Weighted average number of shares
 outstanding................................     1,681,000     3,728,000           2,815,255        5,026,039
                                               ===========    ===========         ===========       =========
</TABLE>

<TABLE>
<CAPTION>

BALANCE SHEET DATA

                                                                                  DECEMBER 31,
                                                                                  ---------------
                                                    AS OF MARCH 31, 1998               1997
                                                ----------------------------           ----   
                                                ACTUAL         AS ADJUSTED(1)         ACTUAL

<S>                                                <C>                  <C>              <C>      
        Current assets.............                1,663,963            6,663,963        1,519,511
        Current liabilities.......                 1,590,299            1,590,299        1,349,079
        Working capital............                   73,664            5,073,664          170,432
        Total assets ..............                5,024,651           10,024,651        6,640,304
        Stockholders' equity.......                3,334,352            8,334,352        3,551,572

</TABLE>
(1)  Adjusted for the Units to be sold by the Company in this Offering and the
     estimated net proceeds of $5,000,000 to be received by the company.


                                        9


<PAGE>






                                  RISK FACTORS

     This Prospectus contains forward-looking statements that involve risks and
uncertainties. Actual results could differ materially from those discussed in
the forward-looking statements as a result of certain factors, including the
factors set forth below and elsewhere in this Prospectus. The following risk
factors should be considered carefully in addition to the other information
contained in this Prospectus before purchasing the Securities offered hereby

1.   Limited Operating History; Accumulated Deficit. Although the Company was
     founded in November 1992, it only entered the Internet business in January
     1997 by acquiring three operating Internet businesses. Accordingly, the
     Company has only a limited operating history on which to base an evaluation
     of its present business and prospects. The Company and its prospects must
     be considered in light of the risks, expenses and difficulties frequently
     encountered by companies in an early stage of development, particularly
     companies in new and rapidly evolving markets such as Internet. Such risks
     for the Company include, but are not limited to, an evolving business model
     and the management of both internal and acquisition~based growth. To
     address these risks, the Company must, among other things, continue to
     expand its client base, continue to develop the strength and quality of its
     operations, maximize the value delivered to clients, respond to competitive
     developments and continue to attract, retain and motivate qualified
     employees. There can be no assurance that the Company will be successful in
     meeting these challenges and addressing such risks and the failure to do so
     could have a material adverse effect on the Company's business, results of
     operations and financial condition.

     The Company has incurred net losses since inception, and as of March 31,
     1998 had an accumulated deficit of $15.4 million. In 1997, the only
     complete year in which the Company had Internet operations, the Company
     incurred a net loss of approximately $2.0 million. In the first three
     months period ended March 31,1998, the Company had a net loss of $255,085.
     On a pro forma basis, assuming that the acquisition by the Company of the
     three Internet services providers occurred on January 1, 1996, the
     Company's consolidated net loss for the year ended December 31, 1996 would
     have been approximately $4.6 million. Although the Company has experienced
     revenue growth in recent months, such growth rates may not be sustainable
     or indicative of future operating results. There can be no assurance that
     the Company will achieve or sustain profitability. See "Management's
     Discussion and Analysis of Financial Condition and Results of Operations."

2.   Risks Associated with Unspecified Acquisitions. The Company intends to use
     approximately 40% of the proceeds of this offering to expand its operations
     through acquisitions of complementary businesses such as making selective
     acquisitions of subscriber bases or service firms. While the Company from
     time to time evaluates possible acquisition opportunities, as of the date
     of this Prospectus, the Company has no plans, agreements, commitments,
     understandings or arrangements with respect to any such acquisition.
     Accordingly, the shareholders of the Company will not be able to review or
     vote on any such acquisitions which the Company may make. There can be no
     assurance that the Company will ultimately effect any acquisition, that it
     will be able to successfully integrate into its operations any subscriber
     base which it may acquire or that the Company will not incur significant
     amortization expense associated with attrition of newly acquired subscriber
     bases.

3.   Risks Related to Expansion. The Company also plans to expand the services
     which it offers, attract significant numbers of additional subscribers,
     expand its work force and expand its presence in Hungary and open a branch
     office in Central Europe. To successfully manage growth, the Company will
     be required to continue to implement and improve its operating systems,
     train and manage its employees, monitor operations, control costs and
     maintain effective quality controls. The Company has limited experience in
     effectuating rapid expansion and there can be no assurance that the Company
     will be able to successfully expand its operations or manage growth.

4.   Possible Future Capital Needs. The Company currently anticipates that its
     available cash resources, combined with the net proceeds to the Company
     from this offering, will be sufficient to meet its presently anticipated
     working capital and capital expenditure requirements for at least the next
     12 months. However, the Company may need to raise additional funds in order
     to support more rapid expansion, acquire complementary businesses or
     technologies or take advantage of unanticipated opportunities through
     public or private financing, strategic

                                       10


<PAGE>



     relationships or other arrangements. There can be no assurance that such
     additional funding, if needed, will be available on terms acceptable to the
     Company, or at all. If adequate funds are not available on acceptable
     terms, the Company may be unable to develop or enhance its services and
     products or take advantage of future opportunities either of which could
     have a material adverse effect on the Company's business, results of
     operations and financial condition. The Company may determine, depending
     upon the opportunities available to it, to seek additional debt or equity
     financing to fund the cost of acquiring subscriber bases or service firms.
     To the extent that the Company finances an acquisition with equity
     securities, any such issuance of equity securities would result in dilution
     to the interests of the Company's stockholders. Additionally, to the extent
     that the Company incurs indebtedness or issues debt securities in
     connection with any acquisition, the Company will be subject to risks
     associated with incurring substantial indebtedness, including the risks
     that interest rates may fluctuate and cash flow may be insufficient to pay
     principal and interest on any such indebtedness. See "Use of Proceeds" and
     "Business--EuroWeb Strategy."

5.   Recruitment and Retention of Internet Solutions Professionals. The
     Company's business of delivering Internet services is labor intensive.
     Accordingly, the Company's success depends in part on its ability to
     identify, hire, train and retain employees who can provide the Internet
     strategy, technology, marketing, audience development and creative skills
     required by clients. There is currently a shortage of such personnel, and
     this shortage is likely to continue for the foreseeable future, The Company
     competes intensely for qualified personnel with other companies, and there
     can be no assurance that the Company will be able to attract, assimilate or
     retain other highly qualified technical, marketing and managerial personnel
     in the future. The inability to attract and retain the necessary technical,
     marketing and managerial personnel would have a material adverse effect on
     the Company's business, results of operations and financial condition. See
     "Business--Employees."

6.   Board Discretion in Application of Proceeds; Benefits of Related Parties.
     Approximately $2,000,000 (40.0%) of the estimated net proceeds of this
     offering has been allocated to acquisition costs and $400,000 (8.0%) to
     working capital and general corporate purposes. Accordingly, the Company's
     management will have broad discretion as to the application of such
     proceeds. Additionally, a portion of the proceeds of this offering
     allocated to working capital may be used to pay the salaries of executive
     officers (which is anticipated to be approximately $318,000 (or 6.4% of the
     net proceeds) during the twelve months following this offering) to the
     extent operating cash flow is insufficient for such purpose. The failure of
     Management to apply such funds effectively could have a material adverse
     effect on the Company's business, results of operations and financial
     conditions. See "Use of Proceeds."

7.   Competition, Low Barriers to Entry. The market for Internet services is
     relatively new, intensely competitive, rapidly evolving and subject to
     rapid technological change. The Company expects competition to persist,
     intensify and increase in the future. The Company's principal competitors
     are Datanet, which has a customer base similar to that of the Company but
     larger than the Company's, and MATAV, the national Hungarian telephone
     company, which targets residential rather than business subscribers. The
     Company believes it can compete on the basis of the quality and reliability
     of its services, but there can be no assurance that it will be able to
     compete successfully.

     There are relatively low barriers to entry into the Company's business.
     Because professional services firms such as the Company rely on the skill
     of their personnel and the quality of their client service, the Company has
     no patented technology that would preclude or inhibit competitors from
     entering the Internet services market. The Company expects that it will
     face additional competition from new entrants into the market in the
     future. There can be no assurance that existing or future competitors will
     not develop or offer services that provide significant performance, price,
     creative or other advantages over those offered by the Company, which could
     have a material adverse effect on the Company's business, results of
     operations and financial condition. See "Business--Competition."

8.   Management of Growth. The Company's rapid growth has placed, and is
     expected to continue to place, a significant strain on the Company's
     managerial, operational, financial and other resources. The Company expects
     that continued hiring of new personnel will be required to support its
     business. The Company's future success will depend, in part, upon its
     ability to manage its growth effectively, which will require that the
     Company continue to implement and improve its operational, administrative
     and financial and accounting systems and controls and to expand, train and
     manage its employee base. There can be no assurance that the Company's
     systems, procedures or controls will be adequate to support the Company's
     operations or that the Company's

                                       11


<PAGE>



     management will be able to achieve the rapid execution necessary to exploit
     the market for the Company's business model. Furthermore, the Company's
     future performance will depend on the Company's ability to integrate any
     organizations which it may acquire and whose integration, which, even if
     successful, could take a significant period of time and will place a
     significant strain on the Company. As a result, there can be no assurance
     that the Company will be able to integrate any acquisitions successfully or
     in a timely manner in accordance with its strategic objectives. If the
     Company is unable to manage internal or acquisition-based growth
     effectively, the Company's business, results of operations and financial
     condition will be materially adversely affected. See "Business--
     Employees."

9.   Rapid Technological Change. The market for Internet services is
     characterized by rapid technological change, changes in user and client
     requirements and preferences, frequent new product and service
     introductions embodying new processes and technologies and evolving
     industry standards and practices that could render the Company's existing
     service practices and methodologies obsolete. The Company's success will
     depend, in part, on its ability to improve its existing services, develop
     new services and solutions that address the increasingly sophisticated and
     varied needs of its current and prospective clients, and respond to
     technological advances, emerging industry standards and practices, and
     competitive service offerings. There can be no assurance that the Company
     will be successful in responding quickly, cost-effectively and sufficiently
     to these developments. If the Company is unable, for technical, financial
     or other reasons, to adapt in a timely manner in response to changing
     market conditions or client requirements, its business, results of
     operations and financial condition would be materially adversely affected.
     See "Business--Industry Overview."

10.  Dependence on Key Personnel; Limited Management; Need for Qualified
     Management and Other Personnel. The success of the Company will be
     dependent on the personal efforts of Csaba Toro, Managing Director of
     Operations, Frank R. Cohen, Chairman, Chief Executive Officer and Treasurer
     and Robert Genova, who will serve as President after the Offering. Although
     the Company has entered into an employment agreement with Mr. Cohen and
     intends to enter into employment agreements with Messrs. Genova and Toro
     effective the month after completion of this offering, the loss of the
     services of any of such individuals could have a material adverse effect on
     the Company's business and prospects. The Company does not have and does
     not intend to obtain "key-man" insurance on the life of any of its
     officers. Mr. Toro devotes all of his time to the affairs of the Company,
     Mr Cohen devotes 75% of his time and Mr. Genova will devote 75% of his time
     to the affairs of the Company. Mr. Cohen is also a member of Cohen & Cohen,
     a law firm that is representing the Company in this offering. At the
     present time the Company has only two executive officers. The success of
     the Company is largely dependant upon its ability to hire and retain
     additional qualified management, marketing, technical, financial and other
     personnel including a Chief Financial Officer. Competition for qualified
     personnel is intense, and there can be no assurance that the Company will
     be able to hire or retain additional qualified personnel. Any inability to
     attract and retain qualified management and other personnel will have a
     material adverse effect on the Company. See"Business- Employees" and
     "Management."

11.  Government Regulation and Legal Uncertainties. The Company is not currently
     subject to direct government regulation other than laws and regulations
     applicable to businesses generally, and there are currently few laws or
     regulations directly applicable to access to or commerce on the Internet.
     However, due to the increasing growth and use of the Internet, it is likely
     that a number of laws and regulations may be adopted at the local, state,
     national or international levels with respect to the Internet covering
     issues such as user privacy, freedom of expression, pricing of products and
     services, taxation, information security or the convergence of traditional
     communications services with Internet communications. Moreover, the
     adoption of any such laws or regulations may decrease the growth of the
     Internet, which could in turn decrease the demand for the Company's
     services or increase the cost bf doing business or in some other manner
     have a material adverse effect on the Company's business, results of
     operations or financial condition. See "Business--Government Regulations."

12.  Foreign Currency and Exchange Risks and Rate Revaluation. The Company will
     be subject to significant foreign exchange risk. There are currently no
     meaningful ways to hedge currency risk in Hungary. Therefore, the Company's
     ability to limit its exposure to currency fluctuations is significantly
     restricted.

     Although the Forint has recently become exchangeable outside Hungary, there
     is not yet a freely convertible exchange market in place for the Forint. In
     addition, Hungarian law permits the repatriation of foreign currency

                                       12


<PAGE>



     only for dividends to the extent of capital investment and earnings, as
     determined under applicable Hungarian law. There can no assurances as to
     the future exchangeability or convertibility of Forints. See "Management's
     Discussion and Analysis of Financial Conditions and Results of
     Operation--Foreign Currency."

13.  No Prior Public Market for Units or Preferred Shares. Prior to the
     Offering, there has been no public market for the Units or the Preferred
     Shares, and there can be no assurance that an active trading market will
     develop or continue after the completion of the Offering. The initial
     public offering price of the Units has been determined by negotiations
     between the Company and the Representative and may not be indicative of the
     market price for the Units after the Offering. Since July 29, 1993, the
     Common Stock has traded on the NASDAQ SmallCap Market. See "Description of
     Securities."

14.  Dividends. The Company has not previously paid any dividends on its Common
     Stock and intends to follow a policy of retaining all of its cash flow from
     operations, if any, to finance the development and expansion of its
     business. Since its formation, the Company's operation have resulted in
     losses, and for the foreseeable future, the Company expects to pay
     dividends on the Preferred Shares in Common Stock, to the extent legally
     permissible. See "Dividend Policy."

15.  Risk of Inclusion of Forward-Looking Statements. This Prospectus includes
     certain forward-looking statements within the meaning of the Private
     Securities Litigation Reform Act of 1995 with respect to the financial
     condition, results of operations and business of the Company. Such
     statements reflect significant assumptions and subjective judgments by the
     Company's management concerning anticipated results. These assumptions and
     judgments may or may not prove to be correct. Moreover, such
     forward-looking statements are subject to risks and uncertainties that may
     cause actual results to differ materially from those contemplated in such
     forward-looking statements. Investors are cautioned not to place undue
     reliance on these forward-looking statements, which speak only as of the
     date hereof. The Underwriters have not attempted to verify the basis for
     any such statements independently and neither the Underwriters nor the
     Company undertakes any obligation to release publicly any revisions to
     these forward-looking statements to reflect events occurring or
     circumstances arising after the date hereof or to reflect the occurrence of
     unanticipated events. See "Management's Discussion and Analysis of
     Financial Condition and Results of Operations."

16.  Effect of Outstanding Options and Warrants on Future Price of Common Stock.
     As of the date of this Prospectus, there are outstanding Warrants to
     purchase an aggregate of 575,000 shares of Common Stock at prices from
     $1.25 to $14.75 per share, outstanding non-plan stock options to purchase
     510,000 shares of Common Stock at prices ranging from $1 to $2 per share
     and options outstanding under the Option Plan to purchase 350,000 shares of
     Common Stock at prices from $1 to 3 3/8 per share. No prediction can be
     made as to the effect, if any, that the exercise of Warrants and stock
     options will have on the market prices prevailing from time to time. The
     possibility that substantial amounts of Common Stock may be sold in the
     public market may adversely affect the prevailing market price for the
     Common Stock and could impair the Company's ability to raise capital
     through the sale of its equity securities. See "Description of
     Securities--Outstanding Options and Warrants."

17.  Possible Delisting and Risk of Low-Priced Securities. The Common Stock is
     currently being quoted on the NASDAQ SmallCap Market under the symbols
     "EWEB." The Units are expected to be approved for listing, subject to
     official notice of issuance, on the NASDAQ SmallCap Market. If the Company
     is unable to satisfy the NASDAQ SmallCap Market maintenance criteria in the
     future, its Units and Common Stock may be delisted from trading on the
     NASDAQ SmallCap Market. If it did not qualify for such listing, trading, if
     any, would thereafter be conducted in the over-the-counter market in the
     so-called "pink sheets" or the "Electronic Bulletin Board" of the National
     Association of Securities Dealers, Inc. ("NASD"), and consequently an
     investor could find it more difficult to dispose of, or to obtain accurate
     quotations as to the price of the Company's securities.

     The Securities Enforcement and Penny Stock Reform Act of 1990 requires
     additional disclosure relating to the market for penny stocks in connection
     with trades in any stock defined as a penny stock. Commission regulations
     generally define a penny stock to be an equity security that has a market
     price of less than $5.00 per share, subject to certain exceptions. Such
     exceptions include any equity security listed on NASDAQ and any equity
     security issued by an issuer that has net tangible assets of at least
     $2,000,000, if such issuer has been in continuous operation for three
     years. Unless an exception is available, the regulations require the
     delivery, prior to any transaction

                                       13


<PAGE>



     involving a penny stock, of a disclosure schedule explaining the penny
     stock market and the risks associated therewith. The regulations also
     require that broker/dealers who recommend such securities to persons other
     than established customers and accredited investors must make a special
     written suitability determination for the purchaser and receive the
     purchaser's written agreement to a transaction prior to sale.

     If the Company's securities become subject to the regulations applicable to
     penny stocks, the market liquidity for the Company's securities could be
     severely affected. In such an event, the regulations on penny stocks could
     limit the ability of broker/dealers to sell the Company's securities and
     thus the ability of purchasers of the Company's securities to sell their
     securities in the secondary market. The Company's Common Stock was trading
     below $1 per share for more than a year prior to April 1998. Furthermore,
     the Company's net tangible assets at March 31, 1998 were approximately
     $1,880,000.

18.  Possible Negative Effects of Preferred Stock. The Company has authorized
     5,000,000 shares of Preferred Stock, of which 1,500,000 have been
     designated as Series A Convertible Cumulative Redeemable Preferred Stock.
     The designation, rights and preferences of the remaining 3,500,000 shares
     (including voting, dividend, redemption and liquidation rights) may be
     fixed by the Company's Board of Directors, from time to time, without
     further shareholder action. Shares of such remaining shares of Preferred
     Stock could be issued in the future with such rights and preferences as
     could make the possible takeover of the Company or the removal of
     management of the Company more difficult or could otherwise adversely
     impact the rights of holders of Common Stock. Further, under current
     regulations of the Securities and Exchange Commission, if any such
     Preferred Stock were issued by the Company with such voting rights as had
     the effect of nullifying, restricting or disparately reducing the per share
     voting rights of holders of Common Stock, such issuance could result in the
     disqualification of the Company's securities from listing on NASDAQ or on a
     securities exchange. See "Description of Securities--Preferred Stock."

19.  Voting Rights of Preferred Shares. Until conversion, the Preferred Shares
     will be entitled to only one vote per share, voting together with the
     Common Stock as one class on all matters except as otherwise provided by
     Delaware law and with respect to the issuance of certain additional shares
     of Preferred Stock. Each Preferred Share is convertible into ____ shares of
     Common Stock, each of which is entitled to one vote. See "Description of
     Securities."

20.  Limitation on Director Liability. As permitted by Delaware corporation law,
     the Company's Certificate of Incorporation limits the liability of
     Directors to the Company or its stockholders to monetary damages for breach
     of a Director's fiduciary duty except for liability in certain instances.
     As a result of the Company's charter provision and Delaware law,
     stockholders may have a more limited right to recover against Directors for
     breach of their fiduciary duty other than as existed prior to the enactment
     of the law. See "Management--Limitation of Liability and Indemnification."

                                       14


<PAGE>



                            PRICE RANGE OF SECURITIES

     Prior to the date hereof, there has been no market for the Units or
Preferred Stock of the Company. The Company's Common Stock traded since July 29,
1993 on the NASDAQ Small-Cap Market. Prior to that date, there was no
established public trading market for the Company's Common Stock. The name of
the corporation was changed from Hungarian Teleconstruct Corp. to EuroWeb
International Corp. on July 9, 1997 and the symbol was changed from HTEL to EWEB
on the NASDAQ Small-Cap Market.

     The NASDAQ SmallCap Market now requires that in order to continue to be
listed, the Company must maintain $2 million in net tangible assets and a
minimum bid price of $1.00 per share. Failure to meet either of these
maintenance requirements in the future may result in the discontinuance of the
inclusion of the Company's securities in the NASDAQ SmallCap Market. In such
event trading, if any, of the Company's securities would thereafter be conducted
in the non-NASDAQ over-the-counter market known as the Bulletin Board. Although
the Company believes that it will be able to satisfy both of these maintenance
criteria after the completion of this offering, the Company's Common Stock was
trading below $1.00 for more than a year prior to April 1998 and the Company's
net tangible assets at March 31, 1998 were approximately $1,880,000.

     The following table sets forth the range of high and low bid prices as
reported by NASDAQ. Bid quotations reflect interdealer prices without retail
mark-up, mark-down or commission transactions.

                                                   HIGH               LOW
                                                  -------           ------ 
       QUARTER ENDING:

       1995

       March 31, 1995   ......................     13 3/4           4 5/8
       June 30, 1995    ......................       61/2          4
       September 30, 1995.....................       7              3 3/4
       December 31, 1995......................       5              2 5/8

       1996

       March 31, 1996   ......................       3 7/8          3 1/4
       June 30, 1996    ......................       3 3/4          2 3/4
       September 30, 1996.....................       5 1/4          2 7/8
       December 31, 1996......................       3 1/8          1 3/8

       1997

       March 31, 1997   ......................       2 1/2          1 1/8
       June 30, 1997    ......................       1 5/16           5/8
       September 30, 1997.....................       1                5/8
       December 31, 1997......................          7/8           3/8

       1998

       March 31, 1998   ......................           1/2           1/4
       June 30, 1998    ......................         3 1/4           3/8
       September 30, 1998 (up to July 8)......         2 3/4        1 13/16

     As of July 8, 1998, there were 57 holders of record of the 5,306,750
outstanding shares of the Common Stock. As of July 8, 1998, the Company had an
estimated 2,500 beneficial shareholders. The closing bid price of the Common
Stock on July 8, 1998 was 2 3/8. There is presently no market for the Units or
the Preferred Shares, and there can be no assurance that a public trading market
for the Units or the Preferred Shares will develop after this Offering. The
Representative has advised the Company that it intends to make a market for the
Units immediately after the public offering of these securities but may
discontinue these activities at any time.

     The average daily trading volume of the Company's Common Stock for the
month of May 1998 was 209,005 shares.

                                       15


<PAGE>



                                 CAPITALIZATION

     The following table sets forth the capitalization of the Company as of the
date of this prospectus, and adjusted to give effect to the sale of 1,000,000
Units offered by the Company and the application of the proceeds therefrom as
described in "Use of Proceeds."
<TABLE>
<CAPTION>

                                                                                              MARCH 31, 1998
                                                                                        ------------------------  
                                                                                        ACTUAL    AS ADJUSTED(1)
                                                                                        ------    --------------    
<S>                                                                               <C>              <C>                          
Stockholders' equity:
     Common Stock, $.001 par value; 15,000,000 shares authorized;
        issued and outstanding 5,178,246, as adjusted 5,178,246..................  $       5,178     $       5,178
     Preferred Stock $.001 par value, 5,000,000 shares authorized -
        Series A Convertible Cumulative Redeemable Preferred Stock, 1,500,000
        shares authorized - no shares issued, 1,000,000 shares
        issued as adjusted.........................................................            0             1,000
     Additional paid-in capital..................................................     18,804,997        23,803,997
     Deficit.....................................................................   (15,427,788)      (15,427,788)
Accumulated other comprehensive loss:
     Foreign currency translation adjustments....................................       (48,035)          (48,035)
                                                                                      ----------        ----------
        Total Stockholders' Equity...............................................    $ 3,334,352       $ 8,334,352
                                                                                      ----------        ==========
</TABLE>

(1)  Unless otherwise indicated, all information in this Prospectus assumes that
     no portion of the Over-allotment Option is exercised.

                                 DIVIDEND POLICY

     The Company has never paid any cash dividends on the Common Stock. The
Company anticipates that in the foreseeable future, earnings, if any, will be
retained for use in the business or for other corporate purposes, and it is not
anticipated that cash dividends will be paid either on the Preferred Shares or
Common Stock. Dividends on the Preferred Shares will be paid in Common Stock if
the Company is legally able to do so. The Company is dependent upon payment of
dividends from its Hungarian subsidiary companies as the source of its own cash
dividends.

     Hungarian companies are permitted to pay annual dividends out of profits,
determined on the basis of Hungarian accounting principles, following
recommendation of its Board of Directors and a declaration by the Annual General
Meeting which must be held in the first four months of each year. Dividends are
payable to foreign investors, such as the Company, in Forints, which may be
converted into U.S. Dollars at the official rate of exchange set by the National
Bank of Hungary.

                                 USE OF PROCEEDS

     The net proceeds to the Company from the sale of the securities offered
hereby are estimated to be $5,000,000 ($5,810,000 if the Underwriters'
over-allotment option is exercised in full). The Company expects to use the net
proceeds during the twelve months following this offering approximately as
follows:
<TABLE>
<CAPTION>

                                                                                                APPROXIMATE
                                                                       APPROXIMATE            PERCENTAGE OF
APPLICATION OF PROCEEDS                                              DOLLAR AMOUNT            DOLLAR AMOUNT
- -----------------------                                              -------------            -------------
<S>                                                                    <C>                           <C>  
Acquisition of complementary businesses (1)..................           $2,000,000                    40.0%
Establishment of branch office in Central Europe(2)..........            1,000,000                    20.0%
Development of software (3)..................................              600,000                    12.0%
Purchase of equipment (4)....................................              500,000                    10.0%
Marketing and Advertising (5)................................              500,000                    10.0%
Working capital & general corporate purposes (6).............              400,000                     8.0%
                                                                       -----------                  -------
Total........................................................           $5,000,000                   100.0%
                                                                        ==========                   ======
</TABLE>


                                       16


<PAGE>


<TABLE>
<CAPTION>

<S>                                                                      <C>                  <C>  
Establishment of branch office in Central Europe(2)..........            1,000,000            20.0%
Development of software (3)..................................              600,000            12.0%
Purchase of equipment (4)....................................              500,000            10.0%
Marketing and Advertising (5)................................              500,000            10.0%
</TABLE>

(1)  Represents anticipated costs to acquire complementary businesses in
     Internet access providing, Web design and software development. As of the
     date of this prospectus, the Company has no plans, agreements, commitments,
     understandings or arrangements with respect to any such acquisition. See
     "Business--EuroWeb Strategy."
(2)  Represents anticipated costs associated with the establishment of a branch
     office in Central Europe, including the cost of equipment, telephone lines
     and initial rent and salaries for technical and support personnel. See
     "Business--EuroWeb Strategy."
(3)  Represents estimated costs of developing databases and software for special
     projects.
(4)  Represents estimated costs of additional computers, servers,
     routers and other equipment needed as the Company expands.
(5)  Includes costs associated with advertising in local newspapers and trade
     publications, fees for independent marketing consultants and the salaries
     for up to three marketing and sales personnel. See "Business-- Marketing
     and Sales."
(6)  Working capital may be used among other things, to pay salaries of the
     Company's executive officers (which is anticipated to be approximately
     $306,000 during the twelve months following the offering), rent, trade
     payables, professional fees and other operating expenses.

     If the Underwriters exercises their over-allotment option in full, the
company will realize additional net proceeds of $810,000, which will be added to
the Company's working capital.

     Based on currently proposed plans and assumptions relating to the
implementation of its business plans, the Company believes that the proceeds of
this offering will be sufficient to satisfy its contemplated cash requirements
for at least twelve months following the consummation of this offering. In the
event that the Company's plans change, its assumptions change or prove to be
inaccurate or if the proceeds of this offering otherwise prove to be
insufficient to implement its business plans, the Company may find it necessary
or desirable to reallocate a portion of the proceeds within the above described
categories, use proceeds for other purposes, seek additional financing or
curtail its operations. Management will maintain broad discretion as to the
allocation of proceeds. Decisions as to the allocation of working capital will
be made by the executive officers and directors of the Company. There can be no
assurance that any additional financing will he available to the Company on
acceptable terms, or at all.

     Proceeds not immediately required for the purposes described above will be
invested principally in United States government securities, short-term
certificates of deposit, money market funds or other short-term interest bearing
investment.

                                       17


<PAGE>



                         SELECTED FINANCIAL INFORMATION

     The following financial data should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the financial statements and notes thereto included in this
Prospectus. The data insofar as it relates to each of the years 1997 and 1996
have been derived from audited financial statements and notes thereto appearing
elsewhere herein. The data for the three months ended March 31, 1998 and 1997
have been derived from unaudited financial statements which, in the opinion of
management, include all adjustments, consisting of only normally recurring
adjustments, necessary for a fair statement of the results for unaudited interim
periods. The Company entered into the Internet business in January 1997.
Accordingly, and recognizing that the Company has engaged in its current primary
line of business only for approximately one year, the Company has a limited
operating history upon which an evaluation of the Company and its prospects can
be based. Management therefore believes that period-to-period comparisons of the
Company's results of operations are not indicative of future results.

<TABLE>
<CAPTION>

OPERATING STATEMENT DATA

                                                        YEAR ENDED                   THREE MONTHS ENDED
                                                        DECEMBER 31,                        MARCH 31,
                                                 --------------------------      ---------------------------
                                                 1996              1997                1997             1998
                                                 ----              ----                ----             ----
                                                                                (UNAUDITED)      (UNAUDITED)
<S>                                           <C>             <C>                  <C>              <C>      
Revenues - Internet.........................  $        --     $ 1,270,135          $ 286,252        $ 384,900
          - Construction....................           --             --                 --         1,724,468
                                              -----------    -----------       -------------    -------------
                                                       --       1,270,135            286,252        2,109,368
                                              -----------
Expenses (income):

  Cost of construction......................           --             --                 --         1,723,870
                                              -----------
  Compensation and related costs............    1,364.550        810,543             237,667          165,946
  Network costs.............................           --        525,530              75,161          171,240
  Consulting and professional fees..........      190,330        234,042              92,390           43,450
  Rent    ..................................        5,716        117,531              32,287           33,004
  Depreciation and amortization.............       29,352        497,362             106,408          116,073
  Interest expense - net....................      287,677        370,166             164,197           16,904
  Financing costs...........................       99,000        153,965              59,924               --
  Foreign currency loss.....................      150,917         28,654              74,424           41,576
  Write-down of construction-in-

    progress to estimated market value......    1,000,000        350,000                 --                --
  Gain on sale of investment in affiliate...           --       (524,000)                --                --
  Other   ..................................      379,472        713,570             122,904           52,390
                                              -----------    -----------          ----------        ---------
                                                3,517,014      3,277,363             965,367        2,364,453
                                                ---------     ----------           ----------       ---------
       Loss before equity in net loss of

         unconsolidated affiliate...........    3,517,014     (2,007,228)           (697,115)        (255,085)
Equity in net loss of unconsolidated affiliate   (278,000)            --                  --               --
                                                ---------  -------------       -------------   --------------
Net Loss....................................   $3,795,014)   $(2,007,228)          $(679,115)       $(255,085)
Other comprehensive loss - foreign
  currency translation adjustment...........           --        (35,900)                 --          (12,135)
                                             ------------      ----------     --------------       ----------
Comprehensive loss..........................  $(3,795,014)   $(2,043,128)      $    (679,115)      $ (267,220)
                                               ==========     ==========         ===========         =========
Net loss per share - basic and diluted......       $(2.26          $(.54)             $ (.24)           $(.05)
                                                   -------         =====               ======            ====
Weighted average number of shares
 outstanding................................     1,681,000     3,728,000           2,815,255        5,026,039
                                               ===========    ===========         ===========       =========
</TABLE>
<TABLE>
<CAPTION>


BALANCE SHEET DATA

                                                                                  DECEMBER 31,
                                                                                  ---------------
                                                    AS OF MARCH 31, 1998               1997
                                                ----------------------------           ----   
                                                ACTUAL         AS ADJUSTED(1)         ACTUAL

<S>                                                <C>                  <C>              <C>      
        Current assets.............                1,663,963            6,663,963        1,519,511
        Current liabilities.......                 1,590,299            1,590,299        1,349,079
        Working capital............                   73,664            5,073,664          170,432
        Total assets ..............                5,024,651           10,024,651        6,640,304
        Stockholders' equity.......                3,334,352            8,334,352        3,551,572

(1)  Adjusted for the Units to be sold by the Company in this Offering and the
     estimated net proceeds of $5,000,000 to be received by the Company.

</TABLE>

                                       18


<PAGE>



                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

INTRODUCTION

     The following discussion and analysis should be read in conjunction with
"Selected Financial Information" and the Company's Consolidated Financial
Statements including the Notes thereto, included elsewhere in this Prospectus.
Except for the historical information contained herein, the discussion in this
Prospectus contains forward-looking statements that invoke risks and
uncertainties, such as statements of the Company's plans, objectives,
expectations and intentions. The Company's actual results could differ
materially from those discussed below. Factors that could cause or contribute to
such differences include those discussed in "Risk Factors," as well as those
discussed elsewhere herein.

     The Company was organized on November 9, 1992 under the laws of the State
of Delaware as Hungarian Teleconstruct Corp., and changed its name to EuroWeb
International Corp. on July 9, 1997. It was a development stage company through
December 31, 1993. It originally had two subsidiary Hungarian corporations, one
of which was engaged as a general contractor in the construction of buildings
and the other was engaged in the construction of local telephone exchanges for
community sponsored telecom companies in Hungary. It had two operating business
segments: (1) building of condominium apartments and (2) design and laying of
underground fiber optic telephone and cable lines. The latter segment was
discontinued in 1994.

     The Company built two luxury 14-unit condominium buildings in Budapest.
During 1996 and 1997, the Company sold one of the apartments in the first
building ("Building A") to a third party and agreed to sell the remaining 13
apartments in Building A prior to its completion to M&A Corp. ("M&A"), a
corporation wholly owned by Peter Klenner ("Klenner"), its former president. It
was agreed that the closing of the sale would take place on the completion of
the second building ("Building B"). Klenner agreed to loan the Company funds to
complete Building B, which loans were to be applied against his purchase price
of Building A. The Company completed Building B in March 1998. The Company
leased Building B to an unaffiliated person for a five year term commencing
April 1, 1998 at a net rental of $22,000 per month with an option to purchase
the building for $2,000,000. The sale of Building A was recognized for
accounting purposes in the three months ended March 31, 1998. The Company has no
intention at the present time to commence new construction. (See "Certain
Transactions").

     In January 1997, the Company entered the Internet business by acquiring
three Internet service providers in Hungary. At present, EuroWeb is a leading
Internet service provider operating in Hungary that provides full Internet and
Web site solutions and services primarily to businesses. The Company offers a
comprehensive range of services to deliver Internet solutions designed to
improve clients' business processes. The Company's services include providing
access to an international backbone, design of web sites, hosting of web sites,
strategy consulting, analysis and design, software development, electronic
commerce and discount Fax. The Company markets its services principally to
medium-sized and large companies.

     The Company has only a limited operating history upon which to base an
evaluation of its business and prospects. The Company and its prospects must be
considered in light of the risks, expenses and difficulties frequently
encountered by companies in an early stage of development, particularly
companies in new and rapidly evolving markets such as Internet services. Such
risks for the Company include, but are not limited to, an evolving business
model and the management of both internal and acquisition based growth. To
address these risks, the Company must, among other things, respond to
competitive developments and continue to attract, retain and motivate qualified
employees. There can be no assurance that the Company will be successful in
meeting these challenges and addressing such risks and the failure to do so
could have a material adverse effect on the Company's business, results of
operations and financial condition. The Company has incurred net losses since
inception and as of March 31, 1998 had an accumulated deficit of $15.4 million.
Although the Company has experienced revenue growth in recent months, such
growth rates may not be sustainable or indicative of future operating results,
and there can be no assurance that the Company will achieve and sustain
profitability. See "Risk Factors--Limited Operating History; Accumulated
Deficit."

                                       19


<PAGE>



RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 1998 COMPARED TO THREE MONTHS ENDED MARCH 31, 1997.

     For the three months ended March 31, 1998, the Company incurred a net loss
of $267,200, a net loss of $.05 per share compared to a net loss of $679,115, a
net loss of $.24 per share for the three months ended March 31, 1997.

     For the three months ended March 31, 1998, revenues were $2,109,368, of
which $384,900 was derived from the Internet business, and $1,724,468 from
construction compared with revenues of $286,252 during the three months ended
March 31, 1997, all of which was derived from the Internet business. The
increase of $98,648 in Internet revenues was due primarily to an increase in the
number of subscribers.

     Cost of construction of $1,723,870 for the three months ended March 31,
1998 represents the costs associated with the construction revenue recognized
during the period.

     Compensation and related costs decreased to $165,946 in 1998 from $237,667
in 1997. The 1997 amount includes approximately $119,000 more of stock
compensation to former officers of the Company than the 1998 amount.

     Network costs of $171,240 were incurred in 1998 in connection with the
Internet business as compared with $75,161 in the comparable period of 1997.
Network costs represent connection fees charged to the Company by the owner of
the international and Hungarian telephone lines leased to the Company by the
owners of the international and Hungarian telephone lines leased by the Company
and subleased by the Company to its subscribers. The increase in network costs
was due primarily to the increase in the number of subscribers.

     Interest expense-net decreased to $16,904 for the three months ended March
31, 1998 from $164,197 in the comparable period of 1997 primarily as a result of
no incremental interest charge incurred during the three months ended March 31,
1998 compared to $150,000 incurred during the three months ended March 31, 1997
relating to the convertibility of the convertible debentures.

     Other expenses decreased to $52,390 in this three month period of 1998 from
$122,904 in the three months ended March 31, 1997 primarily as a result of
greater efficiency in the Internet business.

YEAR ENDED DECEMBER 31, 1997 COMPARED TO YEAR ENDED DECEMBER 31, 1996

     For the year ended December 31, 1997, the Company incurred a net loss of
$2,007,228, a net loss of $.54 per share compared to a net loss of $3,795,014, a
net loss of $2.26 per share for the year ended December 31, 1996.

     For the year ended December 31, 1997, revenues were $1,270,135, all of
which were derived from the Internet business, compared with no revenues during
the year ended December 31, 1996. The Company first entered into the Internet
service provider business on January 2, 1997 when it acquired three Internet
service provider companies. It had no Internet related revenues prior to the
date of acquisitions.

     Compensation and related costs decreased to $810,543 in 1997 from
$1,364,550 in 1996, even though the 1997 amount includes approximately $400,000
of costs relating to the Internet business. The 1996 amount included $972,000 in
connection with the former President's resignation.

     Network (or connection fee) costs of $525,530 were incurred in 1997 in
connection with the Internet business.

     Rent increased to $117,531 in 1997 from $5,716 in 1996 primarily as a
result of the Internet business.

     Depreciation and amortization increased to $497,362 in 1997 from $29,352 in
1996 primarily as a result of amortization of goodwill ($383,000) and
depreciation of equipment ($95,078) relating to the Internet business.

     Interest expense-net increased to $370,166 in 1997 from $287,677 in 1996
primarily as a result of the convertible

                                       20


<PAGE>



debt borrowing and the loan from Hungarian Broadcasting Corp.

     Other expenses increased to $713,570 in 1997 from $363,472 in 1996
primarily as a result of the Internet business.

LIQUIDITY AND CAPITAL RESOURCES

     In 1997 and 1996, the Company sold $850,000 and $792,500 of 10% convertible
debentures due 2 years from the date of sale to foreign investors outside the
United States in private placements receiving aggregate net proceeds of
approximately $696,000 and $693,500, respectively, after deducting placement
agent fees and offering expenses of approximately $154,000 and $99,000,
respectively. The original principal amount of the debentures was convertible
into shares of Common Stock at a conversion price of 50% of the market price of
the Company's common stock. During 1998, 1997 and 1996, debentures of $150,000,
$1,185,000 and $307,500 and accrued interest of $5,841, $42,252 and $3,907,
respectively, were converted into 356,814, 2,413,667 and 263,979 shares of
common stock, respectively.

     The incremental yield on the debentures relating to the convertibility of
the debentures into common stock at a 50% discount to the common stock's market
price resulted in an interest charge of $327,000 and $300,000 to the
consolidated statement of loss for the years ended December 31, 1997 and 1996,
respectively. In addition, financing costs of approximately $154,000 and $99,000
incurred in connection with the sale of the debentures have been charged to
operations during 1997 and 1996, respectively, since substantially all of the
debentures were converted to common stock within a short period after issuance.

     In October 1996, the Company sold a private placement of securities
consisting of 550,000 shares of common stock and 550,000 common stock purchase
warrants exercisable at $2 per share, (which exercise price was subsequently
reduced to $1.25 per share on June 26, 1997), at any time from October 1, 1997
until September 30, 2001 for net proceeds of $972,450 after deducting placement
agent fees and offering expenses of $127,550. The warrants and the underlying
shares of common stock have been registered under the Securities Act of 1933.

     On August 26, 1997, the Board of Directors approved an increase in the
number of shares of common stock to be available under the Company's 1993
Incentive Stock Option Plan from 350,000 to 700,000. This action is subject to
approval of the Company's shareholders at the next annual shareholder meeting to
be held in July 1998.

     In March 1998, the Company completed the construction of two 14-unit
condominium buildings in Budapest. As of April 1, 1998, the Company net leased
Building B to an unaffiliated person for a net monthly rental of $22,000 for a
five year term. The net lease also contains an option to purchase Building B for
the sum of $2,000,000, plus VAT taxes, if any, during any time during the lease.
See "Certain Transactions."

     The Company currently anticipates that its current cash position and its
cash flows from current operations, together with the proceeds of the subject
offering, will be sufficient to meet its presently anticipated working capital
and capital expenditure requirements for at least the next 12 months. The net
proceeds from this offering will be used to support more rapid expansion,
develop new or enhanced services and products, acquire complementary businesses
or technologies or take advantage of unanticipated opportunities. The Company's
future liquidity and capital requirements will depend upon numerous factors,
including the success of the Company's existing and new service offerings and
competing technological and market developments. The Company may be required to
raise additional funds through public or private financing, strategic
relationships or other arrangements. There can be no assurance that such
additional funding, if needed, will be available on terms acceptable to the
Company, or at all. If adequate funds are not available on acceptable terms, the
Company may be unable to develop or enhance its services and products, take
advantage of future opportunities or respond to competitive pressures, any of
which could have a material adverse effect on the Company's business, results of
operations and financial condition.

                                       21


<PAGE>



THE YEAR 2000

     The Company is currently evaluating the impact of the Year 2000 on its
management, information and operating systems. At this time, management believes
that the impact of the Year 2000 will have no material effect on its operations
or financial results.

FOREIGN CURRENCY, INFLATION AND SEASONALITY

     The rate of inflation in Hungary was 18% in 1997 compared with 23% in 1996
and 28% for 1995. Prices have been rising rapidly in recent years.

     Internet operations are not seasonal.

     The Company will be subject to significant foreign exchange risk. There are
currently no meaningful ways to hedge currency risk in Hungary. Therefore, the
Company's ability to limit its exposure to currency fluctuations is
significantly restricted.

     Although the Forint has recently become exchangeable outside Hungary, there
is not yet a freely convertible exchange market in place for the Forint. In
addition, Hungarian law permits the repatriation of foreign currency only for
dividends to the extent of capital investment and earnings, as determined under
applicable Hungarian law. There can no assurances as to the future
exchangeability or convertibility of Forints.

RECENT ACCOUNTING PRONOUNCEMENTS

     In June 1997, the FASB issued SFAS No 130. "Reporting Comprehensive Income,
which establishes standards for reporting and display of comprehensive income,
its components and accumulated balances. Comprehensive income is defined to
include all changes in equity except those results from investments by owners
and distributions to owners. Among other disclosures, SFAS 130 requires that all
items that are required to be recognized under current accounting standards as
components of comprehensive income be reported in a financial element that is
displayed with the same prominence as other financial statements.

     SFAS 130 is effective for financial statements for periods beginning after
December 15, 1997 and requires comparative information for earlier periods to be
restated. The Company adopted SFAS 130 as of January 1998.

     In June 1997, the FASB issued SFAS No. 131, "Disclosures About Segments of
an Enterprise and Related Information, which supersedes SFAS No. 14, "Financial
Reporting for Segments of a Business Enterprise." SFAS 131 establishes standards
for the way that public companies report information about operating segments in
annual financial statements and requires reporting of selected information about
operating segments in interim financial statements issued to the public. It also
establishes standards for disclosure regarding products and services, geographic
areas and major customers. SFAS 131 defines operating segments as components of
a company about which separate financial information is available that is
evaluated regularly by the chief operating decision maker in deciding how to
allocate resources and in assessing performance.

     SFAS 131 is effective for financial statements for periods beginning after
December 15, 1997 and requires comparative information for earlier periods. The
Company adopted SFAS 130 as of January 31, 1998. Because of the recent issuance
of this standard, management has been unable to fully evaluate the impact, if
any, it may have on future financial statement disclosures. Results of
operations and financial position, however, will be unaffected by implementation
of this standard.

                                       22


<PAGE>



                                    BUSINESS

HISTORY

     The Company was organized on November 9, 1992 under the laws of the State
of Delaware as Hungarian Teleconstruct Corp., and changed its name to EuroWeb
International Corp. on July 9, 1997. It was a development stage company through
December 31, 1993. It originally had two subsidiary Hungarian corporations, one
of which was engaged as a general contractor in the construction of buildings
and the other was engaged in the construction of local telephone exchanges for
community sponsored telecom companies in Hungary. It had two operating business
segments: (1) building of condominium apartments and (2) design and laying of
underground fiber optic telephone and cable lines. The latter segment was
discontinued in 1994.

     The Company built two luxury 14-unit condominium building in Budapest which
were completed in early 1998. The Company has no intention at the present time
to commence new construction. (See "Management Discussion and Analysis of
Financial Condition and Results of Operations" and "Certain Transactions").

     The Company entered the Internet service provider business in Hungary in
January 1997 by acquiring three Hungarian Internet service companies ("Internet
providers") from unrelated parties, namely, EUNET, E-Net and MS Telecom. EUNET
was the leading provider of leased line Internet access services in Hungary.
E-Net was recognized as the premier developer of Web sites in Hungary, providing
content, design and database functions, as well as Web site hosting services. MS
Telecom was a provider of dial-up Internet access services in Hungary. The three
combined companies were merged into a new Hungarian company known as EuroWeb and
relocated into a single new facility. New technological equipment was added
including a CISCO 7200 router, a CISCO AS 5200 Terminal Server, and two pieces
of Sun Ultra servers. Additional international trunk line connections were
added, including MCI VSAT connections and TMI (Italia Telecom) terrestrial
lines. The total number of employees was decreased by approximately 35% by
eliminating duplication of services.

INDUSTRY OVERVIEW

     The Internet and the World Wide Web

     The Internet is a global collection of thousands of computer networks
interconnected to enable commercial organizations, educational institutions,
government agencies and individuals to communicate electronically, access and
share information and conduct business, The Internet was historically used by a
limited number of academic institutions, defense contractors and governmental
agencies. Use of the Internet by commercial organizations and individuals has
increased significantly in recent years as the result of cultural and business
changes, technological advances, including increases in microprocessor speed,
decreasing cost of computers, and the development of easy-to-use graphical user
interfaces. "Graphical user interfaces" in the context of the Internet are the
graphics and text that appear on a computer screen.

     Much of the recent growth in Internet use by businesses and individuals has
been driven by the emergence of a network of servers and information available
on the Internet called the World Wide Web. The Web is not only rich in content
and format, containing magazines, news feeds, and corporate product,
educational, research, and political information, it also enables users to
engage in activities, including providing customer service, conducting
electronic commerce and banking, making reservations, playing games and
participating in discussion groups.

     The market for Internet services is characterized by rapid technological
change, changes in user and client requirements and preferences, frequent new
product and service introductions embodying new processes and technologies and
evolving industry standards and practices that could render the Company's
existing service practices and methodologies obsolete. The Company's success
will depend, in part, on its ability to improve its existing services, develop
new services and solutions that address the increasingly sophisticated and
varied needs of its current and prospective clients, and respond to
technological advances, emerging industry standards and practices, and
competitive service offerings. There can be no assurance that the Company will
be successful in responding quickly, cost-effectively and sufficiently to these
developments. If the Company is unable, for technical, financial or other

                                       23


<PAGE>



reasons, to adapt in a timely manner in response to changing market conditions
or client requirements, its business, results of operations and financial
condition would be materially adversely affected.

EUROWEB STRATEGY

     EuroWeb's objective is to be the leading supplier to businesses of complete
communication solutions using Internet technologies. Instead of concentrating on
small users, EuroWeb concentrates on large business users and seeks to satisfy
all their needs with a high quality and reliable service.

     The Company's business has shown continued growth since it entered the
Internet field in January 1997, and the Company expects such growth to continue
in Hungary both internally and through acquisitions of complementary businesses.
The Company regularly evaluates potential acquisition candidates and is
currently holding preliminary discussions with a number of such candidates. If,
after due diligence review and negotiation, such companies can be acquired on a
basis considered fair to the Company and its stockholders, the Company may
proceed with such acquisitions. None of these potential acquisitions is
currently considered to be pending or probable. The Company expects some of its
future acquisitions to include the issuance of additional shares of the
Company's Common Stock in the future.

PRODUCTS AND SERVICES

     EuroWeb provides its customers with a comprehensive range of Internet
access options, content services and value added services. EuroWeb believes that
over time its strategic focus on business applications for the Internet will
play an increasing role in differentiating the Company from its competitors.

ACCESS OPTIONS

     The following tables describe EuroWeb's Internet access options.

LOW SPEED DIAL-UP ACCESS

     Low speed dial-up access services are primarily marketed to individuals and
households.
<TABLE>
<CAPTION>

SERVICES                                CURRENT LIST PRICE                      SUMMARY DESCRIPTION
- --------                                ------------------                      --------------------
<S>                                     <C>                                     <C>
Limitless Internet                      $290/Year                               Full Internet for single computer
                                        No start up fee                         with mailbox

Company Post Office                     $17/Month                               Only mail service for corporate
                                        Startup fee: $48                        networks
Company Internet                        $29/Month                               Full Internet service for small
                                        Traffic Fee                             corporate networks
                                        Startup fee: $48
</TABLE>

                                       24


<PAGE>



HIGH SPEED ACCESS

     High speed access services are primarily marketed to business accounts.

<TABLE>
<CAPTION>

SERVICES                                CURRENT LIST PRICE                      SUMMARY DESCRIPTION
- --------                                ------------------                      -------------------
<S>                                     <C>                                     <C>                                
Company Internet ISDN                   $48/Month                               Full Internet service for medium

                                        Traffic Fee                             corporate networks over ISDN
                                        Startup fee: $48
Company Internet Managed                $48-$762/Month                          Full Internet service for big
Leased Line                             Traffic fee                             corporate networks over dedicated

                                        Startup fee: $381-$4,571                line

Dedicated International Line 64K-       $2,300-$14,000/Month                    Full Internet service for very big
512K                                    Traffic Fee: Limitless                  corporate networks or Internet

                                        Startup fee: $571-$1,286                resellers over dedicated
                                                                                international line
</TABLE>

CONTENT (OR "WEB") SERVICES

     EuroWeb markets various services for the design, development, hosting and
maintenance of home pages (entry points for a collection of information
presented through the World Wide Web) and content on the World Wide Web. EuroWeb
will install and maintain home pages on EuroWeb servers for customers concerned
with the cost, difficulty or security of maintaining home pages on their own
network.

<TABLE>
<CAPTION>

SERVICES                                CURRENT LIST PRICE                      SUMMARY DESCRIPTION
- --------                                ------------------                      -------------------
<S>                                    <C>                                      <C>
Web Hosting                             $24-$476/Month                          Hosting companies' sites
Web Server Hosting                      From $143                               Hosting companies' Web servers

                                        Startup fee: $71                        in EuroWeb's machinery room
Autoweb                                 $24/Month                               Automatic creation of Web sites
                                        From $476                               Design & Programming corporate

                                                                                Web sites

     The Company provides Internet content services to clients in a variety of
industries, as indicated by the selected clients set forth below:

Microsoft Hungary Ltd.                  Budapest Sun (Sunpress Ltd.)            Intercom Ltd.
Hewlett Packard Hungary Ltd.            EMI Quint Record Corp.                  European Commercial Bank Corp.
Digital Hungary Ltd.                    Hungarian Power Company Ltd.            Kossuth Radio
Bull-Zenith Hungary Ltd.                Paksi Power Generator Corp.             Peton Radio
Generali Hungary Ins. Corp.             Waterworks of Budapest Corp.            Pesti Musor Magazin Corp.
Sun Microsystems Ltd.                   Hungarian Tourism Service               Magyar Hirlap (Daily)
Nationale-Niederland Corp.

</TABLE>

VALUE ADDED SERVICES

     EuroWeb provides various value added services to customers including online
databases, electronic banking and software development and Netfax.

     Online Databases

     The Company has developed several databases for its customers including a
"companies" database, and a composite Hungarian library catalogue database.

                                       25


<PAGE>



     The companies database enables subscribers to search for company data
registered in Hungarian Court of Registration. Every Hungarian company must file
with a Hungarian Court of Registration a statement setting forth the names and
addresses of its directors and managers, its accountants and attorneys and its
paid-in capital. In addition, regulations promulgated by the various government
ministries and statistical data releases by the government are also filed with
the Hungarian Court of Registration. The Company keeps this database current on
a weekly basis and has had it translated into English and German.

     The library catalogue database consolidates the book catalogues of all of
the libraries in Hungary and identifies each book by name, author and a brief
identification of contents and in which libraries a copy of the book can be
found.

     The Company intends to continue to develop databases for other customers.

     Electronic Banking and Software Development

     In 1998 the Company started a division to develop Internet software to
provide electronic commercial software to perform many business processes. This
division was retained by Fornex, an agent of the Budapest Stock Exchange
("BSE"), to develop software to record all transactions on the BSE in real time
and create a database for such information, which information can be obtained by
subscribers through the Internet. The division also has been retained by Posta
Bank, Hungary's second largest bank, to help develop software for home banking
use by customers of the bank and to provide access for the customers to enable
the customers to transfer funds on deposits at the bank by the Internet
electronically to third parties. The Company is also working on software for
credit card processing and transaction validation.

     Netfax

     The Company added discount fax service for its customers in 1998. These
services enable customers to send faxes any where in the world at a cost
substantially lower than what the customers would pay using ordinary telephone
lines. Customers are able to access this new service using a regular fax machine
or through their computers. Recipients are able to receive the transmission on a
computer or on a fax machine. The Company is also the node for faxes sent to
Hungary from locations around the world by members of a worldwide alliance of
Internet service providers known as GRIC (Global Research Internet Connection).

CUSTOMERS

     The Company's customers are businesses and professionals in varied lines of
business. The Company's customer base has grown to over 250 business customers
as of July 8, 1998. In 1998, no customer accounted for more than ten percent of
the Company's total revenues. The following is a list of certain EuroWeb
customers in each of 8 selected industry groups.
<TABLE>
<CAPTION>

GOVERNMENT                                                 COMPUTER SYSTEMS & SERVICE
- ----------                                                 --------------------------
<S>                                                        <C>
State Privatization and Holding Corp.                      DYNAsoft Ltd. (SAP consultant)
Office of Economic Competition                             ICON Computing Ltd.
General Inspectorate of Communications                     IDOM Corp. (System Integrator)
Institute of Geodesy, Cartography and Remote               Hungarian Railway Information Services Ltd.
Sensing
Hungarian Banking and Capital Market Supervision           Szuv Computing and Management Organization
                                                           Service Ltd.

                                                           KFKI Research Institute for Particle and Nuclear
                                                           Physics Corp.
                                                           Nuclear Physics Corp.
                                                           Scala ECE Hungary Ltd.

</TABLE>

                                       26


<PAGE>


<TABLE>
<CAPTION>

MULTINATIONAL COMPANIES                                    TOURISM & ENTERTAINMENT
<S>                                                        <C>
Bull-Zenith Hungary Ltd.                                   Danubius Hotels Corp.
Digital Hungary Corp.                                      Hungarian Tourism Service
ICL Hungary Ltd.                                           Intercom Ltd.

HBO Hungary Ltd.

INDUSTRY                                                   BANKING
North-West Hungarian Electricity Supply                    EuroNet Corp.

Company Corp.

RABA Hungarian Railway Carriage and Machine                OTP Bank Corp.
Works
Waterworks of Budapest Corp.                               Postabank Corp.
Malev Hungarian Airlines Corp.                             Coopers & Lybrand Corp.
Dunaferr Danube Ironworks Corp.                            Credit Lyonnais Bank Corp.
Heinz Canning Factory
North American Bus Industries Ltd.

NEWSPAPER                                                  RADIO

Budapest Sun Sunpress Ltd.                                 Kossult Radio
Axel Springer Hungary Ltd.                                 Petofi Radio
Magyar Hirlap (Daily)                                      Slager Radio

                                                           Radio Hungary
</TABLE>

NETWORK OPERATIONS AND TECHNICAL SUPPORT

     EuroWeb believes that effective network and technical support are important
criteria by which commercial users select Internet access providers and has
dedicated substantial resources to building a high quality support
infrastructure. As of July 8, 1998, EuroWeb had a network operations group
consisting of 12 people, including 7 providing technical support and 5 providing
customer support. The Company's network operations personnel located at
EuroWeb's network operations center in Budapest are responsible for continuously
monitoring traffic across the Company's network infrastructure. The Company's
technical support personnel work to find solutions for customers experiencing
difficulties with Internet applications. Both the technical support and customer
support personnel currently are available from 8 a.m. to 8 p.m. Monday through
Friday. At other times, these personnel respond to technical support requests by
being paged.

SALES AND MARKETING

     The Company employs eight persons in sales and marketing. To date, the
Company has sold its Internet access and applications products and services
primarily through direct telephone contact. Call activity is generated in
response to a variety of promotional programs, including advertising in general
business and specialty periodicals, participation in industry shows, and press
relations. The sales persons work closely with the twelve person customer and
technical support group, which is responsible for installation at multiple sites
and for support and technical consulting services for the first thirty days
after installation. In addition, the Company competes for government tender
offers to develop software for varying projects from time to time and prepares
proposals in connection therewith. The Company intends to employ three
additional persons in sales and marketing after this offering is completed. See
"Use of Proceeds."

COMPETITION

     The market for Internet services is relatively new, intensely competitive,
rapidly evolving and subject to rapid technological change. The Company expects
competition to persist, intensify and increase in the future. The Company's
principal competitors are Datanet, which has a customer base similar to that of
the Company's, and MATAV, the national Hungarian telephone company, and many
small niche companies engaged in WEB design,

                                       27


<PAGE>



systems integration, and software development. Furthermore, some of the
Company's current and potential competitors have longer operating histories,
larger installed customer bases, longer relationships with clients and
significantly greater financial, technical, marketing and public relations
resources than the Company, and could decide at any time to increase their
resource commitments to the Company's market. The Company strives to compete on
the basis of the quality and reliability of its services. There can be assurance
that it will compete successfully in the future.

     There are relatively low barriers to entry into the Company's business.
Because professional services firms such as the Company rely on the skill of
their personnel and the quality of their client service, the Company has no
patented technology that would preclude or inhibit competitors from entering the
Internet services market. The Company expects that it will face additional
competition from new entrants into the market in the future. There can be no
assurance that existing or future competitors will not develop or offer services
that provide significant performance, price, creative or other advantages over
those offered by the Company, which could have a material adverse effect on the
Company's business, results of operations and financial condition.

GOVERNMENT REGULATIONS

     The Company is not currently subject to direct government regulation other
than laws and regulations applicable to businesses generally, and there are
currently few laws or regulations directly applicable to access to or commerce
on the Internet. However, due to the increasing popularity and use of the
Internet, it is likely that a number of laws and regulations may be adopted at
the local, state, national or international levels with respect to the Internet
covering issues such as user privacy, freedom of expression, pricing of products
and services, taxation, information security or the convergence of traditional
communications services with Internet communications. Moreover, the adoption of
any such laws or regulations may decrease the growth of the Internet, which
could in turn decrease the demand for the Company's services or increase the
cost of doing business or in some other manner have a material adverse effect on
the Company's business, results of operations or financial condition.

EMPLOYEES

     The Company employs thirty-six persons; three in management, eight in
sales, eight in graphics and Web development, five in customer support, seven in
networking operations and five administrative persons. None of the Company's
employees are represented by a labor organization. The Company believes that
it's relations with its employees are excellent.

     The Company's business of delivering Internet services is labor intensive.
Accordingly, the Company's success depends in part on its ability to identify,
hire, train and retain employees who can provide the Internet strategy,
technology, marketing, audience development and creative skills required by
clients. There is currently a shortage of such personnel, and this shortage is
likely to continue for the foreseeable future, The Company competes intensely
for qualified personnel with other companies, and there can be no assurance that
the Company will be able to attract, assimilate or retain other highly qualified
technical, marketing and managerial personnel in the future. The inability to
attract and retain the necessary technical, marketing and managerial personnel
would have a material adverse effect on the Company's business, results of
operations and financial condition.

     The Company's rapid growth has placed, and is expected to continue to
place, a significant strain on the Company's managerial, operational, financial
and other resources. The Company expects that continued hiring of new personnel
will be required to support its business. The Company's future success will
depend, in part, upon its ability to manage its growth effectively, which will
require that the Company continue to implement and improve its operational,
administrative and financial and accounting systems and controls and to expand,
train and manage its employee base. There can be no assurance that the Company's
systems, procedures or controls will be adequate to support the Company's
operations or that the Company's management will be able to achieve the rapid
execution necessary to exploit the market for the Company's business model.
Furthermore, the Company's future performance will depend on the Company's
ability to integrate the organizations to be acquired by the Company, which,
even if successful, may take a significant period of time, will place a
significant strain process. As a result, there can be no

                                       28


<PAGE>



assurance that the Company will be able to integrate acquired businesses
successfully or in a timely manner in accordance with its strategic objectives.
If the Company is unable to manage internal or acquisition-based growth
effectively, the Company's business, results of operations and financial
condition will be materially adversely affected.

DESCRIPTION OF PROPERTIES

     The Company rents approximately 4,500 sq. feet of space at H-1122 Budapest,
Varosmajor u. 13 from an unaffiliated person. It uses the premises for executive
offices and for operations and pays a rent in Hungarian forints of approximately
$114,000 per year under a five year lease expiring March 31, 2002. The Company
also occupies space at 445 Park Avenue, New York, NY 10022 on a month to month
basis at a rental of $2,000 per month which it uses for stockholder relations
and general executive use.

LEGAL PROCEEDINGS

     The Company is not a party to any material legal proceedings as of the date
of this Prospectus.

REPUBLIC OF HUNGARY

     Investment Considerations--Political, Economic and Other Factors Regarding
     Hungary

     Investment in the Company involves certain special investment
considerations not usually associated with investing in securities of U.S.
companies, including risks related to (a) greater social, economic and political
uncertainty; (b) certain restrictions on foreign investment and repatriation of
capital; (c) exchange control regulations; (d) currency exchange rate
fluctuations, which may increase the costs associated with conversion of
investment principal and income from one currency to another; (e) higher rates
of inflation; and (f) greater governmental involvement in the economy.

     The value of the Company's assets may be adversely affected by political,
economic and social factors, changes in the law or regulations of Hungary, and
the status of political and economic foreign relations of Hungary. Developments
in the region may also affect the value of the Company's assets. In addition,
the economy of Hungary may differ favorably or unfavorably from the U.S. economy
in such respects as the rate of growth of gross domestic product, the rate of
inflation, capital reinvestment, resource self-sufficiency and balance of
payments position. Actions of the government of Hungary in the future may affect
the local economy, which may affect private sector companies, market conditions
and general economic stability.

     Geography

     Hungary is located in the Danubian Basin in East Central Europe. In terms
of square kilometers, Hungary ranks 18th amongst the European countries, with a
territory of about 93,033 square km (36,296 square miles, about the size of the
state of Indiana). According to the latest population census of January 1995,
Hungary has a population of 10.4 million. Currently, about 3.2 million people
are living in Budapest and environs, the capital of Hungary. Budapest is the
administrative, cultural, industrial, commercial and economic center of the
country. No other urban area in Hungary has over 220,000 people.

                                       29


<PAGE>



     Foreign Exchange and Revaluation

     The Hungarian Forint is a convertible currency in Hungary, but not
internationally at this time. Its exchange rate is set by the National Bank of
Hungary against a basket of convertible currencies. Any devaluation exceeding 5%
requires government approval. The National Bank of Hungary has announced that
its policy in the future will be to adjust the Forint on a continual floating
basis, thereby avoiding large devaluations. As of date of this Prospectus, the
exchange rate of the Forint is based on a ratio consisting of 70% European
Currency Unit ("ECU") and 30% United States Dollars. The exchange rate for the
Hungarian Forint, as set by the National Bank of Hungary, declined from
approximately 100 Forints per U.S. Dollar at December 31, 1993 to 219 forints
per United States Dollar at July 8, 1998.

                                   MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS OF THE COMPANY

        The following table sets forth certain information concerning the
executive officers and directors of the Company as of July __, 1998.
<TABLE>
<CAPTION>

NAME                                    AGE               POSITION WITH COMPANY
- ----                                    ---               ---------------------
<S>                                      <C>              <C>                                              
Frank R. Cohen......................     77               Chairman of the Board, President and Secretary
Richard G. Maresca..................     57               Director
Donald K. Roberton..................     57               Director
Hershel Krasnow.....................     74               Director
Robert Genova......................      57               Director and Treasurer
</TABLE>

     Frank R. Cohen, age 77, has been a Director and Secretary of the Company
since its inception in 1992, and has been Chairman of the Board and President
since February 6, 1997. Mr. Cohen has been practicing law in the City of New
York since 1946. Since 1985 he has been a member of the law firm of Cohen &
Cohen, which has been counsel to the Company since its inception and is
representing the Company in the subject offering.

     Richard G. Maresca, age 57, has been a director of the Company since its
inception. He has been Senior Telecommunications Manager for the American Stock
Exchange since 1991. From 1954 to 1991, he was Communications Manager for
Josephthal & Co., Inc., a brokerage firm.

     Donald K. Roberton, age 57, was Vice Chairman and Chief Operating Officer
of Hungarian Telephone and Cable Corp. ("HTC"), until he resigned in order to
become a director of the Company in 1996 and assist in the development of
EuroWeb's Internet service provider business. Prior to that, Mr. Roberton spent
five years with Citizens Utility Company as Assistant to the Chairman and Vice
President - Strategic Development - Telecommunications and as Vice President,
Telecommunications. Prior to Citizens Utilities he had been with Centel for 28
years and an officer since 1984. During his tenure with Centel he held numerous
executive and managerial positions.

     Hershel Krasnow, age 74, is a senior vice president of First Security
Investment Inc., investment bankers, and has held that position since March
1998. Prior thereto he was a senior vice president of Josephthal Lyon & Ross,
Inc. for seven years. He has been employed in the securities industry since
1961, and was a former allied member of the New York Stock Exchange, Inc. Mr.
Krasnow is presently a director of Windsor Capital Corp., a publicly traded
corporation engaged in the retail cigar distribution business, and of
International Asset Management Group Inc., a publicly traded company on the
bulletin board.

     Robert Genova, age 57, had been Chairman of the Board of Directors between
February 17, 1994 and February 6, 1997. Prior thereto Mr. Genova had been a
management and financial consultant to the Company since 1992 and to other
companies since 1990. Mr. Genova resigned as a Director as of February 6, 1997,
but was appointed to the Board again in February 1998 and as Treasurer of the
Company. After the completion of this offering, Mr. Genova intends also to
assume the position of President of the Company in place of Mr. Cohen. Mr.
Genova also served as Chairman of the Board of Hungarian Telephone and Cable
Corp. from 1992 to 1995 and of Hungarian Broadcasting

                                       30


<PAGE>



Corp. from 1995 to 1997.

     Board members are reimbursed for their expenses for each meeting attended
but do not receive fees for attendance at meetings.

     Directors are elected annually and hold office until the next annual
meeting of the stockholders of the Company and until their successors are
elected and qualified. Officers are elected annually and serve at the discretion
of the Board of Directors.

EXECUTIVE COMPENSATION

     The following table sets forth information concerning the annual and long
term compensation of the Company's chief executive officer, the only executive
officer of the Company, whose salary and bonus for 1997 exceeded $100,000 for
services in all capacities to the Company during the Company's 1995, 1996, and
1997 fiscal years:

<TABLE>
<CAPTION>

                  ANNUAL COMPENSATION                                LONG-TERM COMPENSATION
                 ---------------------                               ----------------------                
                                                               BONUS AND                   SECURITIES
NAME AND                         YEAR ENDED                    OTHER ANNUAL                 UNDERLYING
PRINCIPAL  POSITION              DECEMBER 31,     SALARY($)    COMPENSATION($)              OPTIONS
- -------------------              ------------     ---------    ---------------              -------
<S>                                 <C>           <C>                 <C>                        <C>
Frank Cohen                         1997          125,000              0                          0
Chairman of the Board               1996            82,000             0                     75,000
Chief Executive Officer             1995            72,000             0                          0
Since February 7, 1997
</TABLE>

EMPLOYMENT AND MANAGEMENT AGREEMENTS

     The Company has an employment agreement (the "Agreement") with Frank R.
Cohen which expires December 31, 2005 and provides for an annual salary of
$150,000 and grants Mr. Cohen 35,000 options to purchase 35,000 shares of Common
Stock of the Company at $1.00 per share through December 31, 2005. The Company
has agreed to obtain a split dollar life insurance policy on the life of Mr.
Cohen in the face amount of $1 million. The Company would be the sole owner and
beneficiary of the life insurance policy and would pay an annual premium of
$115,000 so long as Mr. Cohen lives, but in no event are any premiums required
to be paid by the Company after the tenth year of the policy. The Company would
execute an endorsement of $1,000,000 out of the death benefit to a family trust
of Mr. Cohen (the "Trust") which would pay the term cost of the policy annually.
The Company will provide such a policy after the completion of this offering.

     The Agreement provides that, if employment is terminated other than for
willful breach by the employee or for cause or in the event of a change in
control of the Company, then the employee has the right to terminate the
agreement. In the event of any such termination, the employee will be entitled
to receive the payment due on the balance of his employment agreement and to
have the insurance policy fully funded.

     The Company intends to enter into six year employment agreements with
Robert Genova, a director of the Company, and with Csaba Toro, managing director
of operations, on the completion of this offering that will provide that Mr.
Genova will serve as president of the Company at a salary of $72,000 per year
and Mr. Toro will serve as vice president and as managing director of the
Company subsidiaries at a salary of $96,000 per year.

     The Company has no pension or profit sharing plan or other contingent forms
of remuneration with any officer, director, employee or consultant. The Company
does not have "key person" life insurance policies on its executive officers or
key employees.

                                       31


<PAGE>




OPTIONS/GRANTS IN LAST FISCAL YEAR

        The Company's 1993 Stock Option Plan permits the grant of options to
employees of the Company, including officers and directors, who are serving in
such capacities. There were no options granted in the 1997 fiscal year under the
plan to the chief executive officer named above or to any employee, director, or
officer of the Company.

OPTIONS EXERCISED IN LAST FISCAL YEAR AND YEAR-END VALUES

        No options were exercised by Frank R. Cohen or by any employee, director
or officer of the Company during the fiscal year ended December 31, 1997. The
following table contains information concerning the number and value at December
31, 1997 of unexercised options held by Mr. Cohen:

<TABLE>
<CAPTION>
                                                                   NUMBER OF SECURITIES
                               SHARES                             UNDERLYING UNEXERCISED              VALUE OF UNEXERCISED "IN-THE-
                            ACQUIRED ON         VALUE                 OPTIONS HELD AT                 MONEY" OPTIONS HELD AT FISCAL
NAME                          EXERCISE        REALIZED                FISCAL YEAR-END                         Y EAR-END(1)
- ----                        -----------       --------      --------------------------------       --------------------------------
                                                            EXERCISABLE        UNEXERCISABLE       EXERCISABLE        UNEXERCISABLE
<S>                              <C>              <C>          <C>                    <C>                <C>                <C>
Frank R. Cohen                   0                0            110,000                0                  $0                 $0
</TABLE>

(1)     Fair market value of underlying securities (the closing price of the
        Company's Common Stock on the NASDAQ Small Cap system as of December 31,
        1997, minus the exercise price).

LIMITATION OF LIABILITY AND INDEMNIFICATION

     Section 145 of the Delaware General Corporation Law ("DGCL") contains
provisions entitling the Company's directors and officers to indemnification
from judgments. fines, amounts paid in settlement, and reasonable expenses
(including attorneys' fees) as the result of an action or proceeding in which
they may be involved by reason of having been a director or officer of the
Company. In its Certificate of Incorporation, the Company has included a
provision that limits, to the fullest extent now or hereafter permitted by the
DGCL, the personal liability of its directors to the Company or its stockholders
for monetary damages arising from a breach of their fiduciary duties as
directors. Under the DGCL as currently in effect, this provision limits a
director's liability except where such director (i) breaches his duty of loyalty
to the Company or its stockholders, (ii) fails to act in good faith or engages
in intentional misconduct or a knowing violation of law, (iii) authorizes
payment of an unlawful dividend or stock purchase or redemption as provided in
Section 174 of the DGCL, or (iv) obtains an improper personal benefit. This
provision does not prevent the Company or its stockholders from seeking
equitable remedies, such as injunctive relief or rescission. If equitable
remedies are found not to be available to stockholders in any particular case,
stockholders may not have any effective remedy against actions taken by
directors that constitute negligence or gross negligence.

ANTI-TAKEOVER PROVISIONS

     The Company is governed by the provisions of DCCL Section 203, an
anti-takeover law enacted in 1988 In general, the law prohibits a public
Delaware corporation from engaging in a "business combination" with an
"interested stockholder" for a period of three years after the date of the
transaction in which the person became an interested stockholder, unless the
business combination is approved in a prescribed manner. "Business combination"
is defined to include mergers, asset sales and certain other transactions
resulting in a financial benefit to the stockholders. An "interested
stockholder" is defined as a person who, together with affiliates or associates,
owns (or, within the prior three years, did own) 15% or more of the outstanding
voting stock of the Company. An interested stockholder may be discouraged from
attempting to effect an acquisition transaction with the Company as a result of
the anti-takeover law, thereby possibly depriving holders of the Company's
securities of certain opportunities to sell or otherwise dispose of such
securities at above-market prices pursuant to such transactions.

                                       32


<PAGE>



STOCK OPTION PLAN AND STOCK OPTIONS

        In 1993, the Company adopted a Stock Option Plan (the "Plan"). An
aggregate of 350,000 shares of Common Stock are authorized for issuance under
the Plan all of which have been granted and are currently outstanding under the
plan. The Plan provides that qualified and non-qualified options may be granted
to officers, directors, employees and consultants to the Company for the purpose
of providing an incentive to those persons to work for the Company. A proposal
to add 350,000 additional shares to the 1993 Plan is to be considered at the
Annual Meeting.

     Options granted under the Plan are exercisable for a period of up to ten
years from the date of grant. Options terminate upon the optionee's termination
of employment or consulting arrangement with the Company, except that under
certain circumstances an optionee may exercise an option within the three-month
period after such termination of employment. An optionee may not transfer any
options except that an option may be exercised by the personal representative of
a deceased optionee within the three-month period following the optionee's
death. Incentive options granted to any employee who owns more than 10% of the
Company's outstanding Common Stock immediately before the grant must have an
exercise price of not less than 110% of the fair market value of all underlying
stock on the date of the grant and the exercise term may not exceed five years.
In addition, the Company will not grant a non-qualified option with an exercise
price less than 85% of the fair market value of the underlying Common Stock on
the date of the grant. Options to purchase an aggregate of 350,000 shares of
Common Stock have been granted under the Plan, including options to directors
Cohen, Genova, Roberton, Maresca and Krasnow to purchase 105,000, 30,000,
50,000, 30,000, and 10,000 shares, respectively. No options were exercised in
1997 by any holder.

     The Company has no pension or profit sharing plan or other contingent forms
of remuneration.

                                       33


<PAGE>



                             PRINCIPAL STOCKHOLDERS

     The following table sets forth information with respect to the beneficial
ownership of the Common Stock as of the date of this prospectus, and as adjusted
to reflect the sale of the Units offered hereby (assuming (1) no exercise of the
Underwriters' over-allotment option, and (2) the Preferred Shares included in
the Units had been immediately and fully converted as of the date of this
Offering) at the assumed rate of ___ shares of Common Stock for each Preferred
Share by (i) each person known by the Company to own beneficially more than 5%
of the outstanding Common Stock; (ii) each director of the Company; and (iii)
all directors and officers as a group. Except as otherwise indicated below, each
of the entities or persons named in the table has sole voting and investment
powers with respect to all shares of Common Stock beneficially owned by it or
him as set forth opposite its or his name.

<TABLE>
<CAPTION>

                                                               SHARES                              SHARES
                                                            BENEFICIALLY                        BENEFICIALLY
NAME AND ADDRESS                                      OWNED PRIOR TO OFFERING               OWNED AFTER OFFERING
- ----------------                                     ---------------------------            ----------------------
                                                     NUMBER              PERCENT            NUMBER         PERCENT

<S>                                                <C>                   <C>               <C>              <C>                   
Robert Genova(1)(2).........................        210,000               3.94%            210,000           ___%
227 Route 206, Unit 11
Flanders, NJ 07836

Frank R. Cohen(1)(3)........................        150,000               2.82%            150,000           ___%
445 Park Avenue
New York, NY 10022

Donald K. Roberton(1)(4)....................         50,000                 *               50,000            *
3350 Charles MacDonald Drive
Sarasota FL 34240

Richard Maresca(1)(5).......................         30,000                 *               30,000            *
1111 Wyoming Drive
Mountainside, NJ 07082

Hershel Krasnow(1)(6).......................         10,000                 *               10,000            *
1111 Kane Concourse
Suite 501
Bay Harbor Island FL 33154

All Officers and Directors as a.............        450,000               8.22%            450,000           ___%
 Group (5 Persons)
- --------------------------------------------
* less than 1%
</TABLE>
(1)  For purposes of this table, a person or group of persons is deemed to have
     beneficial ownership" of any shares which such person has the right to
     acquire within 60 days after the date of this Prospectus. For purposes of
     computing the percentage of outstanding shares held by each person or group
     of persons named above on the date of this prospectus, any security which
     such person or group of persons has the right to acquire within 60 days
     after such date is deemed to be outstanding for the purpose of computing
     the percentage ownership for such person or persons, but is not deemed to
     be outstanding for the purpose of computing the percentage ownership of any
     other person.
(2)  Includes 155,000 currently exercisable options to purchase 125,000 shares
     at $1 per share and 30,000 shares at $1.625 per share.
(3)  Includes 140,000 currently exercisable options to purchase 35,000 shares 
     at $1 per share and 105,000 shares from 1.25 to at $1.625 per share.
(4)  Includes 50,000 currently exercisable options to purchase 50,000 shares
     from $1.25 to $1.625 per share.
(5)  Includes 30,000 currently exercisable options to purchase 30,000 shares
     from $1.25 to $1.625 per share. 
(6)  Includes 10,000 currently exercisable options to purchase 10,0000 shares at
     $1.625 per share. 
(7)  Does not include the possible issuance of 575,000 shares issuable upon
     exercise of Outstanding Warrants, 510,000 shares issuable upon exercise of
     consultant options.

                                       34


<PAGE>




                              CERTAIN TRANSACTIONS

     On November 28, 1994, the Company entered into a loan agreement with
Hungarian Broadcasting Corp. ("HBC") which provided for the Company to lend HBC
$800,000 at 6% interest per annum, repayable the earlier of December 31, 1995 or
the completion of an initial public offering of securities by HBC. At that time,
HBC was affiliated with the Company since the Company was a principal
stockholder of HBC and had three common directors, Messrs. Cohen, Genova and
Klenner). The agreement provided for the following additional consideration to
the Company: (1) issuance of 100,000 shares of HBC's common stock; (2) an option
exercisable until April 30, 1995 to purchase an additional 150,000 shares of
HBC's common stock at $3 per share; and (3) a three years right of first refusal
to act as general contractor for all broadcast facilities to be built by
companies controlled by HBC. The Company exercised its option and purchased the
150,000 shares at $3 per share in March 1995. On January 2, 1996, HBC repaid
$400,000 of the loan receivable together with accrued interest of $24,000. In
February 1997, the Company borrowed $350,000 at 6% per year interest from HBC
collateralized by the remainder due on the note from HBC to the Company. On
October 29, 1997, the Company sold the 250,000 of HBC shares it owned for
$649,000.

     The Company built two luxury 14-unit condominium buildingsk in Budapest.
During 1996 and 1997, the Company sold one of the apartements in the first
building ("Building A") to a third party and agreed to sell the remaining 13
apartments in Building A prior to its completion to M&A Corp. ("M&A"), a
corporation wholly owned by Peter Klenner ("Klenner"), its former president. It
was agreed that the closing of the sale would take place on the completion of
the second building ("Building B"). Klenner agreed to loan the Company funds to
complete Building B, which loans were to be applied against his purchase price
of Building A. The Company completed Building B in March 1998. The Company
leased Building B to an unaffiliated person for a five year term commencing
April 1, 1998 at a net rental of $22,000 per month with an option to purchase
the building for $2,000,000. The sale of Building A was recognized for
accounting purposes in the three months ended March 31, 1998. The Company has no
intention at the present time to commence new construction. (See "Certain
Transactions")

     In October 1996, Mr. Klenner agreed to resign as president and as a
director and agreed to a cancellation of his employment agreement (which
provided for a $168,000 salary per annum until February 1999), upon payment of
$372,000. It was further agreed that the term of the 250,000 stock options which
were granted to him under his employment agreement and pursuant to the Company's
Incentive Stock Option Plan of 1993 would not terminate but would continue
through the original term. .

     In February 1997, the Company's Chairman of the Board, Robert Genova,
resigned as an officer, director and employee, and agreed to a cancellation of
his employment agreement upon payment of $50,000, which represented the
approximate amount owed to him with respect to his 1996 salary. In addition, the
Company agreed that 125,000 stock options which were granted to him under his
employment agreement would not terminate as a result of the resignation, but
would continue to be governed by the original terms of the options. In February
1998, Mr. Genova was appointed a director of the Company. In April 1998, Mr.
Genova agreed to serve as treasurer and chief financial officer of the Company
until the completion of this offering. He was granted 30,000 options under the
Stock Option Plan. Mr. Genova also agreed to be employed by the Company as
President after the completion of this offering under a six year employment
agreement at a salary of $72,000 per year.

     In February 1997, Mr. Klenner was retained as a consultant to the Company
to oversee the Company's real estate interests and Internet business. He agreed
to render consulting services for a two-year period for a fee of 100,000
five-year options exercisable at $2.00 per share for the period from February
1999 to February 2002. The compensation relating to these options which was
valued at $50,000 is being charged to operations over a two-year period.

     The Company believes that each of the foregoing transactions were on terms
no less favorable than those which could have been obtained from unaffiliated
third parties. All future material transactions between the Company and its
affiliates will be on terms no less favorable to the Company than those that can
be obtained from unaffiliated third parties. In addition, all future material
affiliated transactions and loans, and any forgiveness of loans, must be
approved by a majority of the issuer's independent directors who do not have an
interest in the transactions and who had access at the Company's expenses, to
the Company's or independent legal counsel.

                                       35


<PAGE>



                            DESCRIPTION OF SECURITIES

     The Company's authorized capitalization consists of 15,000,000 shares of
Common Stock, par value $.001 per share and 5,000,000 shares of Preferred Stock,
par value $.001 per share, which may be issued in one or more series. As of the
date of this Prospectus, the Company had 5,306,750 shares of Common Stock
outstanding and no shares of Preferred Stock outstanding. The following summary
description of the Units, Common Stock, Preferred Stock and Series A Preferred
Stock are qualified in their entirety by reference to the Company's Certificate
of Incorporation, as amended.

UNITS

     Each of the 1,000,000 Units offered hereby consists of one share of Series
A Convertible Cumulative Redeemable Preferred Stock and two Common Stock
Purchase Warrants. The components of the Units will not be separately
transferable until ______________ 1999, or such earlier date after
______________, 1998 as may be determined by the Representative (the "Separation
Date").

COMMON STOCK

     The holders of Common Stock are entitled to one vote per share on all
matters to be voted upon by Shareholders. The holders of shares of Common Stock
are entitled to dividends when and as declared by the Board of Directors from
funds legally available therefor, and, upon liquidation, are entitled to share
pro rata in any distribution to stockholders after payments to creditors and
after paying, or providing for, any liquidation preferences of any outstanding
Preferred Stock. There are no conversion or redemption privileges, nor sinking
fund provisions with respect to the Common Stock, and stockholders have no
preemptive rights to acquire shares of Common Stock issued by the Company in the
future. All of the outstanding shares of Common Stock are validly issued, fully
paid and non-assessable.

     The Common Stock is traded on NASDAQ SmallCap Market under the symbol EWEB.

PREFERRED STOCK

     The Preferred Stock may be issued in one or more series, to be determined
and to bear such title or designation as may be fixed by resolution of the Board
of Directors prior to the issuance of any shares thereof. Each series of
Preferred Stock will have such voting powers, if any, preferences, and other
rights as determined by the Board of Directors, with such qualifications,
limitations or restrictions as may be stated in the resolutions of the Board of
Directors adopted prior to the issuance of any shares of such series of
Preferred Stock.

     The Preferred Shares being offered hereby are the first series of Preferred
Stock designated by the Board of Directors. The Company may not, without the
affirmative vote of the holders of at least a majority of the outstanding
Preferred Shares offered hereby, amend, alter or repeal any of the provisions of
the Certificate of Incorporation or the Certificate of Designation for the
Preferred Shares, or authorize any reclassification of the Preferred Shares so
as to adversely affect the preferences, special rights or privileges or voting
power of the Preferred Shares or authorize or create any class of stock ranking
prior to the Preferred Shares as to dividends or distribution of assets, or
create or issue any shares of any series of the Company's authorized preferred
stock ranking prior to the Preferred Shares as to dividends or distribution on
liquidation. The Board has no present plans to issue any other series of
Preferred Stock. However, purchasers of the Preferred Shares offered hereby
should be aware that subject to the foregoing restrictions, the holders of any
series of the Preferred Stock which may be issued in the future could have
voting rights, rights to receive dividends or rights to distribution in
liquidation superior to those of holders of the Preferred Shares or Common
Stock, thereby adversely affecting rights of the holders of the Preferred Shares
or Common Stock.

     Because the terms of each series of Preferred Stock may be fixed by the
Company's Board of Directors without shareholder action, the Preferred Stock
could be issued with terms calculated to defeat a proposed takeover of the
Company, or to make the removal of the Company's management more difficult.
Under certain circumstances, this

                                       36


<PAGE>



could have the effect of decreasing the market price of the Preferred Shares,
the publicly held Warrants, and the Common Stock. Management of the Company is
not aware of any such threatened transaction to obtain control of the Company.

SERIES A CONVERTIBLE CUMULATIVE REDEEMABLE PREFERRED STOCK

     The Board of Directors has filed a Certificate of Designation designating
1,500,000 shares of Preferred Stock as "Series A Convertible Cumulative
Redeemable Preferred Stock" (the "Preferred Shares"). The Company is offering
1,000,000 Preferred Shares as part of the Units offered hereby. The Preferred
Shares have the following rights, preferences, and privileges:

     Conversion. Unless previously redeemed by the Company, the holders of the
Preferred Shares are entitled beginning on the Separation Date, to convert each
Preferred Share into ___ (__) shares of Common Stock subject to adjustment
described below. No fractional shares of Common Stock will be issued but in lieu
thereof, the Company shall "round up" any fractional shares over 50% of a share
to a full share of Common Stock and round down any fractional share under 50% of
a share. If any holder surrenders a Preferred Share for conversion after the
close of business on the record date for the payment of a dividend and prior to
the opening of business on the next dividend payment date, then, notwithstanding
such conversion, the dividend payable on such dividend date will be paid to the
registered holder of such share on such record date. In such event, such share,
when surrendered for conversion, must be accompanied by payment of an amount
equal to the dividend payable on such dividend payment date on the share so
converted. In the case of Preferred Shares called for redemption, conversion
rights will expire at the close of business on the redemption date.

     The conversion rate is subject to adjustment upon the occurrence of certain
events, including the issuance of stock of the Company as a dividend or
distribution on the Common Stock but not as dividends on the Preferred Shares;
sub-divisions and combinations of Common Stock; certain reclassifications,
consolidations, mergers and sales of property of the Company; the issuance to
all holders of Common Stock of certain rights or warrants; and the distribution
to all holders of Common Stock of evidence of indebtedness of the Company or of
assets (excluding cash dividends or distributions from retained earnings).
Except as stated above, the Conversion Price will not be adjusted for the
issuance of Common Stock or any securities convertible into or exchangeable for
Common Stock, or carrying the right to purchase any of the foregoing, in
exchange for cash, property or services.

     Dividends. Each Preferred Share is entitled to cumulative annual dividends
of $.36 payable on April 30 of each year commencing April 30, 1999. Unpaid
dividends will accumulate and be payable prior to the payment of dividends on
the Common Stock. The Company may, at its option, pay dividends in shares of
Common Stock, in lieu of cash. Shares used for such purpose will be valued at
the average closing bid price during the ten trading days ending on the tenth
day before the dividend payment date, subject to certain conditions. For the
foreseeable future, the Company expects to make dividend payments on the
Preferred Shares in shares of Common Stock.

     Redemption. The Preferred Shares are redeemable after the Separation Date
at the option of the Company, on not less than 30 days' written notice to
registered holders at the redemption price of $7.20 per share plus accumulated
dividends, provided the Company may not redeem the Preferred Shares unless the
closing price of the Common Stock equals or exceeds $_ per share for at least 20
of the 30 consecutive trading days ending within five trading days prior to the
date the redemption notice is mailed.

     Voting Rights. Preferred Shares are entitled to one vote per share voting
together with the Common Stock as one class, except as otherwise provided by the
Delaware General Corporation Law provided, however, that if dividends payable on
the Preferred Shares shall have been unpaid for two dividend periods, the
holders of the Preferred Shares, voting as a class, shall be entitled to elect
two directors to the Board of Directors.

     Preference on Liquidation. Preferred Shares will be entitled to a
preference on liquidation equal to $6 per share, plus accumulated unpaid
dividends.

     No Sinking Fund. The Company is not required to provide for the retirement
or redemption of the Preferred

                                       37


<PAGE>



Shares through the operation of a sinking fund.

COMMON STOCK PURCHASE WARRANTS

     The Company is offering 2,000,000 (2,300,000 if the Underwriters'
over-allotment option is exercised in full) Common Stock Purchase Warrants (the
"Warrants") as part of the Units offered hereby. Each Warrant entitles the
holder to purchase until __________ one share of Common Stock at an exercise
price of $___. The Warrants offered hereby are subject to redemption at any time
after the Separation Date, on 30 days notice at $.__ per Warrant provided that
the closing sale price, or if none, the closing bid price of the Common Stock
exceeds $____ per share on at least 20 days of the 30 trading days ending within
15 days of the date on which the notice of redemption is mailed. Holders of
Warrants shall have exercise rights until the close of the business day
preceding the date fixed for redemption.

     The Warrants contain provisions that protect the holders thereof against
dilution by adjustment of the exercise price in certain events, such as stock
dividends and distributions, stock splits, recapitalizations, mergers and
consolidations. No adjustment exists for the issuance of shares of Common Stock,
among other circumstances, upon exercise of any of the Warrants or options
granted under any stock option plan or the Underwriters' Unit Warrants. The
Company is not required to issue fractional shares. The holder of a Warrant does
not possess any rights as a stockholder of the Company unless he exercises his
Warrant and obtains Common Stock. The Warrants have been issued in registered
form under a Warrant Agreement dated as of the date of this prospectus between
the Company and American Stock Transfer & Trust Company as Warrant Agent. The
shares of Common Stock issued upon exercise of a Warrant, will be fully paid and
non-assessable.

     A Warrant may be exercised upon the surrender of a duly completed warrant
certificate on or prior to its expiration, accompanied by cash or certified bank
check for the exercise price.

UNDERWRITERS' WARRANTS

     The Company sold to J.W. Barclay & Co., Inc. (one of the underwriters in
its public offering of securities on July 29, 1993 and the Representative of the
Underwriters in this Offering) at a price of $.001 per Warrant, 62,000 warrants
(the "1993 Underwriters' Warrants") to purchase a like number of shares of
Common Stock of the Company. The 1993 Underwriters' Warrants are exercisable at
a price of $13.20 per share until July 29, 1998 at which time they expire.

     Subject to the sale of the securities offered hereby, the Company will sell
to the Representative of the underwriters of this offering for a nominal
consideration, 100,000 Unit warrants to purchase a like number of Units at an
exercise price of $9.90 per unit.

OUTSTANDING OPTIONS AND WARRANTS

     As of the date of this Prospectus, there are outstanding warrants to
purchase an aggregate of 575,000 shares of Common Stock at prices ranging from
$1.25 to $14.75 per share, outstanding non-plan stock options to purchase
510,000 shares of Common Stock at prices ranging from $1.00 to $2 per share and
options outstanding under the Option Plan to purchase 350,000 shares of Common
Stock at prices from $1.00 to 3 3/8 per share.

     The Company intends to file one or more registration statements under the
Securities Act to register all shares of Common Stock subject to outstanding
stock options and warrants and such registration statements are expected to
become effective upon filing. Shares covered by these registration statements
will thereupon be eligible for sale in the public markets, subject in certain
cases to lock-up restrictions.

                                       38


<PAGE>



LOCK-UP AGREEMENTS

     The directors and officers of the Company own an aggregate of 65,000 shares
of Common Stock and options to purchase an additional 385,000 shares of Common
Stock and have agreed not to directly or indirectly sell, assign, transfer,
encumber, contract to sell, grant an option to purchase of otherwise dispose of
any shares of Common Stock or any other security convertible into or
exchangeable for shares of Common Stock which they beneficially own for a period
of 12 months after the date of this Prospectus without the prior written consent
of the Representative.

TRANSFER AGENT

     The transfer agent for the Common Stock and for the Preferred Shares is
American Stock Transfer & Trust Co., 40 Wall Street, New York, New York 10005.

REPORTS TO SHAREHOLDERS

     The Company intends to furnish its shareholders with annual reports
containing financial statements audited and reported upon by its independent
accounting firm and intends to furnish other reports as it may determine or may
be required by law.

APPLICATION FOR LISTING

     It is anticipated that after this Offering, the Units will be quoted on the
NASDAQ Small-Cap Market under the symbol EWEBU. The Common Stock is currently
being quoted on the NASDAQ Small-Cap Market under the symbol "EWEB" No assurance
can be given that a trading market for the Company's Units will develop or be
sustained.

                         SHARES ELIGIBLE FOR FUTURE SALE

     Upon consummation of this offering, the Company will have 5,306,750 shares
of Common Stock outstanding. 5,206,750 of these shares are freely tradeable and
65,000 are restricted securities as that term is defined under Rule 144 under
the Securities Act of 1933 (the "Act") and may not be resold except in
compliance with the registration requirements of the Securities Act, or pursuant
to Rule 144 or pursuant to some other exemption from registration. 
See "Certain Transactions."

     In general, under Rule 144 as currently in effect, subject to the
satisfaction of certain other conditions, a person, including an affiliate of
the Company (or persons whose shares are aggregated under the terms of Rule
144), who has beneficially owned restricted shares of Common Stock for at least
one year is entitled to sell, within any three-month period, a number of shares
that does not exceed the greater of 1% of the total number of outstanding shares
of the same class, or the average weekly trading volume of the Common Stock
during the four calendar weeks preceding the sale. A person who has not been an
affiliate of the Company for at least the three months immediately preceding the
sale and who has beneficially owned shares of Common Stock for at least two
years is entitled to sell such shares under Rule 144 without regard to the
volume limitations described above.

                                  UNDERWRITING

     Subject to the terms and conditions in the underwriting agreement between
EuroWeb and the Underwriters named below, for which J.W. Barclay is acting as
Representative, a copy of which agreement is filed as an exhibit to the
Registration Statement of which this Prospectus forms a part), EuroWeb has
agreed to sell to each of the Underwriters named below, and each of such
Underwriters has severally agreed to purchase, the number of Units set forth
opposite its name. All 1,000,000 Units must be purchased by the several
Underwriters if any are purchased.

                                       39


<PAGE>



UNDERWRITERS                                           NUMBER OF UNITS
- ------------                                           ---------------

J.W. Barclay & Co., Inc .............................

         Total .............................               1,000,000


     The Representative has advised the Company that the Underwriters propose to
offer the Units to the public at the offering price set forth on the cover page
of this Prospectus and that the Underwriters may allow certain dealers who are
members in good standing of the National Association of Securities Dealers, Inc.
("NASD") a concession of $__ per Unit. After the initial public offering, the
public offering price and concessions may be changed by the Underwriters.

     The Company has granted the Underwriters an option, exercisable for 45 days
from the date of this Prospectus, to purchase up to 150,000 Units at the public
offering price less the underwriting discount set forth on the cover page of
this Prospectus. The Underwriters may exercise this option solely to cover
over-allotments in the sale of the Units.

     The Company has agreed to pay the Representative a non-accountable expense
allowance of 3% of the gross proceeds of the Units sold in the offering
(including the over-allotment option), of which $30,000 has been paid.

     The Company has agreed to enter into an agreement with the Representative
retaining the Representative as financial consultant for a period of two years
from the date hereof, pursuant to which the Representative will receive a fee of
$37,500 per year payable in full at the closing of the Offering. The Company has
agreed with the Representative to pay a finder's fee, ranging from 7% of the
first $1,000,000 down to 2 1/2% of the excess over $9,000,000 of the
consideration involved in any transaction (including mergers and acquisitions)
consummated by the Company in which the Representative introduced the other
party to the Company during the five year period commencing on the closing date.

     The Company will pay the Representative, commencing one year from the date
hereof, a commission equal to ten percent of the exercise price of the Warrants
exercised, provided that (i) at the time of exercise the market price of the
Common Stock is greater than the exercise price of the Warrants, and (ii) the
exercise of the Warrants was solicited by a member of the NASD and the NASD
member is designated in writing by the Warrant Holder, (iii) the Warrants
exercised are not held in discretionary accounts, (iv) disclosure of the
compensation arrangements has been made both at the time of the offering and at
the time of exercise of the Warrant, and (v) the solicitation of the exercise of
the Warrants is not in violation applicable rules under the Securities Exchange
Act of 1934 (the "Exchange Act"). A portion of such commission may be
reallocated to any dealer who solicited such exercise. In addition, unless
granted an exemption by the Commission from applicable rules under the Exchange
Act, the Representative will be prohibited from engaging in any market activity
or solicited brokerage activities until the later of the termination of such
solicitation of activity or the termination by waiver or otherwise of any right
the Representative may have to receive a fee for the exercise of the Warrants
following such solicitation. Such a prohibition, while in effect, could impair
the liquidity and market price of the Securities.

     The Underwriting Agreement provides for reciprocal indemnification between
the Company and the Underwriters against certain civil liabilities, including
liabilities under the Securities Act of 1933.

     The Company has agreed to sell to the Underwriters or their designees, at a
price of $.001 per warrant, a total of 100,000 Units (the "Underwriters' Unit
Warrants") to purchase a like number of Units. The Underwriters' Unit Warrants
will be exercisable at a price of $9.90 per Unit for a period of four years
commencing one year after the date hereof, and they will not be transferable for
one year after the date hereof except to Underwriters and selected dealers and
officers and partners thereof. Any profit realized upon any resale of the
Underwriters' Unit Warrants may be deemed to be additional underwriter's
compensation. The Company has agreed to register (or file a post-effective

                                       40


<PAGE>



amendment with respect to any registration statement registering) the
Underwriters' Unit Warrants and their underlying securities under the Securities
Act at its expense on one occasion, and at the expense of the holders thereof on
another occasion, upon the request of a majority of the holders thereof. The
Company has also agreed to certain "piggy-back" registration rights for the
holders of the Underwriters' Unit Warrants and their underlying securities.

     The Underwriters have informed the Company that they do not expect sales of
Units to be made to discretionary accounts to exceed 2% of the Units offered
hereby.

     Certain current Common Stock and option holders, of the Company, have
agreed that they will not, directly or indirectly, offer to sell, contract to
sell, sell, transfer, assign, encumber, grant an option to purchase, pledge or
otherwise dispose of any beneficial interest in such securities, for a period of
twelve months following the date hereof, without the prior written consent of
the Representative.

     The Underwriting Agreement provides that the Representative has the right,
for a period of five years from the date of the closing of the Offering, to
designate one person to attend Board of Directors meetings. Such person shall be
entitled to attend all such meetings and to receive all notices and other
correspondence and communications sent by the Company to members of its Board of
Directors. The Company shall reimburse the designee of the Representative for
his out-of-pocket expenses incurred in connection with his attendance at such
meetings. As of the date of this Prospectus, the Representative has not
designated such person.

     The Company has agreed that for a period of six months from the date
hereof, it will not issue any securities not contemplated by this Prospectus
without the prior written consent of the Representative.

     Certain persons participating in this offering may over-allot or effect
transactions which stabilize, maintain or otherwise affect the market price of
the Units at levels above those which otherwise might prevail in the open
market, including by entering stabilizing bids, effecting syndicate covering
transactions or imposing penalty bids. A stabilizing bid means the placing of
any bid or effecting of any purchase for the purpose of pegging, fixing or
maintaining the price of the Units. A syndicate-covering transaction means the
placing of any bid on behalf of the underwriting syndicate or the effecting of
any purchase to reduce a short position created in connection with this
offering. A penalty bid means an arrangement that permits the Underwriters to
reclaim a selling concession from a syndicate member in connection with this
offering when shares of Units sold by the syndicate member are purchased in
syndicate-covering transactions. Such transactions may be effected on the NASDAQ
Stock Market, in the over-the-counter market or otherwise. Such stabilizing, if
commenced, may be discontinued at any time.

                                  LEGAL MATTERS

     The validity of the Units (including the Preferred Shares and the Common
Stock Purchase Warrants) offered hereby will be passed upon for the Company by
Cohen & Cohen, 445 Park Avenue, New York, New York 10022. Frank R. Cohen, a
partner in Cohen & Cohen, owns 10,000 shares of the Common Stock and holds
options to purchase an additional 140,000 shares of Common Stock. He is also
Chairman of the Board and President of the Company. Certain legal matters in
connection with this Offering are being passed upon for the Underwriters by
Henry C. Malon, Esq., 1 Battery Park Plaza, New York, NY 10004.

                                     EXPERTS

     The financial statements included in this Prospectus have been audited by
BDO Seidman, LLP, independent certified public accountants, to the extent and
for the periods set forth in their report appearing elsewhere herein, and are
included in reliance upon such report given upon the authority of said firm as
experts in auditing and accounting.

                                       41


<PAGE>


- ------------------------------------------------------------------------------




                          EUROWEB INTERNATIONAL CORP.
                    (FORMERLY HUNGARIAN TELECONSTRUCT CORP.)

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS                         F-2

CONSOLIDATED FINANCIAL STATEMENTS:
   Balance sheets as of December 31, 1997 and

      March 31, 1998 (unaudited)                                           F-3
   Statements of loss for the years ended

      December 31, 1996 and 1997 and the three months

      ended March 31, 1997 (unaudited) and 1998 (unaudited)                F-4
   Statements of stockholders' equity for the years ended

      December 31, 1996 and 1997 and three months ended

      March 31, 1998 (unaudited)                                           F-5
   Statements of cash flows for the years ended

      December 31, 1996 and 1997 and three months

      ended March 31, 1997 (unaudited) and 1998 (unaudited)                F-6
   Notes to consolidated financial statements                       F-7 - F-23

                                      F-1


<PAGE>


- --------------------------------------------------------------------------------




                          EUROWEB INTERNATIONAL CORP.
                    (FORMERLY HUNGARIAN TELECONSTRUCT CORP.)

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors
EuroWeb International Corp.
New York, New York

We have audited the accompanying consolidated balance sheet of EuroWeb
International Corp. (formerly Hungarian Teleconstruct Corp.) as of December 31,
1997, and the related consolidated statements of loss, stockholders' equity,
and cash flows for each of the two years in the period ended December 31, 1997.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of EuroWeb
International Corp. as of December 31, 1997, and the results of its operations
and its cash flows for each of the two years in the period ended December 31,
1997, in conformity with generally accepted accounting principles.

BDO Seidman, LLP

New York, New York

April 10, 1998

                                      F-2


<PAGE>





<TABLE>
<CAPTION>

                          EUROWEB INTERNATIONAL CORP.
                    (FORMERLY HUNGARIAN TELECONSTRUCT CORP.)

                          CONSOLIDATED BALANCE SHEETS

December 31,                                                                    December 31, 1997                March 31, 1998
- ------------                                                                    -----------------                --------------
<S>                                                                                  <C>                         <C>       
ASSETS                                                                                                           (unaudited)
CURRENT:
   Cash and cash equivalents (Note 3)                                             $      697,948              $     543,314
   Accounts receivable, less allowance of $39,216 for doubtful accounts                  172,437                    486,870
   Receivables from Hungarian Broadcasting Corporation (Note 4(a))                       546,053                    552,460
   Prepaid and other                                                                     103,073                     81,319
                                                                                   -------------               ------------
        TOTAL CURRENT ASSETS                                                           1,519,511                  1,663,963
Property and equipment, less accumulated depreciation of $102,402
   and $121,311                                                                          240,887                    204,430
Condominium building - held for sale (Note 5(c))                                               -                  1,600,000
Construction-in-progress (Note 5(a))                                                   3,279,900                          -
Goodwill, less accumulated amortization of $383,000 and $480,000
   (Note 10)                                                                           1,529,912                  1,454,968
Other                                                                                     70,094                    101,290
                                                                                   -------------               ------------
                                                                                  $    6,640,304              $   5,024,651
                                                                                   =============               ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
   Loan payable to Hungarian Broadcasting Corporation (Note 4(c))                 $      368,456              $     373,704
   Payable to former owners of acquired businesses (Note 10)                             191,000                    176,000
   Accounts payable and accrued expenses                                                 789,623                  1,040,595
                                                                                   -------------               ------------
        TOTAL CURRENT LIABILITIES                                                      1,349,079                  1,590,299
10% Convertible debentures (note 6(a))                                                   150,000                    100,000
Deferred revenue (Note 5(b))                                                           1,589,653                          -
                                                                                   -------------               ------------
        Total liabilities                                                              3,088,732                  1,690,299
                                                                                   -------------               ------------
Commitments (Notes 5 and 8)
Stockholders' equity (Note 7):
   Preferred stock, $.001 par value - shares authorized 5,000,000;
      no shares outstanding                                                                    -                          -
   Common stock, $.001 par value - shares authorized 15,000,000;
      issued and outstanding 4,949,936 and 5,178,246                                       4,950                      5,178
   Additional paid-in capital                                                         18,755,225                 18,804,997
   Deficit                                                                          (15,172,703)               (15,427,188)
   Accumulated other comprehensive loss:   
     Foreign currency translation adjustment                                            (35,900)                   (48,035)
                                                                                   -------------               ------------
        TOTAL STOCKHOLDERS' EQUITY                                                     3,551,572                  3,334,352
                                                                                   -------------               ------------
                                                                                  $    6,640,304              $   5,024,651
                                                                                   =============               ============ 

</TABLE>

         See accompanying notes to consolidated financial statements.

                                      F-3


<PAGE>
<TABLE>
<CAPTION>

                          EUROWEB INTERNATIONAL CORP.
                    (FORMERLY HUNGARIAN TELECONSTRUCT CORP.)

                               STATEMENTS OF LOSS


                                                Year ended December 31,        Three months ended March 31,
                                              ---------------------------      ----------------------------
                                                    1996             1997            1997            1998
                                              -----------     -----------     -----------     -----------   
                                                                                      (unaudited)
<S>                                           <C>             <C>             <C>             <C>        
REVENUES:

   Internet                                   $      --       $ 1,270,135     $   286,252     $   384,900
   Construction (Note 5(b))                          --              --              --         1,724,468
                                              -----------     -----------     -----------     -----------
                                                     --         1,270,135         286,252       2,109,368
                                              -----------     -----------     -----------     -----------
EXPENSES (INCOME):

   Cost of construction                              --              --              --         1,723,870
   Compensation and related costs
      (Notes 8 and 9(a))                        1,364,550         810,543         237,667         165,946
   Network costs                                     --           525,530          75,161         171,240
   Consulting and professional fees               190,330         234,042          92,390          43,450
   Rent                                             5,716         117,531          32,287          33,004
   Depreciation and amortization                   29,352         497,362         106,408         116,073
   Interest expense - net (Note 6(a))             287,677         370,166         164,197          16,904
   Financing costs (Note 6(a))                     99,000         153,965          59,924            --
   Foreign currency loss                          150,917          28,654          74,424          41,576
   Write-down of construction-in-
      progress to estimated market value
      (Note 5(a))                               1,000,000         350,000            --              --
   Gain on sale of investment in affiliate
      (Note 4(b))                                    --          (524,000)           --              --
   Other                                          379,472         713,570         122,904          52,390
                                              -----------     -----------     -----------     -----------
                                                3,517,014       3,277,363         965,367       2,364,453
                                              -----------     -----------     -----------     -----------
        loss before equity in net loss of
           unconsolidated affiliate            (3,517,014)     (2,007,228)       (679,115)       (255,085)
Equity in net loss of unconsolidated
   affiliate (Note 4(b))                         (278,000)           --              --              --
                                              -----------     -----------     -----------     -----------
Net loss                                       (3,795,014)     (2,007,228)       (679,115)       (255,085)
Other comprehensive loss - foreign
   currency translation adjustment                   --            35,900            --            12,135
                                              -----------     -----------     -----------     -----------
Comprehensive loss                            $(3,795,014)    $(2,043,128)    $  (679,115)    $  (267,220)
                                              ===========     ===========     ===========     ===========
Net loss per share - basic and diluted        $     (2.26)    $      (.54)    $      (.24)    $      (.05)
                                              ===========     ===========     ===========     ===========
Weighted average number of shares
   outstanding                                  1,681,000       3,728,000       2,815,255       5,026,039
                                              ===========     ===========     ===========     ===========

</TABLE>

          See accompanying notes to consolidated financial statements.

                                      F-4


<PAGE>





<TABLE>
<CAPTION>


                          EUROWEB INTERNATIONAL CORP.
                    (FORMERLY HUNGARIAN TELECONSTRUCT CORP.)

                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY


Years ended December 31, 1997 and 1996 and three months ended March 31, 1998

                                                                                                                                  
                                                                                               Accumulated
                                                                               Additional        other
                                                        Common stock            paid-in        comprehensive    
                                                  Shares          Amount        capital            loss           Deficit
                                                ---------       ---------    ------------       -----------     -----------   
<S>                                            <C>          <C>             <C>              <C>              <C>          
BALANCE, JANUARY 1, 1996                       1,518,290    $      1,518    $ 14,645,998     $       --       $ (9,370,461)
Issuance of shares for cash (Note 6(b))          550,000             550         972,450             --               --
Compensation relating to the extension
   of the period of exercisability of

   former officer's options (Note 9(a))             --              --           600,000             --               --
Issuance of shares for businesses to be
   acquired (Note 10)                            144,000             144         359,856             --               --
Issuance of shares on conversion of
   debentures and accrued interest

   (Note 6(a))                                   263,979             264         311,143             --               --
Incremental interest from revaluation of
   convertible debentures (Note 6(a))               --              --           300,000             --               --
Net loss for the year                               --              --              --               --         (3,795,014)
                                            ------------    ------------    ------------     ------------     ------------
BALANCE, DECEMBER 31, 1996                     2,476,269           2,476      17,189,447             --        (13,165,475)
Compensation relating to the extension
   of the period of exercisability of
   former officer's options and issuance

   of options to consultant (Note 8)                --              --           170,000             --               --
Issuance of shares on conversion of
   debentures and accrued interest

   (Note 6(a))                                 2,413,667           2,414       1,224,838             --               --
Exercise of put options on common
   stock issued in connection with
   acquisitions                                   60,000              60        (156,060)            --               --
Incremental interest from revaluation of
   convertible debentures (Note 6(a))               --              --           327,000             --               --
Foreign currency translation adjustment             --              --              --            (35,900)            --
Net loss for the year                               --              --              --               --         (2,007,228)
                                            ------------    ------------    ------------     ------------     ------------
BALANCE, DECEMBER 31, 1997                     4,949,936           4,950      18,755,225          (35,900)     (15,172,703)
Issuance of shares on conversion of
   debentures (unaudited)                        228,310             228          49,772             --               --
Foreign currency translation adjustment
   (unaudited)                                      --              --              --             12,135             --
Net loss for the period (unaudited)                 --              --              --               --           (255,085)
                                            ------------    ------------    ------------     ------------     ------------
BALANCE, MARCH 31, 1998 (UNAUDITED)            5,178,246    $      5,178    $ 18,804,997     $    (48,035)    $(15,427,188)
                                            ============    ============    ============     ============     ============

</TABLE>

          See accompanying notes to consolidated financial statements.

                                      F-5


<PAGE>





<TABLE>
<CAPTION>

                          EUROWEB INTERNATIONAL CORP.
                    (FORMERLY HUNGARIAN TELECONSTRUCT CORP.)


                     CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                          Year ended December 31,       Three months ended March 31,
                                                        ---------------------------    ---------------------------- 
                                                               1996            1997            1997            1998
                                                        -----------     -----------     -----------     -----------
                                                                                                  (unaudited)
<S>                                                     <C>             <C>             <C>             <C>         
CASH FLOWS FROM OPERATING ACTIVITIES:                                                                          
   Net loss                                             $(3,795,014)    $(2,007,228)    $  (679,115)    $  (255,085)
   Adjustments to reconcile net loss to net cash
      provided by (used in) operating activities:

        Depreciation and amortization                        29,352         497,362         106,408         116,073
        Amortization of computed interest income               --              --           (13,000)            --
        Gain on sale of investment                             --          (524,000)            --              --
        Options granted/extended as compensation            600,000         170,000         125,000            --
        Stock issued for accrued interest                     3,907          42,252          11,317            --
        Incremental interest on revaluation of
           convertible debentures                           300,000         327,000         150,000            --
        Provision for loss on construction-in-
           progress                                       1,000,000         350,000            --              --
        Equity in net loss of unconsolidated
           affiliate                                        278,000            --              --              --
        Provision for doubtful accounts                        --            39,216            --              --
        Loss on sale of property                              5,033          75,000            --               598
        (Increase) decrease in:
           Accounts receivable                                 --           (70,849)       (165,290)       (236,924)
           Vat refund receivable                            146,804          74,412          30,929            --
           Receivables from related parties                  85,962         (65,269)            616            --
           Prepaid and other assets                          (9,881)         82,329         (29,388)         (9,442)
        Increase (decrease) in:
           Accounts payable and accrued expenses           (227,283)        (59,449)        390,088          50,977
           Payable to former owners                            --              --            87,648         (15,000)
           Deferred revenue                               1,490,039          99,614            --              --
                                                        -----------     -----------     -----------     -----------
           NET CASH PROVIDED BY (USED IN)
              OPERATING ACTIVITIES                          (93,081)       (969,610)         15,213        (148,803)
                                                        -----------     -----------     -----------     -----------
CASH FLOWS FROM INVESTING ACTIVITIES:

   Receivable from HBC, net                                 376,323         (65,269)          8,655          (1,159)
   Acquisition of Internet service companies, net of
      cash acquired                                        (825,000)       (501,986)       (481,801)           --
   Acquisition of property and equipment and
      construction-in-progress                           (1,429,992)       (243,890)       (321,348)         17,384
   Acquisition of intangibles                                  --              --              --           (22,056)
   Proceeds from sale of investment in HBC                     --           649,000            --              --
   Proceeds from sale of property                           320,510         134,000            --              --
                                                        -----------     -----------     -----------     -----------
           NET CASH USED IN INVESTING ACTIVITIES         (1,558,159)        (28,145)       (794,494)         (5,831)
                                                        -----------     -----------     -----------     -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from issuance of convertible debt               796,957         850,000         395,000            --
   Proceeds from HBC loan                                      --           350,000         350,000            --
   Proceeds from issuance of common stock                   973,000            --              --              --
                                                        -----------     -----------     -----------     -----------
           NET CASH PROVIDED BY FINANCING
              ACTIVITIES                                  1,769,957       1,200,000         745,000            --
                                                        -----------     -----------     -----------     -----------
NET INCREASE (DECREASE) IN CASH AND CASH
   EQUIVALENTS                                              118,717         202,245         (34,281)       (154,634)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD              376,986         495,703         495,703         697,948
                                                        -----------     -----------     -----------     -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD                $   495,000     $   697,948     $   461,422     $   543,314
                                                        ===========     ===========     ===========     ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
   INFORMATION:
      Noncash transactions:
        Issuance of common stock upon conversion
           of debentures and accrued interest           $   307,000     $ 1,185,000     $   506,317     $    50,000
        Issuance of common stock as advances on
           acquisition                                      360,000            --              --              --
        Payable to stockholders of acquired                 400,000         191,000            --              --
           companies
                                                        ===========     ===========     ===========     ===========

</TABLE>

          See accompanying notes to consolidated financial statements.

                                      F-6


<PAGE>




                          EUROWEB INTERNATIONAL CORP.
                    (FORMERLY HUNGARIAN TELECONSTRUCT CORP.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               (UNAUDITED WITH RESPECT TO THE THREE MONTHS ENDED
                            MARCH 31, 1997 AND 1998)
- --------------------------------------------------------------------------------

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 
               
    (a)     Principles of Consolidation       

            The consolidated financial statements include the accounts of
            EuroWeb International Corp., formerly Hungarian Teleconstruct Corp.
            (the "Company") and its majority-owned subsidiaries. All material
            intercompany balances and transactions have been eliminated.

            Certain 1996 items have been reclassified to conform to the 1997
            presentation.

    (b)     Use of Estimates and Assumptions

            In preparing financial statements in conformity with generally
            accepted accounting principles, management is required to make
            estimates and assumptions that affect the reported amounts of
            assets and liabilities and the disclosure of contingent assets and
            liabilities at the date of the financial statements and revenues
            and expenses during the reporting period. Actual results could
            differ from those estimates.

    (c)     Interim Financial Statements

            The consolidated financial statements as of March 31, 1998 and for
            the three months ended March 31, 1998 and 1997 are presented as
            unaudited. In the opinion of management, these financial statements
            include all adjustments necessary to present fairly the information
            set forth therein. These adjustments consist solely of normal
            recurring accruals. The interim results of operations for the three
            months ended March 31, 1998 and 1997 are not necessarily indicative
            of the results to be expected for the full year or for any other
            interim period.

    (d)     Fiscal Year

            The Company's reporting period is the fiscal year ending December
            31.

    (e)     Revenue Recognition

            Revenues from monthly Internet service are recognized in the month
            in which the services are provided.

                                      F-7


<PAGE>



                          EUROWEB INTERNATIONAL CORP.
                    (FORMERLY HUNGARIAN TELECONSTRUCT CORP.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               (UNAUDITED WITH RESPECT TO THE THREE MONTHS ENDED
                            MARCH 31, 1997 AND 1998)
- --------------------------------------------------------------------------------

            Sale of constructed condominium apartments is recognized when
            collection of sales price is assured.

   (f)     Foreign Currency Translation

            The Company's Hungarian subsidiary, EuroWeb Rt, uses the local
            currency, the Hungarian forint, as the functional currency and
            translates all assets and liabilities at year-end exchange rates
            and all income and expense accounts at average rates, and records
            adjustments resulting from the translation in a separate component
            of stockholders' equity. The Company uses the U.S. dollar as the
            functional currency for its Hungarian subsidiary, Teleconstruct
            Epitesi Rt ("Teleconstruct"). Accordingly, monetary assets and
            liabilities of Teleconstruct were remeasured at year-end exchange
            rates, nonmonetary assets and liabilities were remeasured at
            historical rates, and income and expense accounts were remeasured
            at the average rates in effect during the year. Remeasurement
            adjustments and transaction gains or losses are reflected in the
            consolidated statements of loss.

   (g)     Cash Equivalents

            For purposes of the consolidated statements of cash flows, the
            Company considers all highly liquid debt instruments purchased with
            a maturity of three months or less to be cash equivalents.

   (h)      Fair Value of Financial Instruments

            The carrying values of cash equivalents, accounts receivable,
            receivables from and loan payable to Hungarian Broadcasting
            Corporation ("HBC"), payable to former owners of acquired
            businesses, accounts and accrued expenses payable and tlconvertible
            debentures approximate fair values.

                                      F-8


<PAGE>


                          EUROWEB INTERNATIONAL CORP.
                    (FORMERLY HUNGARIAN TELECONSTRUCT CORP.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               (UNAUDITED WITH RESPECT TO THE THREE MONTHS ENDED
                            MARCH 31, 1997 AND 1998)
- --------------------------------------------------------------------------------

    (i)     Equity in Net Loss of Unconsolidated Affiliate

            The Company's 9.7% equity interest in HBC was accounted for using
            the equity method through September 30, 1996 since the Company had
            the ability to exercise significant influence over HBC. Beginning
            October 1, 1996, the Company discontinued its use of the equity
            method of accounting for its investment in HBC, since the Company
            no longer had the ability to exercise significant influence over
            HBC (see Note 4(b)). On October 29, 1997, the Company sold its
            interest in HBC. (j) Property, Equipment and Depreciation

            Property and equipment are stated at cost. Depreciation is computed
            using the straight-line method over the estimated useful lives of
            the assets of 3-5 years. During 1996, the Company sold its office
            condominium at a net loss of $75,000, which is included in other
            expenses.

    (k)     Goodwill

            Goodwill is amortized on a straight-line basis over its estimated
            useful life of 5 years. The Company periodically evaluates goodwill
            based upon the expected undiscounted cash flow from the acquired
            businesses.

   (l)     Stock-Based Compensation

            In October 1995, the Financial Accounting Standards Board ("FASB")
            issued Statement of Financial Accounting Standards ("SFAS") No.
            123, "Accounting for Stock-Based Compensation" ("SFAS No. 123")
            which establishes a fair value method of accounting for stock-based
            compensation, through either recognition or disclosure. The Company
            adopted the disclosure option for employee stock-based compensation
            provisions of SFAS No. 123. However, since the pro forma net loss
            and net loss per share amounts assuming the fair value method was
            adopted January 1, 1995 did not differ materially from the
            comparable amounts reported on the consolidated statements of loss,
            no such pro forma amounts have been disclosed.

                                      F-9


<PAGE>


                          EUROWEB INTERNATIONAL CORP.
                    (FORMERLY HUNGARIAN TELECONSTRUCT CORP.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               (UNAUDITED WITH RESPECT TO THE THREE MONTHS ENDED
                            MARCH 31, 1997 AND 1998)
- --------------------------------------------------------------------------------

    (m)     Income Taxes

            The Company accounts for income taxes in accordance with SFAS No.
            109, "Accounting for Income Taxes" ("SFAS No. 109"). This statement
            requires a liability approach for measuring deferred taxes based on
            temporary differences between the financial statement and income
            tax bases of assets and liabilities existing at the balance sheet
            date using enacted rates for the years in which the taxes are
            expected to be paid or recovered.

   (n)      Comprehensive Income

            In June 1997, the FASB issued SFAS No. 130, "Reporting
            Comprehensive Income", which establishes standards for reporting
            and display of comprehensive income, its components and accumulated
            balances. Comprehensive income is defined to include all changes in
            equity except those resulting from investments by owners and
            distributions to owners. Among other disclosures, SFAS 130 requires
            that all items that are required to be recognized under current
            accounting standards as components of comprehensive income be
            reported in a financial statement that is displayed with the same
            prominence as other financial statements. SFAS No. 130 became
            effective for financial statements for periods beginning after
            December 15, 1997 and requires comparative information for earlier
            periods. The Company adopted SFAS No. 130 as of January 1, 1998.

                                      F-10


<PAGE>



                          EUROWEB INTERNATIONAL CORP.
                    (FORMERLY HUNGARIAN TELECONSTRUCT CORP.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               (UNAUDITED WITH RESPECT TO THE THREE MONTHS ENDED
                            MARCH 31, 1997 AND 1998)
- --------------------------------------------------------------------------------

     (o)    Net Loss Per Share

            During 1997, the FASB issued SFAS No. 128 ("SFAS No. 128"),
            "Earnings per Share," which provides for the calculation of "basic"
            and "diluted" earnings per share. This statement became effective
            for financial statements issued for periods ending after December
            15, 1997. Basic earnings per share include no dilution and are
            computed by dividing income available to common stockholders by the
            weighted average number of common shares outstanding for the
            period. Diluted earnings per share reflect, in periods in which
            they have a dilutive effect, the effect of common shares issuable
            upon exercise of stock options. Although SFAS No. 128 requires that
            all periods presented be restated to comply with the provisions of
            this statement, no restatement was required since the Company's
            basic net loss per share and primary net loss per share for the
            year ended December 31, 1996 were the same.

    (p)     Recent Accounting Pronouncements

            In June 1997, the FASB issued SFAS No. 131, "Disclosures About
            Segments of an Enterprise and Related Information", which
            supersedes SFAS No. 14, "Financial Reporting for Segments of a
            Business Enterprise". SFAS 131 establishes standards for the way
            that public companies report information about operating segments
            in annual financial statements and requires reporting of selected
            information about operating segments in interim financial
            statements issued to the public. It also establishes standards for
            disclosures regarding products and services, geographic areas and
            major customers. SFAS 131 defines operating segments as components
            of a company about which separate financial information is
            available that is evaluated regularly by the chief operating
            decision maker in deciding how to allocate resources and in
            assessing performance.

                                      F-11


<PAGE>



                          EUROWEB INTERNATIONAL CORP.
                    (FORMERLY HUNGARIAN TELECONSTRUCT CORP.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               (UNAUDITED WITH RESPECT TO THE THREE MONTHS ENDED
                            MARCH 31, 1997 AND 1998)
- --------------------------------------------------------------------------------

            SFAS 131 is effective for financial statements for periods
            beginning after December 15, 1997 and requires comparative
            information for earlier years to be restated. Because of the recent
            issuance of this standard, management has been unable to fully
            evaluate the impact, if any, it may have on future financial
            statement disclosures. Results of operations and financial
            position, however, will be unaffected by implementation of this
            standard.

2.  ORGANIZATION AND BUSINESS 

    The Company is a Delaware corporation which was organized on November 9,
    1992. Its wholly-owned Hungarian subsidiary, Teleconstruct, was organized
    on March 19, 1993. Teleconstruct is currently building in Budapest, Hungary
    two luxury 14-unit condominium buildings for sale (see Note 5).

    On January 2, 1997, the Company acquired three Hungarian Internet service
    companies and is operating them through its wholly-owned subsidiary,
    EuroWeb Rt.

3.  CASH CONCENTRATION     


    At December 31, 1997 and March 31, 1998, cash of approximately $537,000 and
    $389,000, respectively, denominated in U.S. dollars, was on deposit with a
    money market fund and major money center bank in the United States. In
    addition, at December 31, 1997 and March 31, 1998, approximately $161,000
    and $154,000, respectively, were on deposit in Hungarian banks.


4.  ADVANCES TO, PAYABLE FROM AND INVESTMENT IN HBC

    (a)     At December 31, 1997, receivable from HBC represents loans,
            advances and accrued interest receivable. The receivable was due
            June 30, 1997. The Company expects repayment of this receivable
            during 1998 from a convertible debt offering by HBC. Upon
            repayment, it will pay the loan payable to HBC.

                                      F-12


<PAGE>



                          EUROWEB INTERNATIONAL CORP.
                    (FORMERLY HUNGARIAN TELECONSTRUCT CORP.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               (UNAUDITED WITH RESPECT TO THE THREE MONTHS ENDED
                            MARCH 31, 1997 AND 1998)
- --------------------------------------------------------------------------------

    (b)     The Company's investment in HBC (a public company), represented by
            250,000 shares of common stock, was subject to a lock-up agreement
            through February 7, 1999. On October 29, 1997, the Company sold the
            250,000 shares for $649,000 to the then three principals of HBC's
            underwriter on its previous two public offerings. The sales price
            was approximately 55% of the market price of HBC's common stock as
            of the date of the agreement to sell, and approximately 40% at the
            time of the closing of the sale. The Company recognized a gain of
            $524,000 based on a carrying value of $125,000. (c) In February
            1997, the Company borrowed $350,000 from HBC. The loan, which is
            evidenced by a promissory note with interest at 6% per annum, is
            payable on the earlier to occur of (1) June 30, 1997, (2) the
            closing of any offering by the Company of its securities, or (3)
            sale of any assets by the Company. The loan is secured by the
            balance of the loan owed by HBC to the Company and the proceeds of
            a debt owed by a company controlled by the Company's former
            President (see Note 9(a)).


5.  CONSTRUCTION-IN-PROGRESS AND CONDOMINIUM BUILDING - HELD-FOR-SALE

    (a)     Construction-in-progress of two luxury 14-unit condominium
            buildings held for sale includes the cost of land ($885,000) and
            construction costs incurred through December 31, 1997, net of a
            provision of $1,350,000 ($350,000 and $1,000,000 provided in 1997
            and 1996, respectively), to write down to estimated net realizable
            value. The provision was required based on the real estate market
            conditions in Budapest.

   (b)      As of December 31, 1997, deposits of $1,589,653 out of a total sales
            price of $1,679,653 were received for all of the apartments in one
            of the condominium buildings with the balance received in April
            1998. All the deposits for the apartments with the exception of one
            for $200,000 were received from the Company's former President.
            Construction was completed in March 1998 and the sale of the
            apartments was recognized in the three months ended March 31, 1998.
            The sales price of these apartments approximated the cost of the
            apartments net of the allocated provision for write-down of
            approximately $631,000.


                                      F-13


<PAGE>



                          EUROWEB INTERNATIONAL CORP.
                    (FORMERLY HUNGARIAN TELECONSTRUCT CORP.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               (UNAUDITED WITH RESPECT TO THE THREE MONTHS ENDED
                            MARCH 31, 1997 AND 1998)
- --------------------------------------------------------------------------------

    (c)     The second condominium building for which move-in permits have also
            been obtained in 1998, has been leased under a net lease which
            provides for monthly rentals of $22,000 for a period of five years.
            The lessee has the right to purchase the leased building for
            $2,000,000 during the lease period. The condominium building is
            carried at cost, net of a provision of approximately $719,000 to
            write down to estimated net realizable value.

6.  PRIVATE PLACEMENTS  

    (a)     In 1997 and 1996, the Company sold $850,000 and $792,500 of 10%
            convertible debentures due 2 years from the date of sale to foreign
            investors outside the United States in private placements receiving
            aggregate net proceeds of approximately $696,000 and $693,500,
            respectively, after deducting placement agent fees and offering
            expenses of approximately $154,000 and $125,000, respectively.
            Commencing 45 days after issuance, the original principal amount of
            the debentures is convertible into the Company's shares of common
            stock at a conversion price of 50% of the market price, as defined,
            of the Company's common stock. In the case of the occurrence of one
            or more "events of default" as described in the debenture, the
            debentures may be immediately due and payable. During 1997 and
            1996, debentures of $1,185,000 and $307,500 and accrued interest of
            $42,252 and $3,907, respectively, have been converted into
            2,413,667 and 263,979 shares of common stock, respectively. The
            incremental yield on the debentures relating to the convertibility
            of the debentures into common stock at a 50% discount to the common
            stock's market price resulted in an interest charge of $327,000 and
            $300,000 to the consolidated statements of loss for the years ended
            December 31, 1997 and 1996, respectively. In addition, financing
            costs of approximately $154,000 and $125,000 incurred in connection
            with the sale of the debentures have been charged to operations
            during 1997 and 1996, respectively, since substantially all of the
            debentures were converted to common stock within a short period
            after issuance.


                                      F-14


<PAGE>


                          EUROWEB INTERNATIONAL CORP.
                    (FORMERLY HUNGARIAN TELECONSTRUCT CORP.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               (UNAUDITED WITH RESPECT TO THE THREE MONTHS ENDED
                            MARCH 31, 1997 AND 1998)
- --------------------------------------------------------------------------------

            The unconverted debentures of $150,000 at December 31, 1997 and
            $100,000 at March 31, 1998 are due as follows:

                                       December 31,          
                                          1997            March 31, 1998
                                       ------------       -------------- 
                                                                 

            January 1999                $  50,000           $       -
            April 1999                    100,000             100,000
                                        ---------             ------- 
                                        $ 150,000           $ 100,000


            In June 1998, the outstanding debentures of $100,000 and accrued
            interest of $11,682 were converted into 128,504 shares of common
            stock.

    (b)     In October 1996, the Company sold a private placement consisting of
            550,000 shares of common stock and 550,000 common stock purchase
            warrants exercisable at $2 per share, reduced to $1.25 per share on
            June 26, 1997, at any time from October 1, 1997 until September 30,
            2001 for net proceeds of $973,000 after deducting placement agent
            fees and offering expenses of $127,000. The warrants and the
            underlying shares of common stock have been registered under the
            Securities Act of 1933.



                                      F-15


<PAGE>



                          EUROWEB INTERNATIONAL CORP.
                    (FORMERLY HUNGARIAN TELECONSTRUCT CORP.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               (UNAUDITED WITH RESPECT TO THE THREE MONTHS ENDED
                            MARCH 31, 1997 AND 1998)
- --------------------------------------------------------------------------------

7.  STOCK OPTION PLAN AND WARRANTS

    (a)     Stock Options

            The Company has a Stock Option Plan (the "Plan"). An aggregate of
            100,000 shares of common stock is authorized for issuance under the
            Plan. On May 14, 1996, the stockholders approved an increase in the
            number of stock options available under the Plan to 350,000. At
            December 31, 1997, 90,000 stock options were available under the
            Plan, which were granted to the Company's officers and directors in
            April 1998. Plan provides that incentive and nonqualified options
            may be granted to officers and directors and consultants to the
            Company for the purpose of providing an incentive to those persons
            to work for the Company. The Plan may be administered by either the
            Board of Directors or a committee of three directors appointed by
            the Board (the "Committee"). The Board or Committee determines,
            among other things, the persons to whom stock options are granted,
            the number of shares subject to each option, the date or dates upon
            which each option may be exercised and the exercise price per
            share. Options granted under the Plan are exercisable for a period
            of up to ten years from the date of grant. Options terminate upon
            the optionee's termination of employment or consulting arrangement
            with the Company, except that, under certain circumstances, an
            optionee may exercise an option within the three-month period after
            such termination of employment. An optionee may not transfer any
            options except that an option may be exercised by the personal
            representative of a deceased optionee within the three-month period
            following the optionee's death. Incentive options granted to any
            employee who owns more than 10% of the Company's outstanding common
            stock immediately before the grant must have an exercise price of
            not less than 110% of the fair market value of the underlying stock
            on the date of the grant and the exercise term may not exceed five
            years. The aggregate fair market value of common stock (determined
            at the date of grant) for which any employee may exercise incentive
            options in any calendar year may not exceed $100,000. In addition,
            the Company will not grant a nonqualified option with an exercise
            price less than 85% of the fair market value of the underlying
            common stock on the date of the grant.

                                      F-16


<PAGE>



                          EUROWEB INTERNATIONAL CORP.
                    (FORMERLY HUNGARIAN TELECONSTRUCT CORP.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               (UNAUDITED WITH RESPECT TO THE THREE MONTHS ENDED
                            MARCH 31, 1997 AND 1998)
- --------------------------------------------------------------------------------

            For options granted to employees at exercise prices equal to the
            fair market value of the underlying common stock at the date of
            grant, no compensation cost is recognized. SFAS No. 123 requires
            the Company to provide, beginning with 1995 grants, pro forma
            information regarding net income and net income per common share as
            if compensation costs for the Company's stock option plans had been
            determined in accordance with the fair value based method
            prescribed in SFAS No. 123. Such pro forma information has not been
            presented because management has determined that the compensation
            costs associated with options granted in 1997 and 1996 are not
            material to net loss or net loss per common share.

                                      F-17


<PAGE>



                          EUROWEB INTERNATIONAL CORP.
                    (FORMERLY HUNGARIAN TELECONSTRUCT CORP.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               (UNAUDITED WITH RESPECT TO THE THREE MONTHS ENDED
                            MARCH 31, 1997 AND 1998)
- --------------------------------------------------------------------------------

            Transactions involving options granted are summarized below:

                                             1997                     1996
                                           --------                 --------
                                           Weighted                 Weighted
                                           average                  average
                                           exercise                 exercise
                               Shares      price        Shares      price
                              --------     ---------   --------    ---------
Outstanding, January 1,        775,000       $1.71      560,000        $2.32
Granted                        240,000        1.77      240,000         3.01
Cancelled                    (195,000)        2.33     (25,000)         9.60
Outstanding, December 31,      820,000        1.39      775,000         1.71
                              ========       =====      =======        =====
Exercisable, December 31,      720,000       $1.32      725,000        $1.62
                              ========       =====      =======        =====


            The following table summarizes information about stock options
            outstanding under the Plan at December 31, 1997:

<TABLE>
<CAPTION>

                                    Weighted
                       Number       average    Weighted     Number        Weighted
    Range of      outstanding at   remaining    average   exercisable at   average
   exercisable     December 31,   contractual  exercisable  December 31,  exercisable
    prices             1997          life       price        1997          price
- --------------    --------------  -----------  ----------- -------------  -----------
<S>                   <C>           <C>            <C>        <C>         <C>            <C>  
$1.00 - $3.38         820,000        2.6        $1.39       720,000        $1.32
==================================================================================
</TABLE>


            








                                      F-18


<PAGE>


                          EUROWEB INTERNATIONAL CORP.
                    (FORMERLY HUNGARIAN TELECONSTRUCT CORP.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               (UNAUDITED WITH RESPECT TO THE THREE MONTHS ENDED
                            MARCH 31, 1997 AND 1998)
- --------------------------------------------------------------------------------

            In April 1998, the Company also granted 90,000 options to its
            officers and directors exercisable at $1.625 per share for a period
            of five years

   (b)     Stock Warrants

            The following table summarizes information about stock warrants at
            December 31, 1997:

                                                 Warrants outstanding
                                                    and exercisable
                                       -----------------------------------------
                                            Number                Weighted
                                        outstanding at             average
                                         December 31,             remaining
Range of exercise prices                    1997             contractual life
- ------------------------                --------------       ----------------
$ 1.25 - $ 4.00                           555.700                    4.8    
$13.20 - $14.75                            87,000                    1.7
                                          -------
                                          642,700                    4.4


8.  COMMITMENTS 

    (a)     Employment Agreements

            Effective May 1, 1994, the Company entered into three-year
            employment agreements with the three officers and terminated the
            existing consulting and retainer agreement with them. The
            agreements were extended to June 1, 2000 by two additional years on
            October 23, 1995, and another two additional years on December 23,
            1996. The amended agreements provided for aggregate annual
            compensation of $336,000 for the Chairman of the Board, President
            and Secretary/Treasurer of the Company, and the granting of options
            to the three officers to purchase 460,000 shares of common stock of
            the Company at the exercise price of $1.00 per share with vesting
            over a five-year period (20% per year).

                                      F-19


<PAGE>


                          EUROWEB INTERNATIONAL CORP.
                    (FORMERLY HUNGARIAN TELECONSTRUCT CORP.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               (UNAUDITED WITH RESPECT TO THE THREE MONTHS ENDED
                            MARCH 31, 1997 AND 1998)
- --------------------------------------------------------------------------------

            On October 30, 1996, the Company entered into a termination
            agreement with its President which provided, among other things,
            for (1) his resignation as an officer, director and employee and
            (2) for the cancellation of his employment agreement upon payment
            of $372,000 which amount is to be deducted from the amount owed by
            a company controlled by him in connection with the purchase of one
            of the Company's condominium buildings. The President retained his
            rights as a stock optionee with respect to his 285,000
            (subsequently reduced to 250,000) options under his employment
            agreement and pursuant to the Company's Incentive Stock Option Plan
            of 1993. Unless he exercises his options within 5 years of the date
            the options were granted, the options will expire. A compensation
            expense of $972,000 has been charged to 1996 operations as a result
            of cancelling the President's employment agreement and extending
            the termination date of his options (see Note 9(a)).

            On December 23, 1996, the Board of Directors extended the
            employment contracts of the Chairman of the Board and Treasurer to
            December 31, 2001 and increased their annual compensation to
            $144,000 and $120,000, respectively.

            In February 1997, the former President of the Company was retained
            as a consultant to the Company to oversee the Company's real estate
            interests and Internet business. He agreed to render consulting
            services for a two-year period for a fee of 100,000 five-year
            options exercisable at $2.00 per share. The compensation relating
            to these options of $50,000 is being charged to operations over a
            two-year period.

                                      F-20


<PAGE>



                          EUROWEB INTERNATIONAL CORP.
                    (FORMERLY HUNGARIAN TELECONSTRUCT CORP.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               (UNAUDITED WITH RESPECT TO THE THREE MONTHS ENDED
                            MARCH 31, 1997 AND 1998)
- --------------------------------------------------------------------------------

            Also in February 1997, the Company's Chairman of the Board resigned
            as an officer, director and employee, and agreed to a cancellation
            of his employment agreement upon payment of $50,000, which
            represented the approximate amount owed to him with respect to 1996
            salary. In addition, 125,000 stock options which were granted to
            him under his employment agreement did not terminate as a result of
            the resignation, but continues to be governed by the original terms
            of the options. Compensation of $100,000 has been charged to the
            1997 operations relating to the extension of the period of
            exercisability of the options. The Company's Treasurer was
            appointed Chairman of the Board with an increase in compensation to
            $150,000 effective July 1, 1997 and the term of his employment
            contract was extended to December 31, 2005. The Company will also
            provide the Chairman of the Board with a split dollar life
            insurance policy in the face amount of $2,000,000 to be structured
            so that the premium and other costs paid by the Company would be
            recovered by the Company out of the insurance proceeds.

      (b)  Lease Commitment

            The Company leases office space in Budapest, Hungary, which
            provides for future minimum annual lease payments of approximately
            $114,000 through March 31, 2002.

    (c)     Service Agreements

            The Company has entered into various communications service
            agreements with terms in excess of one year in connection with the
            Internet business which provide for aggregate minimum annual
            payments by the Company as follows:

            1998                                  $   424,000
            1999                                      424,000
            2000                                      424,000
            2001                                      190,000
            2002                                      190,000
                                                    ---------
                                                   $1,652,000


                                      F-21


<PAGE>



                          EUROWEB INTERNATIONAL CORP.
                    (FORMERLY HUNGARIAN TELECONSTRUCT CORP.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               (UNAUDITED WITH RESPECT TO THE THREE MONTHS ENDED
                            MARCH 31, 1997 AND 1998)
- --------------------------------------------------------------------------------

9.  RELATED PARTY TRANSACTIONS

    (a)     Transactions with Former President

            On October 30, 1996, the Board of Directors approved the sale of
            one of the condominium buildings under construction to a company
            controlled by the Company's President and Chief Executive Officer.
            The building to be sold contained the four units for which deposits
            for the full sales price have been received by the Company (see
            Note 5(b)). The purchaser agreed to purchase all of the apartments
            in the building, except for one, for $1,479,653.

            On October 30, 1996, the Company's President also resigned as an
            officer, director and employee and agreed to a cancellation of his
            employment agreement (which provided for $168,000 salary per annum
            until February 1999), upon payment of $372,000. The $372,000,
            together with an additional amount of approximately $1,017,000 owed
            to the former President, was used as a deposit with $90,000 being
            owed by him on the above purchase at December 31, 1997 and March
            31, 1998. The sale was recognized in the quarter ended March 31,
            1998.

            It was further agreed that 250,000 stock options which were granted
            to the President under his employment agreement and pursuant to the
            Company's Incentive Stock Option Plan of 1993 will not terminate
            but will continue to be governed by the original terms of the
            options. Compensation and related costs for the year ended December
            31, 1996 on the statement of loss include $372,000 in connection
            with the cancellation of the President's employment agreement and
            $600,000 relating to the extension of the period of exercisability
            of the President's options.

    (b)     The Company paid legal fees to the Secretary/Treasurer and current
            Chairman of the Board of $24,000 and $112,000 for the years ended
            December 31, 1997 and 1996, respectively.

                                      F-22


<PAGE>



                          EUROWEB INTERNATIONAL CORP.
                    (FORMERLY HUNGARIAN TELECONSTRUCT CORP.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               (UNAUDITED WITH RESPECT TO THE THREE MONTHS ENDED
                            MARCH 31, 1997 AND 1998)
- --------------------------------------------------------------------------------

10. ACQUISITIONS  

            On January 2, 1997, the Company acquired three Hungarian Internet
            service companies for a purchase price of approximately $1,913,000,
            consisting of $1,225,000 in cash ($825,000 paid in 1996), 204,000
            shares of common stock of the Company (144,000 issued in 1996),
            assumption of $128,000 of liabilities, and $356,000 in notes, of
            which $191,000 is still owed at December 31, 1997 and is payable at
            various dates through October 31, 1998. These acquisitions have
            been accounted for using the purchase method of accounting. The
            cost in excess of net assets acquired (goodwill) of approximately
            $1,900,000 resulting from these acquisitions is being amortized
            over 5 years using the straight-line method. The Company's
            consolidated statement of loss for the year ended December 31, 1997
            includes the results of operations of the Internet service
            companies from the acquisition date. The pro forma results of
            operations are based on the historical financial statements of the
            Company and the Internet providers. The following pro forma results
            are unaudited and are not necessarily indicative of what the actual
            results of operations of the Company would have been, assuming the
            transactions had been completed as of January 1, 1996, nor
            necessarily indicative of the results of operations for future
            periods.


            Year ended December 31, 1996 (unaudited)
            ---------------------------------------- 
            Net revenues                         $   948,000
            Net loss                              (4,600,000)
            Net loss per share                         (2.44)


            The above unaudited pro forma results have been adjusted to reflect
            the amortization of goodwill generated by the acquisitions, over a
            5-year period, and additional interest expense.

                                      F-23

<PAGE>
                  -----------------------------------------------------
        NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITY
OTHER THAN THE UNITS OFFERED BY THIS PROSPECTUS, OR AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY THE UNITS OR FROM ANY PERSON IN ANY JURISDICTION
IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF
THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE BUSINESS OR AFFAIRS
OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION IN THIS PROSPECTUS
IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.

                                                TABLE OF CONTENTS

                                              PAGE

Prospectus Summary..........................    4
Summary of Financial Information............    9
Risk Factors................................   10
Price Range of Securities...................   15
Capitalization..............................   16
Dividend Policy.............................   16
Use of Proceeds.............................   16
Selected Financial Data.....................   18
Management's Discussion and Analysis
    of Financial Condition and Results
    of Operations...........................   19
Business....................................   23
Management..................................   30
Principal Stockholders......................   34
Certain Transactions........................   35
Description of Securities...................   36
Shares Eligible for Future Sale.............   39
Underwriting................................   39
Legal Matters...............................   41
Experts.....................................   41
Index to Financial Statements...............  F-1

   UNTIL __________, 1998 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL
DEALERS EFFECTING TRANSACTIONS IN THE REGISTERED SECURITIES, WHETHER OR NOT
PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN
ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.

- -------------------------------------------------------------------------------












                             1,000,000 UNITS

                                 EUROWEB
                           INTERNATIONAL CORP.

                               PROSPECTUS

                           ------------------





                            ____________ 1998

                                                         



                                                         


<PAGE>



                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the General Corporation Law of the State of Delaware
("DGCL") provides, in general, that a corporation incorporated under the laws of
the State of Delaware, such as registrant, may indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding (other than a derivative action by or in
the right of the corporation) by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another enterprise, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding if such person acted
in good faith and in a manner such person reasonable believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe such director,
officer, employee or agent of the corporation person's conduct was unlawful. In
the case of a derivative action, a Delaware corporation may indemnify any such
person against expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection with the defense or settlement of such
action or suit if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery of the State of Delaware or any other court in which such action was
brought determines such person is fairly and reasonably entitled to indemnity
for such expenses. Section 10 of the Company's Certificate of Incorporation, and
Article X of the Company's By-laws provide that the Company shall indemnify its
officers, directors, employees and agents to the extent permitted by the DGCL.
In addition, Section 9 of the company's Certificate of Incorporation provides,
in general, that no director of the Company shall be personally liable to the
Company or its stockholders for monetary damages for beach of fiduciary duty as
a director, except for liability (i) for any breach of the director's duty of
loyalty to the Company or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the DGCL (which provides that under certain
circumstances, directors may be jointly and severally liable for willful or
negligent violations of the DGCL provisions regarding the payment of dividends
or stock repurchases or redemptions), or (iv) for any transaction from which the
director derived an improper personal benefit.

ITEM 25.   OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

     The expenses of the registrant, other than underwriting discounts and
commissions, to be incurred in connection with the issuance and distribution of
the securities being registered hereby are estimated to be as follows:
<TABLE>
<CAPTION>

<S>                                                                                      <C>  
     Securities and Exchange Commission Registration Fee...........................      3,950
     NASD registration fee.........................................................      1,839
     The NASDAQ SMALL-CAP Market listing fee.......................................      1,000
     Printing and engraving expenses*..............................................     20,000
     Accounting fees and expenses*.................................................     25,000
     Legal Fees and expenses*......................................................    100,000
     Blue Sky fees and expenses*...................................................     50,000
     Underwriters' Expense Allowance...............................................    180,000
     Transfer agent fees and expenses*.............................................      3,000
     Miscellaneous*................................................................     15,211
                                                                                      --------
     Total*........................................................................    400,000
                                                                                       =======
*   Estimated
</TABLE>

                                      II-1


<PAGE>



ITEM 26.   RECENT SALES OF UNREGISTERED SECURITIES.

         During the past three years, the Registrant has sold securities to a
limited number of persons, as described below. Except as indicated, there were
no underwriters involved in the transactions and there were no underwriting
discounts or commissions paid in connection therewith. The purchasers of
securities in each such transaction represented their intention to acquire the
securities for investment only and not with a view to or for sale in connection
with any distribution thereof and appropriate legends were affixed to the
certificates for the securities issued in such transactions. All purchasers of
securities in each such transaction had adequate access to information about the
Registrant.

         (1) In October 1996, Registrant sold to 7 persons an aggregate of 22
units (the "Units"), each Unit consisting of 25,000 shares of Common Stock
(aggregate 550,000) and 25,000 five year Common Stock Purchase Warrants
(aggregate 555,000) exercisable at $2 per share (reduced to $1.25 per share on
June 27, 1997) for a purchase price of $50,000 per Unit, or an aggregate of
$1,100,000. In connection with the financing, the Registrant paid a selling
commission of $100,000 to an unaffiliated finder. Each of the purchasers signed
a letter indicating an agreement to hold the shares for investment. The issuance
of such securities was exempt from registration under the Securities Act of 1933
pursuant to Section 4(2) thereof and Regulation D promulgated thereunder. The
names of the persons purchasing units pursuant to the private placement are as
follows:
<TABLE>
<CAPTION>

                                                                            Number of         Number of            Amount

NAME                                                                        SHARES            WARRANTS            PAID
- ----                                                                     ------------       -----------       --------
<S>                                                                            <C>               <C>             <C>     
Mr. Steve Altman...............................................                50,000            50,000          $100,000
Mr. Kenneth S. Grossman........................................                25,000            25,000           $50,000
Mr. Edward S. Gutman...........................................                50,000            50,000          $100,000
Hudson Investment Partners.....................................                25,000            25,000           $50,000
Mr. Augustus La Rocca and Mr. Joseph La Rocca..................               250,000           250,000          $500,000
Mr. Joel Stuart................................................                50,000            50,000          $100,000
Mr. George Szakacs.............................................               100,000           100,000          $200,000
</TABLE>


                  (2) From November 1996 to March 1997, the Registrant sold
$1,642,500 of two year 10% convertible debentures to 11 foreign investors
outside the United States pursuant to Regulation S. The notes were convertible
into shares of Common Stock at a discount of 50% from the average closing bid
price of the shares on NASDAQ for the 5 day period prior to the date of the
Notice of Conversion. Prior to the date of this prospectus, all of the notes had
been converted into 3,034,460 shares of Common Stock of the Company. Sales of
these notes were effected in Europe through an unaffiliated finder who received
a 10% commission. Each of the purchasers signed a letter indicating an agreement
to hold the shares for investment. The issuance of these securities were
considered exempt from registration under Section 4(2) of the Securities Act of
1933, and the Regulation S promulgated thereunder. The names of the investors
and the number of shares purchase and the amounts paid are as follows:

                                      II-2


<PAGE>


<TABLE>
<CAPTION>

                                              Amount of
                                                 Note            Shares Received
              COMPANY NAME                        $              On Conversion*
              ------------                       ---             --------------
<S>                                                 <C>                      <C>    
Dreyton Investment Ltd.                             125,000                  217,955
First National Funding Corp.                        435,000                  832,861
(Montreal)

R. Wagli & Cie A.G.                                 245,000                  351,714
Consult SL                                          130,000                  221,239
Beresford Overseas Corp.                            130,000                  162,512
West Ventures Ltd.                                   17,500                   18,667
Intergalatic Growth Fund, Inc.                      150,000                  265,566
Mutual Indemnity                                    200,000                  438,333
Contiglia Ltd.                                       40,000                  114,285
First National Fund Corp.                           100,000                  207,109
(Bahamas)

T.L.T. Investments Ltd                               70,000                  204,219
                                                -----------               ----------

TOTAL                                            $1,642,500                3,034,460
                                                  =========                =========
- ----------------
</TABLE>

 ITEM 27.         EXHIBITS

A.  Exhibits* (numbers below reference Regulations S-B)

     (1)     (a)    Revised Form of Agreement Among Underwriters, Underwriting 
                    Agreement, and Selected Dealer Agreement(7)

     (3)     (a)    Certificate of Incorporation filed November 9, 1992(1)
             (b)    Amendment to Certificate of Incorporation filed July 9, 1997
             (c)    By-laws(1)
             (d)    Proposed Certificate of Designation Relating to the Series
                    A Convertible Preferred Stock(7) 
     (4)     (a)    Form of Common Stock Certificate(1)
             (b)    Form of Underwriters' Warrants to be sold to Underwriters(1)
             (c)    Placement Agreement between Registrant and J.W. Barclay & 
                    Co., Inc. and  form of Placement Agent Warrants issued in 
                    connection with private placement financing(1)
             (d)    Form of 10% Convertible Debenture used in connection with
                    private placement financing pursuant to Regulation S(3)
             (e)    Form of Common Stock Purchase Warrant in connection with
                    private placement financing under Section 506 of Regulation
                    D(3)
             (f)    Revised Form of Warrant Agreement including Form of Common
                    Stock Purchase Warrant Certificate(7)
             (g)    Form of Series A Preferred Stock Certificate(7)
             (h)    Revised Form of Underwriter's Unit Warrant(7)
             (i)    Form of Unit Certificate(7)
             (j)    Form of Common Stock Purchase Warrant Certificate(7)
     (5)     (a)    Opinion of Cohen & Cohen as to legality of shares being 
                    offered(7)
     (10)    (a)    Consulting agreement between Registrant and Klenner
                    Securities Ltd.(1)
             (b)    Consulting agreement between Registrant and
                    Robert Genova(1)
             (c)    Consulting agreement between Registrant and Laszlo
                    Modransky(1)
             (d)    1993 Incentive Stock Option Plan(1)
             (e)    Sharing agreement for space and facilities between
                    Registrant and Hungarian Telephone and Cable Corp.(1)
             (f)    Articles of Association (in English) of Teleconstruct
                    Building Corp.(1)
             (g)    Articles of Association (in English) of Termolang
                    Engineering and Construction Ltd.(1) 
             (h)    Letter of intent between Teleconstruct Building Corp.
                    and Pilistav(1)
             (i)    Employment agreement between Registrant and Robert
                    Genova(2) and termination agreement dated
                    February 5, 1997(3)

                                      II-3


<PAGE>



             (j)    Employment agreement between Registrant and Peter E.
                    Klenner(2) and termination agreement dated October 30, 1996,
                    and agreement for sale of condominium unit to M&A(3)

             (k)    Employment agreement between Registrant and 
                    Frank R. Cohen(2) and modifications of
                    employment agreement(3)

             (1)    Letter of Intent agreement between Registrant and Raba-Com
                    Rt.(3)
             (m)    Letter of Intent agreement between Registrant and
                    Kelet-Nograd Rt.(3)
             (n)    Letter of Intent agreement between Registrant and 3 Pilistav
                    villages for installation of cable in those areas(3)
             (o)    Lease agreement between Registrant's subsidiary EUNET Kft.
                    and Varosmajor Passage, Kft. for office space(3)
             (p)    Acquisition agreement between Registrant and KFKI Computer 
                    Systems Corp. dated December 13, 1996(3)
             (q)    Acquisition agreement between Registrant and E-Net Hungary
                    (3)
             (r)    Acquisition agreement between Registrant and MS Telecom
                    Rt.(3)
             (s)    Employment Agreement between Registrant and Imre Kovats(3)
             (t)    Employment Agreement between Registrant and Csaba Toro(3)
             (u)    Promissory Note from Registrant to HBC(3)
             (v)    Communication Services Agreement between Registrant and
                    MCI Global Resources, Inc.(4)
             (w)    Lease and Option Agreement for Building B as of April 1, 
                    1998 with Hafisa Kft.(5)
             (x)    License Agreement between GRIC Communications, Inc. and
                    EuroWeb Internet Service Provider Co.(5)
             (y)    Consulting Agreement between Registrant and Eurus Capital 
                    Corporation and Rescission Agreement(7)
             (z)    Financial Consulting Agreement between Registrant and J.W.
                    Barclay & Co., Inc.(7) (aa) Mergers and Acquisitions
                    Agreement between Registrant and J.W. Barclay(7)
     (21)           Subsidiaries of the Registrant(7)
     (23)    (a)    Consent of Cohen & Cohen (included in their opinion to be
                    filed as Exhibit 5(a)
             (b)    Consent of BDO Seidman
     (25)           Power of Attorney (included on signature page)

- ----------------
     (1)     All Exhibits are incorporated by reference to Registrant's 
             Registration Statement on Form SB-2 dated May 12, 1993
             (Registration No. 33-62672-NY, as amended)
     (2)     Filed with Form 8-K as of February 17, 1994
     (3)     Filed with Form l0-KSB for year ended December 31, 1996 
     (4)     Filed with Form 10-QSB for quarter ended September 30, 1997.
     (5)     Filed with Form 10-KSB for year ended
             December 31, 1997
     (6)     Filed with Registration Statement 333-52841 (7) Filed
             herewith

- ----------------------

ITEM 28.       UNDERTAKINGS

The undersigned registrant hereby undertakes:

               (1) To file, during any period in which it offers or sells
    securities, a post-effective amendment to this registration statement:

                    (i) to include any Prospectus required by Section 10(a)(3)
                    of the Securities Act; (ii) to reflect in the Prospectus any
                    facts or events which individually or together, represent a

                         fundamental change in the information in the
                    registration statement; and (iii)to include any additional
                    or changed material on the plan of distribution.

               (2) That, for determining any liability under the Securities Act,
    it will treat each post-effective amendment as a new registration statement
    of the securities offered, and the offering of the securities at that time
    to be the initial bona fide offering;

                                      II-4


<PAGE>



               (3) File a post-effective amendment to remove from registration
    any of the securities that remain unsold at the end of the Offering.

         The undersigned Registrant hereby undertakes to provide to the
underwriters at the closing specified in the underwriting agreement certificates
in such denominations and registered in such names as required by the
underwriters to permit prompt delivery to each purchaser.

         The undersigned registrant hereby undertakes that:

         1) For determining any liability under the Securities Act it will treat
    the information omitted from the form of Prospectus filed as part of this
    registration statement in reliance upon Rule 430A and contained in a form of
    Prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
    497(h) under the Securities Act as part of this registration statement as of
    the time it was declared effective.

         2) For determining any liability under the Securities Act, it will
    treat each post-effective amendment that contains a form of Prospectus as to
    be a new registration statement relating to the securities offered therein,
    and the offering of such securities at that time as the initial bona fide
    offering of these securities.

    Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      II-5


<PAGE>





                                   SIGNATURES

     In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form SB-2, and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of New
York, State of New York, on July 13, 1998.

                                     EUROWEB INTERNATIONAL CORP.



                                 By: /s/Frank R. Cohen
                                     ----------------------------------------
                                     Frank R. Cohen, Chairman of the Board

     Each of the undersigned does hereby appoint Robert Genova and Frank R.
Cohen and, each of them severally, its or his true and lawful attorneys to
execute on behalf of the undersigned any and all amendments (including
post-effective amendments) to this Registration Statement and to file the same
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission. Each of such attorneys shall have the power
to act hereunder with or without the other.

     In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed below by the following persons in the
capacities and on the dates stated:

     SIGNATURE                              TITLE                     DATE
     ---------                              -----                     -----


/S/FRANK R. COHEN                       Chairman of the Board,   July 13, 1998
- -----------------                       President, Executive 
Frank R. Cohen                          Officer
                                        

/S/ROBERT GENOVA                        Director, Treasurer,      July 13, 1998
- ----------------                        Principal Accounting
Robert Genova                           Officer


/S/RICHARD G. MARESCA                   Director                  July 13, 1998
- --------------------
Richard G. Maresca


/S/DONALD K. ROBERTON                   Director                  July 13, 1998
- ---------------------
Donald K. Roberton


/S/HERSHEL KRASNOW      m                Director                  July 13, 1998
- -------------------
Hershel Krasnow

                                      II-6



      
                                                            Exhibit 1(a)
                           1,000,000 UNITS

                           EUROWEB INTERNATIONAL CORP.

                            (EACH UNIT CONSISTING OF

     ONE SHARE OF SERIES A CONVERTIBLE CUMULATIVE REDEEMABLE PREFERRED STOCK
                     AND TWO COMMON STOCK PURCHASE WARRANTS)

                          AGREEMENT AMONG UNDERWRITERS

                                            Dated:                    , 1998

J.W. Barclay & Co., Inc.

 as Representative of the Several Underwriters
1 Battery Park Plaza

New York, New York  10004

Dear Sirs:

     We confirm our agreement with you as follows for the purchase by you and
the other several Underwriter hereinafter referred to, including ourselves, of
1,000,000 Units, each Unit consisting of one share of Series A Convertible
Cumulative Redeemable Preferred Stock and two Common Stock Purchase Warrants,
(the "Units") plus the option to purchase up to an aggregate of 150,000
additional Units of Euroweb International Corp., a Delaware corporation, (the
"Company"). The Units are to be purchased from the Company pursuant to an
underwriting agreement, the form of which is annexed hereto (the "Underwriting
Agreement"), the number of Units to be purchased by us severally being indicated
on Schedule A to the Underwriting Agreement. The Units are to be offered to the
public, and such offering will be made under a registration statement and
prospectus relating thereto filed by the Company with the Securities and
Exchange Commission under the Securities Act of 1933 (the "Act"), copies of
which, together with amendments thereto, we have received. The registration
statement in the form in which it becomes effective and the prospectus, as then
amended, are hereinafter respectively referred to as the "Registration
Statement" and the "Prospectus".

     1. AUTHORITY OF MANAGING UNDERWRITER. We hereby authorize you, on our
behalf, and as our agent and representative (in that capacity sometimes herein
called the "Managing Underwriter" or "Representative"), to execute and deliver
the Underwriting Agreement substantially in the form attached hereto, to act in
our behalf in carrying it out and to take such action and make such
determinations as you may deem advisable under and with respect thereto,
including agreement to any non-material modification thereto (but not
modifications as to price and number of Units to be purchased by us).

     2. PAYMENT AND DELIVERY. The purchase price of the Units to be purchased by
us shall be $5.40 per Unit, and on the Closing Date we will pay you the amount
so due plus an additional amount equal to $______ per Unit purchased by us, as
compensation for your services as Managing


<PAGE>



Underwriter. You shall give us at least 24 hours' notice of the Closing Date and
the place thereof pursuant to the Underwriting Agreement. We will deliver, at or
before 9:00 A.M., New York City time, on the day fixed as such Closing Date, to
you at the office of the Representative, or at such other place or time as
instructed by you, certified or bank cashier's checks, payable to the order of
the Representative, in New York Clearing House funds, for the price of the Units
which we have agreed to purchase and for the aforesaid fee. Upon receipt of such
payment, you will make payment to the order of the Company, for our account, of
the purchase price of such Units against delivery thereof to you for our
account. You shall thereupon deliver to us the Units purchased by us, less such
amounts thereof as shall have been reserved for offering to Selected Dealers if
a selling group is formed. In the event we do not pay you the purchase price in
the amount and at the time stated above, you may either treat our failure to do
so as a default on our part or, at your election, pay the purchase price to the
Company on our behalf and charge us with the amount thereof, with interest,
withholding delivery of the Units for our account until such purchase price and
interest are received by you.

     3. EXPENSES. You shall charge our account with: (i) all transfer taxes, if
any, and other charges on purchases, sales or transfers for our account; and
(ii) our proportionate share (based upon the number of Units we agree to
purchase) of all other expenses which are not paid by the Company, including,
but not limited to, advertising costs and legal fees and disbursements of
counsel for the Underwriters, incurred by you under the terms of this Agreement
or in connection with the purchase, carrying and sale of the Units, including
the expenses chargeable to and caused by any defaulting Underwriter hereunder.
Funds of the Underwriters in your hands, as Managing Underwriter, may be held in
your general funds without accountability for interest.

     4. PUBLIC OFFERING. The initial public offering of the Units, which shall
be made as set forth in the Prospectus, may be made on the date on which the
Registration Statement becomes effective or as soon thereafter as in your
judgment shall be practicable. The initial public offering price for the Units
shall be as shown on the cover page of the Prospectus. We authorize you to
determine the form of any advertisement of the Units and the form of agreements,
if any, with dealers. We also authorize you to manage any such public offering
and to act as manager under agreements with dealers.

     We authorize you to reserve for sale, sell and deliver, on our behalf and
for our account, to dealers (who may include any Underwriter) selected by you
(herein sometimes referred to as the "Selected Dealers"), who are members of the
National Association of Securities Dealers, Inc. (the "NASD") or to foreign
banks, dealers and institutions not registered under the Securities Exchange Act
of 1934, as amended, (the "Exchange Act") which agree to make no sales within
the United States, its territories or possessions or to persons who are citizens
thereof or residents therein, and in making sales to comply with the NASD's
Interpretation With Respect to Free Riding and Withholding, and to such persons
other than dealers as you shall select, such number of Units purchased by us
from the Company as you shall determine. Such reservations and sales to Selected
Dealers and other persons for the respective accounts of the several
Underwriters shall be made as you may determine. The concessions to be allowed
to Selected Dealers and by them

                                        2


<PAGE>



to be reallowed to others are specified in the form of Selected Dealer Agreement
annexed hereto. If no Selected Dealer Agreement is entered into, we hereby
authorize you to allow concessions not exceeding $_____ per Unit (no part of
which may be reallowed) to any other dealer who is a member of the National
Association of Securities Dealers, Inc. or is a foreign dealer. The concessions
and reallowances may be allowed only to dealers who are members in good standing
of said Association, or foreign banks, dealers or institutions not eligible for
membership in said Association who agree to make no sales within the United
States, its territories or possessions or to persons who are citizens thereof or
residents therein, and in making other sales, to comply with said Associations'
Interpretation With Respect to Free-Riding and Withholding. Sales to others than
such members or such foreign banks, dealers or institutions will be made at the
public offering prices.

     You shall advise us promptly on the public offering date of the number of
Units purchased by us which you have not reserved for sale to dealers or other
persons. We will retain for direct sale all of such Units and, at any time prior
to the termination of this Agreement, you may reserve for sale to dealers and
other persons additional Units retained by us and remaining unsold.

     We agree that whether or not any Selected Dealer Agreement with Selected
Dealers is entered into we shall be governed by the provisions of the attached
form of Selected Dealer Agreement (except as otherwise expressly provided
herein) during the term hereof, whether or not we are a Selected Dealer.

     Upon our request you may from time to time, in your discretion, release to
us for direct sale any Units reserved by you for sale to Selected Dealers and
other persons on our behalf and not then sold, and any Units so released shall
not thereafter be deemed reserved.

     If prior to, or within seven days after, the termination of this Agreement
any Units sold by us (other than Units sold by you as Managing Underwriter for
the account of an Underwriter pursuant to this Agreement or any Selected Dealer
Agreement) shall be purchased by the Managing Underwriter or by any Underwriter
through the Managing Underwriter in the open market, then any of such Units
shall be repurchased by us at a price equal to the total cost thereof including
commissions and transfer taxes, if any, on redelivery. The Units delivered on
such repurchase need not be the identical Units originally so purchased. In lieu
of the repurchase of such Units you may, at your option (a) charge us an amount
equal to the difference between the public offering prices and the cost prices
to Selected Dealers of the Units so purchased, and any broker's commissions paid
in connection with such purchase, or (b) sell for our account the Units so
purchased, publicly or privately without notice at such prices and upon such
terms and to such purchasers, including any of the several Underwriters, as you
may determine, charging us the amount of any loss and expense or crediting to us
the amount of any profit, less any expense, resulting from such sale.

     5. SALE OF UNITS BY UNDERWRITERS TO MANAGING UNDERWRITER. We will advise
you, from time to time upon request, of the number of Units retained by or
released to us for direct sale which then remain unsold and until the
termination of this Agreement we will, upon your request, sell to you,

                                        3


<PAGE>



in order to enable you to consummate sales or cover over-allotments, such number
of such unsold Units as you may specify, at such price as you may designate, but
not less than the purchase prices paid to the Company therefor.

     6. TRANSACTIONS IN UNITS BY UNDERWRITERS. We agree that until termination
of this Agreement and the Selected Dealer Agreements, we will not buy or sell
for our account any of the Units or outstanding shares of Common Stock of the
Company except as permitted in this Agreement and the Selected Dealer Agreement
or as a broker pursuant to unsolicited orders, provided, however, that, subject
to the approval of the Managing Underwriter, any Underwriter may buy Units from,
or sell Units to, any other Underwriter at the public offering price, less all
or any part of a concession of $______ per Unit, and may buy from, and sell the
same to, any Selected Dealer at the public offering price less all or any part
of any concession to Selected Dealers in the amount specified in the form of
Selected Dealer Agreement.

     7. LOANS AND ADVANCES. We authorize you to arrange such loans for our
account, or to make such advances of your funds on our behalf, as you may deem
necessary or advisable in connection with the purchase, delivery or carrying of
any of the Units (and as may be permitted by law), and to pledge or hold as
security therefor all or any part of the Units which we shall have purchased or
agreed to purchase from the Company. We shall be paid or credited with the
proceeds of all loans made for our account.

     You may, and at our request will, deliver to us from time to time on or
after the Closing Date and prior to the termination of this Agreement, for
carrying purposes only, any Units purchased by us which have been reserved for
sale for our account but not sold and paid for. We will redeliver to you any
Units so delivered to us for carrying purposes at such time or times prior to
such termination as you may demand.

     8. STABILIZATION. We authorize you, in your discretion, during the term of
this Agreement, and for our account (a) to buy and sell Units in the open market
or otherwise, for long or short account, in such amounts and on such terms and
at such prices as you may determine, provided that, during the term of this
Agreement and the Selected Dealer Agreement, any such sales of Units shall be
made at the public offering prices or, in the case of sales of Units to a
Selected Dealer or one of the Underwriters, at the public offering price less
the concession applicable thereto under Section 6 above, or any part of such
concession, and (b) in arranging for sales of Units to Selected Dealers, to
over-allot and to cover such over-allotments; it being understood that such
purchases and sales and over-allotments shall be as nearly as practicable in the
proportions in which the respective Underwriters have agreed to purchase the
Units, and that at no time shall our net position, for either long or short
account including such over-allotments, exceed 15% of the Units which we have
agreed to purchase under the Underwriting Agreement. Upon your demand, we will
pay you the cost of any Units purchased for our account and will deliver to you
any Units sold or over-allotted for our account.

                                        4


<PAGE>



     We authorize you to file on our behalf with the Securities and Exchange
Commission any reports required in connection with any transaction pursuant to
this Section 8. You shall notify us promptly if you effect such transactions.

     9. TERMINATION AND SETTLEMENT. Unless earlier terminated by you, this
Agreement shall terminate at the close of business on the 30th day after the
initial public offering unless extended by you for an additional period or
periods not exceeding an aggregate of 30 additional days. You may extend this
Agreement for such period or periods and may terminate this Agreement at any
time without prior notice.

     As soon as practicable after any such termination, any Units held by you
for our account or reserved by you for sale to dealers and other persons but not
sold and paid for, shall be delivered to us and our net credit or debit balance,
taking into account our share of known expenses and charges and any necessary
reserve for additional expenses, shall be received from or paid to you.

     Notwithstanding any settlement under this Agreement, we agree to pay our
proportion (based on the number of Units we agree to purchase from the Company)
of the amount of any claim, demand or liability which may be asserted against
and discharged by the Underwriters, or any of them, based on the claim that the
Underwriters constitute an association, unincorporated business or other
separate entity, and also to pay a like proportion of any transfer taxes which
may be assessed after such settlement and a like proportion of the expenses
incurred by the Underwriters, or any of them, and approved by you in contesting
any such claim, demand, liability or tax.

     10. DEFAULTING UNDERWRITERS. In the event of failure of any Underwriter to
perform its obligation to take up and pay for the Units which it has agreed to
purchase, you shall have the right to arrange for other persons, who may include
yourselves, to take up and pay for such Units. In the event that such
arrangements are made, the proportions of the Units then to be purchased by the
other Underwriters and by such other person or persons, if any, shall be taken
as the basis for all rights and obligations hereunder, but this shall not in any
way affect the liability of any defaulting Underwriters to the other
Underwriters for damages resulting from such default, nor shall default in any
way relieve any other Underwriter of any of its obligations hereunder or under
the Underwriting Agreement, except as therein provided.

     11. POSITION OF MANAGING UNDERWRITER. Except as herein otherwise expressly
provided, you shall have full authority to take such action as you may deem
necessary or advisable in respect of all matters pertaining to the Underwriting
Agreement and this Agreement, and the purchase, sale and distribution of the
Units, but you shall be under no liability to us except for want of good faith
and for obligations assumed by you hereunder and except for any liabilities
under the Act. No obligation not expressly assumed by you in this Agreement
shall be implied herefrom.

     12. INDEMNITY. (a) We agree, and each of the several Underwriters
(including yourselves) shall agree, to indemnify, defend and hold harmless each
other Underwriter and each person who controls any other Underwriter within the
meaning of Section 15 of the Act, to the extent and upon the terms

                                        5


<PAGE>



that each Underwriter agrees to indemnify and hold harmless the Company as set
forth in Section 6 of the Underwriting Agreement.

     (b) We will pay, upon your request, our proportionate share, based upon our
underwriting obligation, of any losses, damages, liabilities or expenses, joint
or several, paid or incurred by any Underwriter to any person other than an
Underwriter, arising out of or based upon any untrue statement or alleged untrue
statement of any material fact contained in the Registration Statement, the
Prospectus, any amendments or supplements thereto or any preliminary prospectus
or any selling or advertising material approved by you for use by the
Underwriters in connection with the sale of the Units, or the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading (other than an untrue
statement or alleged untrue statement or omission or alleged omission made in
reliance upon and in conformity with written information furnished to the
Company by an Underwriter specifically for use therein) and such proportionate
share of any legal or other expenses reasonably incurred by you or with your
consent in connection with investigating or defending any claim or action in
respect of such loss, damage, liability or expense. In determining the amount of
our obligation under this Section 12(b), appropriate adjustment may be made by
you to reflect any amounts received from the Company by any one or more
Underwriters in respect of such claim pursuant to Section 6 or Section 7 of the
Underwriting Agreement or otherwise. There shall be credited against any amount
paid or payable by us pursuant to this Section 12(b) any loss, damage, liability
or expense which is incurred by us as a result of any such claim asserted
against us, and if such loss, damage, liability or expense is incurred by us
subsequent to any payment by us pursuant to this Section 12(b), appropriate
provision shall be made to effect such credit, by refund or otherwise. If any
such claim is asserted, you may take such action in connection therewith as you
deem necessary or desirable, including retention of counsel for the Underwriters
and in your discretion separate counsel for any particular Underwriter or groups
of Underwriters. In determining amounts payable pursuant to this Section 12(b)
any loss, damage, liability or expense incurred by any person controlling any
Underwriter within the meaning of Section 15 of the Act which has been incurred
by reason of such control relationship shall be deemed to have been incurred by
such Underwriter. Any Underwriter may elect to retain at its own expense its own
counsel. You may settle or consent to the settlement of any such claim with the
approval of a majority in interest of the Underwriters on advice of counsel
retained by you. Whenever you receive notice of the assertion of any claim to
which the provisions of this Section 12(b) would be applicable, you will give
prompt notice thereof to each Underwriter. You will also furnish each
Underwriter with periodic reports, at such times as you deem appropriate, as to
the status of such claim and the action taken by you in connection therewith. If
any Underwriter or Underwriters default in their obligation to make any payments
under this Section 12(b), each non-defaulting Underwriter shall be obligated to
pay its proportionate share of all defaulted payments, based upon such
Underwriter's underwriting obligation as related to the underwriting obligations
of all non-defaulting Underwriters. Nothing herein shall relieve a defaulting
Underwriter from liability for its default.

     (c) The indemnity agreement in this Section shall survive the termination
of this Agreement.

                                        6


<PAGE>



     13. CONFIRMATION OF UNDERWRITERS. We confirm that we have examined the
Registration Statement and the amendments thereto referred to in the
Underwriting Agreement, that we are familiar with the proposed final amendment
thereto (including the proposed final form of prospectus), that we are willing
to accept the responsibilities of an underwriter under the Act in respect of the
Registration Statement and are willing to proceed with the public offering of
the Units in the manner contemplated, and that the form of the Selected Dealer
Agreement employed by you in connection with this offering is satisfactory to
us. We further confirm that the information relating to us in such proposed
final form of prospectus and the statements therein as to the terms of the
offering of the Units under the heading "Underwriting" of the Registration
Statement insofar as they relate to us are correct, and we authorize you, as our
Managing Underwriter, so to advise the Company. We further confirm that (a) we
are members in good standing of the NASD, or (b) we are a foreign bank, dealer
or institution not registered under the Exchange Act and we agree (i) that in
making sales of the Units outside the United States we will comply with the
requirements of the NASD's Interpretation With Respect to Free Riding and
Withholding and (ii) that we will not offer or sell any of the Units within the
United States, its territories or possessions or to persons who are citizens
thereof or residents therein, and (c) we have the ratio of net capital to
aggregate indebtedness, including the indebtedness represented by our obligation
under this Agreement and under the Underwriting Agreement, required by Rule
15c3-1 promulgated by the Commission pursuant to the provisions of Section
15(c)(3) of the Exchange Act. We know of no engineering, management or similar
report or memorandum relating to the Company prepared within the last year in
connection with the offering by or for the Company, a controlling person of the
Company or any Underwriter which has not been filed with the Commission. We also
confirm that copies of the latest preliminary prospectus with respect to the
Units have been mailed, at least two days prior to the date hereof, to all
persons to whom it is presently expected we will sell Units and that, if we
expect to mail a confirmation of any such sale to any person by air mail, said
preliminary prospectus has been sent to such person by air mail. In response to
Securities Act Release No. 5398, we agree that we will not sell more than two
(2%) percent of the Units purchased by us hereunder to accounts over which we
exercise discretionary authority. We, and any affiliate of ours engaged in the
retail distribution of securities which is used by us in connection with the
offering of the Units, will comply with the applicable provisions of the
Selected Dealer Agreement. We will not sell any Units at prices less than the
Offering Prices except to persons who have entered into, or agreed to enter
into, the Selected Dealer Agreement. For a period of twenty-five (25) days after
the effectiveness of the Registration Statement, or until completion of the
public offering of the Units, whichever is later, we will provide a copy of the
Prospectus to any person making a written request therefor.

     14. MISCELLANEOUS. Nothing herein contained shall constitute the several
Underwriters an association, or any Underwriters partners with you or us, or
with each other, or render any Underwriter liable for the obligations of any
other Underwriter; and the rights and liabilities of ourselves and of each of
the Underwriters shall be several and not joint.

     The Units purchased by us pursuant to the Underwriting Agreement shall
remain our property until sold, and no title to any such Units shall pass to you
by virtue of any of the provisions of this Agreement.

                                        7


<PAGE>




     Default by any one or more Underwriters in respect of their several
obligations shall not release us or any other Underwriter from any obligations
hereunder.

     You shall not have any responsibility with respect to the right of any
Underwriter or other person to sell the Units in any jurisdiction,
notwithstanding any information you may furnish in that connection. We authorize
you to file with the New York authorities, as syndicate manager, a Further State
Notice relating to the Units if required.

     The section headings in this Agreement have been inserted as a matter of
convenience of reference and are not a part of this Agreement.

     This Agreement shall be governed by, and construed and enforced in
accordance with, the internal laws of the State of New York, and we hereby
consent and shall submit to the jurisdiction of the courts of the State of New
York and of any federal court sitting in the City of New York with respect to
controversies arising under this Agreement.

     15. NOTICES. Any notice from you to us shall be deemed to have been duly
given if mailed, telephoned, telegraphed or delivered to us at our address set
forth after on Schedule A to the attached Underwriting Agreement.

     16. EXECUTION OF AGREEMENT. This Agreement has been executed by us and is
delivered to you in duplicate. Your confirmation hereof shall constitute this
Agreement a valid and binding contract between you and us and each party to a
similarly confirmed agreement substantially identical herewith, and this and
such other agreements shall constitute the Agreement Among Underwriters.

                                    Very truly yours,

                                    By:_________________________________
                                       Attorney-in-fact for each of the
                                       several Underwriters named in
                                       Schedule A of the attached
                                       Underwriting Agreement


Confirmed as of the date first above written:

J.W. BARCLAY & CO., INC.

By:___________________________

                                        8




                                                  Exhibit 1(a)


                                 1,000,000 UNITS

                           EUROWEB INTERNATIONAL CORP.

                            (EACH UNIT CONSISTING OF

     ONE SHARE OF SERIES A CONVERTIBLE CUMULATIVE REDEEMABLE PREFERRED STOCK
                     AND TWO COMMON STOCK PURCHASE WARRANTS)

                             UNDERWRITING AGREEMENT

                                           Dated:                    , 1998

J.W. Barclay & Co., Inc.

 as Representative of the Several Underwriters
One Battery Park Plaza

New York, New York  10004

Dear Sirs:

     The undersigned, EuroWeb International Corp., a Delaware corporation (the
"Company"), hereby confirms its agreement with J.W. Barclay & Co., Inc.
(sometimes the "Representative" or "you") and the several Underwriters named in
Schedule A hereto (the "Underwriters") as follows:

     1. DESCRIPTION OF UNITS. The Company has authorized by appropriate
corporate action, and proposes to issue and sell to the Underwriters, 1,000,000
Units (the "Units"), each Unit consisting of one share of Series A Convertible
Cumulative Redeemable Preferred Stock (the "Shares") and two Common Stock
Purchase Warrants, (the "Warrants"). An additional 150,000 Units have been
authorized to cover over-allotments as provided in Section 3 below. The Units,
Series A Convertible Cumulative Redeemable Preferred Stock and Common Stock
Purchase Warrants are more fully described in the Registration Statement and
Prospectus referred to hereinafter.

     2. REPRESENTATIONS AND WARRANTIES. The Company represents and warrants to,
and agrees with, you and the Underwriters that:

         (a) A registration statement on Form SB-2 with respect to the Units,
including a preliminary prospectus, copies of which have heretofore been
delivered by the Company to you, has been carefully prepared by the Company in
conformity with the requirements of the Securities Act of 1933, as amended,
(hereinafter called the "Act") and the Rules and Regulations of the Securities
and Exchange Commission (hereinafter called the "Commission") under such Act,
and has been filed with the Commission (File No. 333-52841). On or prior to the
effective date of such registration statement, one or more amendments to such
registration statement (including a final prospectus), copies of which have
heretofore been or will be delivered to you, will have been so prepared and
filed in the form delivered to you. Such registration statement (including all
exhibits thereto) as

                                        1


<PAGE>



amended as of the effective date thereof and each related preliminary prospectus
and final prospectus are herein respectively referred to as the "Registration
Statement", the "Preliminary Prospectus" and the "Prospectus".

         (b) When the Registration Statement becomes effective (the "Effective
Date") and at all times subsequent thereto up to and at the Closing Date (as
defined in Section 3 hereof) and the Additional Closing Date (as defined in
Section 3 hereof), (i) the Registration Statement and the Prospectus and any
amendments or supplements thereto will contain all statements which are required
to be stated therein by the Act and the Rules and Regulations of the Commission
thereunder and will in all respects conform to the requirements of the Act and
such Rules and Regulations, (ii) neither the Registration Statement nor the
Prospectus nor any amendment or supplement thereto will include any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading, and
(iii) all documents which are required to be filed as exhibits to the
Registration Statement will have been so filed; provided however, that the
Company makes no representations or warranties as to information contained in or
omitted from the Registration Statement or the Prospectus or any such amendment
or supplement in reliance upon and in conformity with written information
furnished to the Company by you or any Underwriter expressly for use in the
preparation thereof.

         (c) The Company and its subsidiaries have been duly incorporated and
are validly existing as corporations in good standing under the laws of their
jurisdictions of incorporation with all corpo rate and other powers and
authority necessary to carry on their businesses, and they are qualified and in
good standing in all other jurisdictions in which the nature of their business
requires such qualification, except where failure to so qualify would not have a
material adverse affect on the Company. As used herein, the term "Company" shall
mean EuroWeb International Corp. together with its subsidiary corporations
except where the context in which such term is used indicates otherwise.

         (d) The consummation of the transactions herein contemplated will not
result in a breach or violation of any of the terms or provisions of, or
constitute a default under, any indenture, mortgage, deed of trust or other
agreement or instrument to which the Company is a party or by which it or any of
its properties is bound, or of its Certificate of Incorporation, or By-laws, or
any order, rule or regulation applicable to the Company or any of its
properties, of any court or other governmental body.

         (e) The Company has full power and lawful authority to authorize, issue
and sell the Units and the Underwriters' Unit Warrants (as defined hereinafter)
on the terms and conditions herein set forth, and has taken all corporate action
necessary therefor; no consent, approval, authorization or other order of any
regulatory authority is required for such authorization, issue or sale, except
as may be required under the Act or state blue sky laws. This Agreement has been
duly authorized, executed and delivered by the Company and is a valid and
legally binding agreement of the Company enforceable in accordance with its
terms. The Warrant Agreement between the Company and American Stock Transfer &
Trust Company, to be dated the Closing Date, pursuant to which the

                                        2


<PAGE>



Warrants will be issued (the "Warrant Agreement") has been duly authorized by
the Company and, when executed and delivered by the Company and American Stock
Transfer & Trust Company, will be a valid and legally binding obligation of the
Company, enforceable in accordance with its terms.

         (f) The Units and the authorized capitalization of the Company conform
to the descriptions thereof contained in the Registration Statement and
Prospectus. The holders of the Warrants will, upon their exercise, be entitled
to purchase shares in accordance with the terms and conditions set forth in the
Warrant Agreement and the form of Warrant filed as exhibits to the Registration
Statement. The outstanding shares of capital stock are, and the shares issuable
pursuant to the public offering contemplated hereby and upon exercise of any of
the warrants referred to herein will upon such issuance be, duly authorized,
validly issued and fully paid and nonassessable, and the Company has duly
authorized and reserved for issuance upon exercise of warrants such number of
shares as are initially issuable upon such exercise. The Warrants, the
Underwriters' Unit Warrants and the warrants underlying the Underwriters' Unit
Warrants will, when issued and delivered in accordance with the provisions of
the Warrant Agreement, the Underwriters' Unit Warrants and this Agreement, be
valid and legally binding obligations of the Company enforceable in accordance
with their respective terms. There are no options, warrants, rights of
conversion, indebtedness or calls on equity of the Company other than as
disclosed in the Prospectus and Registration Statement.

         (g) Except as set forth or contemplated in the Registration Statement
and Prospectus, subsequent to the respective dates as of which information is
given in the Registration Statement and the Prospectus, the Company has not
incurred any material liabilities or obligations, direct or contingent, or
entered into any material transactions, not in the ordinary course of business,
and there has not been any material change in the capital stock or funded debt
of the Company, or any material adverse change in the condition (financial or
other) or results of operations of the Company.

         (h) The financial statements (audited and unaudited) set forth in the
Registration Statement and Prospectus fairly present the financial condition of
the Company and the results of its operations as of the dates and for the
periods therein specified; and said financial statements (including the related
notes and schedules) have been prepared in accordance with generally accepted
accounting principles which have been consistently applied throughout the
periods covered thereby. Such financial statements and the summaries thereof
included in the Registration Statement and the Prospectus conform in all
material respects to the requirements of the Rules and Regulations of the
Commission.

         (i) The accountants whose opinion or opinions is or are included in the
Registration Statement are independent public accountants within the meaning of
the Act and the Rules and Regulations of the Commission thereunder.

         (j) Except as set forth in the Prospectus, there is not pending any
action, suit or other proceeding to which the Company is a party or of which any
property of the Company is the subject, before or by any court or other
governmental body, which might result in any material adverse change in the
condition, business or prospects of the Company, or might materially adversely
affect

                                        3


<PAGE>



the assets of the Company; and except as indicated in the Prospectus, no such
proceeding is known by the Company to be threatened or contemplated.

         (k) The Company knows of no claim for services, either in the nature of
a finder's fee, brokerage fee or otherwise, with respect to the financing
contemplated hereby, whether or not heretofore satisfied, for which it or the
Underwriters, or any of them, may be responsible, other than as expressly
disclosed in the Prospectus.

         (l) The business and operations of the Company and the ownership
thereof, except as may be disclosed in the Prospectus, comply with all statutes,
ordinances, laws, rules and regulations applicable thereto, the non-compliance
with which could reasonably be expected to have a material, adverse effect on
the Company or its condition (financial or other), business, prospects, net
worth or results of operations; the Company possesses, and is operating in
compliance with the terms, provisions and conditions of, all certificates,
licenses, permits, consents, waivers, approvals, franchises and concessions
required to conduct its business as now conducted, the non-compliance with which
could reasonably be expected to have a material adverse effect on the Company or
its condition (financial or other), business, prospects, net worth or results of
operations; each such certificate, license, permit, consent, waiver, approval,
franchise and concession is valid and in full force and effect and there is no
proceeding pending or threatened (or to the best of the knowledge of the Company
and the Selling Stockholders, any basis therefor) which may lead to the
revocation, termination, suspension or nonrenewal of any such certificate,
license, permit, consent, waiver, approval, franchise or concession.

         (m) On the Effective Date of the Registration Statement and immediately
prior to the sale of the Units, the outstanding capital stock of the Company
will consist of no more than 5,406,750 shares of Common Stock, par value $.001
per share, and no shares of Preferred Stock, and there shall be no warrants or
options to purchase shares of capital stock of the Company except as set forth
in the Prospectus.

     3. PURCHASE, SALE AND DELIVERY OF UNITS. Subject to the terms and
conditions of this Agreement, and on the basis of the representations,
warranties and agreements herein contained, the Company hereby agrees to sell to
the several Underwriters, the number of Units set forth opposite their
respective names on Schedule A hereto, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Company such number of Units at
a purchase price of $5.40 per Unit.

     The Company will deliver the Units to you at your office, or such other
place as you may designate, against payment to the Company for the Units by wire
transfer or by certified or official bank check or checks payable in New York
Clearing House funds to the order of the Company. The Units so to be delivered
will be in definitive, fully registered form in such authorized denominations
and registered in such names as you request by notice to the Company given not
later than 5:00 P.M., New York City time, on the second business day next
preceding the Closing Date. The date and the time of such delivery and payment
shall be 11:00 A.M., New York City time, on ________________, 1998 (or such
other time and date as you and the Company may agree upon).

                                        4


<PAGE>



The time and date of such payment and delivery is herein sometimes referred to
as the "Closing Date".

     The Company agrees to make the Units available to you for the purpose of
expediting the checking and packaging of the Units, at the office at which they
are to be delivered, not later than 2:00 P.M., New York City time, on the
business day next preceding the Closing Date.

     The Company hereby grants to you the right, exercisable within 45 days from
the date hereof, to purchase from the Company up to 150,000 additional Units
(the "Additional Units") at a purchase price of $5.40 per Unit, for the purpose
of covering over-allotments in the sale by any of the Underwriters of the Units.
You may exercise your right to purchase Additional Units by giving written
notice of such exercise to the Company.

     Such notice shall set forth the aggregate number of Additional Units as to
which such right is being exercised, the names in which Additional Units are to
be registered, the denominations in which Additional Units are to be issued and
the date and time, as determined by you, when the Additional Units are to be
delivered (such date and time being herein sometimes referred to as the
"Additional Closing Date"); provided, however, that the Additional Closing Date
shall not be earlier than the Closing Date. The Additional Closing Date may be
on the Closing Date; if not, it shall be no earlier than the third business day
after the date on which the right shall have been exercised nor later than the
twelfth business day after the date on which the right shall have been
exercised.

     The Company will deliver the Additional Units to you at your office, or
such other place as you may designate, against payment to the Company for the
Additional Units by wire transfer or by certified or official bank check or
checks payable in New York Clearing House funds to the order of the Company. The
Additional Units so to be delivered will be in definitive, fully registered form
in such authorized denominations and registered in such names as you request by
notice to the Company given not later than 5:00 P.M., New York City time, on the
second business day next preceding the Additional Closing Date.

     The Company agrees to make the Additional Units available to you for the
purpose of expediting the checking and packaging of the Units, at the office at
which they are to be delivered, not later than 2:00 P.M., New York City time, on
the business day next preceding the Additional Closing Date.

     It is understood that the Underwriters propose to offer the Units for sale
to the public upon the terms and conditions set forth in the Registration
Statement, after the Registration Statement becomes effective.

     4. COVENANTS OF THE COMPANY. The Company further covenants and agrees with
you that:

         (a) The Company will use its best efforts to cause the Registration
Statement to become effective and will not at any time, whether before or after
the effective date, file any amendment to the Registration Statement or
supplement to the Prospectus of which you shall not previously have

                                        5


<PAGE>



been advised and furnished with a copy or to which you shall have reasonably
objected in writing or which is not in compliance with the Act, or the Rules and
Regulations of the Commission thereunder.

         (b) The Company will notify you immediately and confirm in writing (i)
when the Registration Statement and any post-effective amendment thereto becomes
effective, (ii) of the issuance of any stop order suspending the effectiveness
of the Registration Statement or of any order preventing or suspending the use
of any Preliminary Prospectus or of the Prospectus or of the initiation of any
proceedings for such purposes, and (iii) of the receipt of any comments (in
writing or orally) from the Commission in respect of the Registration Statement
or requesting the amendment, post-effective amendment or supplementation of the
Registration Statement or Prospectus or for additional information. If the
Commission shall enter a stop order or any order preventing or suspending the
use of any Preliminary Prospectus or of the Prospectus at any time, or shall
initiate any proceedings for such purposes, the Company will make every
reasonable effort to prevent the issuance of such order and, if issued, to
obtain the withdrawal thereof. The Company will provide you with copies of all
written communications received by it from the Commission and any other
regulatory agency with respect to the Registration Statement, and every
amendment and post-effective amendment thereto and copies of all replies thereto
by the Company, its counsel and its accountants.

         (c) Within the time during which a prospectus relating to the Units (or
the exercise of any Warrants) is required to be delivered under the Act, the
Company will comply so far as it is able with all requirements imposed upon it
by the Act, as now and hereafter amended, and by the Rules and Regulations of
the Commission thereunder, from time to time in force, so far as necessary to
permit the continuance of sales of or dealings in the Units (or the shares of
stock to be acquired upon the exercise of the Warrants) as contemplated by the
provisions hereof and the Prospectus; and if during such period any event occurs
as a result of which the Prospectus as then amended or supplemented would
include an untrue statement of a material fact or omit to state any material
fact necessary to make the statements therein, in the light of the circumstances
then existing, not misleading, or if during such period it is necessary to amend
or supplement the Prospectus to comply with the Act, the Company will promptly
notify you and will amend or supplement the Prospectus (in form reasonably
satisfactory to your counsel and at the expense of the Company) so as to correct
such statement or omission or effect such compliance.

         (d) The Company will cooperate with you and will take all necessary
action, and furnish to whomever you may direct such proper information, as may
be lawfully required in qualifying the Units for offering and sale under the
Units or blue sky laws of such states as you may designate, and in continuing
such qualifications in effect so long as required for the distribution of Units
by you; provided that the Company shall not be obligated to qualify as a foreign
corporation to do business under the laws of any such state, consent to general
service of process in such state or otherwise to submit to any requirements
which it reasonably deems unduly burdensome.

                                        6


<PAGE>



         (e) The Company will pay any and all fees, taxes and expenses incident
to the performance of its obligations under this Underwriting Agreement,
including expenses and taxes incident to the issuance and delivery to you of the
Units and Additional Units, if any, to be sold to the Underwriters pursuant to
Section 3 hereof; all fees and disbursements of counsel and accountants for the
Company; expenses and filing fees incident to the preparation, printing,
delivery, shipment and filing with the Commission, the National Association of
Securities Dealers, Inc., and state blue sky authorities of the Registration
Statement and all exhibits thereto and the Prospectus, and any amendments or
supplements thereto, including fees of blue sky counsel (to be designated by the
Representative and who may be counsel to the Underwriters) incident to the
qualification for sale of the Units and Additional Units, if any, under blue sky
laws. The Company will further pay you as Representative of the Underwriters for
your expenses incurred in connection with this offering, on a non-accountable
basis, an amount equal to 3% of the public offering price of the Units sold on
behalf of the Company hereunder, including any Units sold pursuant to the
overallotment option, such reimbursement and payment to be made to you on
closing, and may be deducted by you from the amount due to the Company for
purchase of the Units pursuant to Section 3 hereof. In the event that the
offering is not consummated, the Representative will be reimbursed only for its
actual, accountable, out-of-pocket expenses.

         (f) The Company will apply the net proceeds from the sale of the Units
substantially as set forth under the caption "Use of Proceeds" in the
Prospectus.

         (g) The Company will deliver to you as promptly as practicable three
signed copies of the Registration Statement and all amendments thereto,
including all exhibits therewith or incorporated therein by reference, and
signed consents, certificates and opinions of accountants and of any other
persons named in the Registration Statement as having prepared, certified or
reviewed any part thereof, and will deliver to you such number of unsigned
copies of the Registration Statement and exhibits, and of all amendments
thereto, as you may reasonably request. The Company will deliver to you or upon
your order, from time to time until the effective date of the Registration
Statement, as many copies of the Preliminary Prospectus as you may reasonably
request. The Company will deliver to you or upon your order, on the effective
date of the Registration Statement and thereafter, subject to the provisions of
Section 4(a)(iii) hereof, from time to time, as many copies of the Prospectus in
final form or as thereafter amended or supplemented, as you may reasonably
request. The Company will deliver to you, promptly after closing, three (3)
bound volumes of all of the documents, papers, exhibits, correspondence and
records forming the materials involved in this public offering.

         (h) The Company will make generally available to its security holders,
as soon as it is practicable to do so (but in no event later than fifteen months
after the effective date of the Registration Statement), an earnings statement
of the Company (which need not be audited) covering a period of at least twelve
months beginning not later than the first day of the fiscal quarter next
succeeding such effective date which shall satisfy the provisions of Section
11(a) of the Act.

                                       7


<PAGE>



         (i) For a period of at least five years from the date hereof, the
Company will supply to the Representative, (i) as soon as practicable after the
end of each fiscal year, a balance sheet and statement of operations of the
Company and its consolidated subsidiaries (if any) as at the end of and for each
such year, all in reasonable detail and certified by independent certified
public accountants, (ii) as soon as practicable after the end of each of the
first three quarters of each fiscal year, an unaudited statement of operations
of the Company and its consolidated subsidiaries (if any) for such period, (iii)
copies of such financial statements and reports as the Company may, from time to
time, furnish generally to holders of any class of its stock, (iv) copies of
each report which it shall be required to file with the Commission, any blue sky
authority or any securities exchange at the same time as such reports are filed
and (v) copies of the daily stock transfer sheets and weekly DTC reports for
securities of the Company.

         (j) Simultaneously with the purchase and payment by the Underwriters
for the Units on the Closing Date, the Company shall sell, at a price of $0.001
per warrant, and issue and deliver to the Representative and, at its request, to
any of the several Underwriters or to dealers in the selling group, or to
officers or partners of the Representative, the several Underwriters or dealers
in the selling group, 100,000 warrants, in form and substance satisfactory to
your counsel, to purchase 100,000 Units of the Company (similar to those being
sold to the public) at a price of $9.90 per Unit ("Underwriters' Unit
Warrants"). The Underwriters' Unit Warrants will be exercisable for a period of
five years commencing on the Effective Date, and will not be transferable for a
period of one year from the Effective Date except to Underwriters and Selected
Dealers and officers and partners thereof. The Underwriters' Unit Warrants and
underlying securities shall have been registered under the Registration
Statement and the holders of a majority of such Underwriters' Unit Warrants or
the securities which may have been issued thereunder shall have the right, at
any one time, to require the Company to prepare and file a post-effective
amendment to the Registration Statement (or a new registration statement, if
then required under the Act) covering all or any portion of the Underwriters'
Unit Warrants and their underlying securities to permit the public sale thereof
after twelve months from the Effective Date. In connection therewith, the
Company shall be obligated to prepare and file such post-effective amendment (or
such new registration statement) under the Act promptly upon the receipt of the
request of the holders of a majority of the Underwriters' Unit Warrants or
securities issued thereunder, and the Company shall be further obligated to use
its best efforts to have such post-effective amendment (or such new registration
statement) rendered effective under the Act, as it may from time to time be
amended hereafter, and Rules and Regulations promulgated thereunder, as soon as
practicable after the filing date of any such post-effective amendment or such
new registration statement, and the Company shall also be required to take such
action as may be necessary to maintain such post-effective amendment or such new
registration statement effective under the Act for the period, not in excess of
nine months, required to sell such Underwriters' Unit Warrants and their
underlying securities in compliance with the Act and Rules and Regulations
promulgated thereunder, and the Company shall be required to provide the
accounting necessary for the filing of any such post-effective amendment or such
new registration statement, plus any amendments or supplements thereto. In
addition to, and not in lieu of, the obligations of the Company hereinabove
recited in this subsection, the Company hereby further covenants and agrees that
if, the Company shall prepare and file a post-effective amendment to the
Registration Statement

                                        8


<PAGE>



or a new registration statement under the Act or notification pursuant to
Regulation A under the Act, either of which is to become effective at any time
after the expiration of twelve months from the Effective Date with respect to
the public offering of any equity or debt Units of the Company now or hereafter
authorized, the Company will include in such post-effective amendment or new
registration statement or such notification such number of the Underwriters'
Unit Warrants and their underlying securities as requested by the holders of the
Underwriters' Units Warrants or securities issued thereunder, and neither you
nor such holders shall be under any obligation to bear any of the expenses or
professional fees and disbursements to be incurred by the Company in connection
with the preparation and filing of such post-effective amendment, or new
registration statement or such notification. With respect to any post-effective
amendment, or new registration statement, or notification filed by the Company
pursuant to this subsection, the selling securityholders offering any
Underwriters' Unit Warrants or their underlying securities thereunder shall be
entitled to the benefits of indemnification by the Company in like manner and to
the same extent as the Company indemnifies the Underwriters pursuant to Section
6(a) hereof.

         (k) The Company will not, without the prior written consent of the
Representative, for a period of six months after the effective date of the
Registration Statement, sell any Units of the Company or sell or grant options,
warrants or rights with respect to any Units of the Company, or permit or cause
a public offering of any Units of the Company except in accordance with the
provisions of the Registration Statement.

         (l) For a period of five years after the effective date of the
Registration Statement, the Representative shall have the right to designate one
person as an advisor to the Company's Board of Directors, who will receive
compensation equal to that received by any other director as well as
reimbursement of expenses for attending meetings, but who will have no power to
vote as a director. Such person shall be indemnified by the Company against any
claim arising out of his participation at meetings of the Board of Directors to
the same extent as any director. During such five year period, the Company will
hold at least four meetings per year of its Board of Directors. In the event the
Company maintains a liability insurance policy with coverage for the acts of its
officers and directors, the Company agrees, if possible, to include the
Representative and its designee as an insured under the policy.

         (m) At the Closing, the Company shall enter into a consulting agreement
("Consulting Agreement") retaining the Representative as financial consultant to
the Company for a two-year period commencing as of such closing, at a fee of
$37,500 per year, the total amount of which shall be paid at the Closing. The
Company and the Representative shall also enter into an agreement which will
provide for a finder's fee, ranging from 7% of the first $1,000,000 down to
2-1/2% of the excess over $9,000,000 of the consideration involved in any
transaction (including mergers and acquisitions) consummated by the Company in
which the Representative introduced the other party to the Company during the
five-year period commencing on the Effective Date.

                                        9


<PAGE>



         (n) The Company shall cooperate with the Underwriters in making
available to their representatives such information as they may request in
making an investigation of the Company and its affairs.

         (o) Until such time as the Units of the Company are listed on the New
York Stock Exchange or the American Stock Exchange but in no event more than
three years from the effective date, the Company shall retain Compliance
Management Company or a similar company, to prepare a post registration blue sky
market survey for the Representative for distribution to market makers. Such
survey shall be provided to the Representative annually with the first survey
delivered to it promptly after the completion of the public offering hereunder.
The cost of the first year's survey will not exceed $5,000. In lieu of the
foregoing, the Company may cause its legal counsel to provide the Representative
with a survey to be updated at least annually.

         (p) At all times, so long as any of the warrants referred to herein are
outstanding, the Company will have reserved authorized but unissued shares of
stock and underlying warrants, available for immediate issuance in amounts
necessary for the exercise of all warrants then outstanding. The Company agrees
to qualify the Units for listing on the NASDAQ System Small- Cap Issues on the
Effective Date and will take all necessary and appropriate action so that the
Units and after separation of the Units, their underlying securities will be
listed for trading on the NASDAQ Small-Cap Market for at least five years from
the Effective Date provided the Company otherwise complies with the prevailing
maintenance requirements of NASDAQ Small-Cap Market. In addition, at such time
as the Company qualifies for listing its Units or underlying securities on the
National Market System of NASDAQ, the Company will take all steps necessary to
have the Units or underlying securities listed on the National Market System of
NASDAQ in lieu of listing on the Small-Cap Market. The Company shall comply with
all periodic reporting and proxy solicitation requirements imposed by the
Commission pursuant to the 1934 Act, and shall promptly furnish you with copies
of all material filed with the Commission pursuant to the 1934 Act or otherwise
furnished to shareholders of the Company.

         (q) The Company will register the Units and components thereof pursuant
to Section 12(g) of the Securities Exchange Act of 1934, as amended, not later
than the Effective Date.

         (r) The Company will pay the fees and expenses (but not transfer taxes,
if any) of the Company's transfer agents, warrant agents, and registrars (if
any), without charge to stockholders and warrantholders, for not less than five
years after the effective date of the Registration Statement.

         (s) The Representative shall receive a fee of 10% of the proceeds as
and when received by the Company from time to time upon the exercise of any
Warrants after one year from the Effective Date, provided that such fee shall be
paid only in accordance with the rules of the NASD and any applicable Units laws
and rules and regulations. The Representative will not be eligible to receive
the aforementioned warrant exercise fee as a result of transactions of the
following nature: (i) the exercise of Warrants when the market price of the
Company's Common Stock is lower than the exercise price; (ii) the exercise of
Warrants held in any discretionary account; (iii) the exercise of

                                       10


<PAGE>



Warrants where documents disclosing the compensation arrangements (e.g., the
Prospectus) have not been provided to the warrantholder at the time of issuance
and at the time of exercise; (iv) the exercise of Warrants in unsolicited
transactions; and (v) the exercise of any warrants during the one year period
commencing on the Effective Date, and further provided that no broker shall be
paid a fee unless such broker is designated in writing by the customer as the
soliciting broker. In addition, it will be a condition to the receipt by the
Representative of such fee that it shall not, in the ten days immediately
preceding the solicitation of the exercise or the date of such exercise, have
bid for or purchased the Common Stock of the Company (or any Units of the
Company convertible into or exchangeable for such Common Stock, including the
Warrants) or otherwise have engaged in any activity that would be prohibited
under the Securities Exchange Act of 1934, as amended, by one participating in a
distribution of the Company's securities whether as underwriter or otherwise.
The Company will not solicit warrant exercises except through the
Representative.

         (t) Immediately following the closing, the Company shall exercise its
best efforts to have the Units listed in the appropriate Standard & Poor's
manual in order to comply with the requirements of the so-called "standard
manuals exemption" of various blue sky authorities.

     5. CONDITIONS OF UNDERWRITERS' OBLIGATIONS. The Underwriters' obligations
to purchase and pay for the Units, as provided herein, shall be subject to the
accuracy, as of the date hereof and as of the Closing Date (as if made on the
Closing Date), of the representations and warranties of the Company herein, to
the accuracy of statements made in each certificate delivered pursuant to the
provisions hereof, to the performance by the Company of its obligations
hereunder, and to the following additional conditions:

     (a) The Registration Statement shall have become effective not later than
5:00 P.M., New York City time, on the day following the date of this Agreement,
unless a later time and date be agreed to by you; and no stop order suspending
the effectiveness of the Registration Statement, or order preventing or
suspending the use of any Preliminary Prospectus or of the Prospectus, shall
have been issued and no proceedings for such purpose shall have been instituted
or be pending or, to the knowledge of the Company or you, shall be contemplated
by the Commission; and any request of the Commission for additional information
(to be included in the Registration Statement or the Prospectus or otherwise)
shall have been complied with to the satisfaction of the Underwriters' Counsel.

     (b) On the Closing Date the Underwriters shall have received an opinion of
Cohen & Cohen, counsel for the Company, dated the Closing Date, to the effect
that:

         (i) The Company has full corporate power and authority to enter into
this Agreement and this Agreement has been duly authorized, executed and
delivered by the Company and constitutes a valid and binding obligation of the
Company enforceable in accordance with its terms, subject to bankruptcy,
insolvency or similar laws governing the rights of creditors generally and to
the discretion of courts in granting equitable remedies, except insofar as
rights to indemnity or contribution hereunder may be limited by Federal
Securities laws.

                                       11


<PAGE>



         (ii) The Warrant Agreement, the Consulting Agreement and the Mergers
and Acquisitions Agreement have been duly authorized, executed and delivered by
the Company and constitute the legal, valid and binding obligations of the
Company enforceable in accordance with their terms (except insofar as
enforcement of the indemnification provisions thereof may be limited by
applicable Federal securities laws or principles of public policy and subject to
bankruptcy, insolvency, moratorium, reorganization and similar laws affecting
creditors' rights generally and to general principles of equity). The Company
has full corporate power and authority to enter into the Warrant Agreement, the
Consulting Agreement and the Mergers and Acquisitions Agreement and to sell,
issue and deliver the Units and Underwriters' Unit Warrants.

         (iii) The Company has authorized and outstanding capital stock as set
forth under "Capitalization" in the Prospectus; all of the Company's outstanding
shares of capital stock have been duly authorized and validly issued, and are
fully paid and nonassessable; all of the Units and Underwriters' Unit Warrants
sold pursuant to this Agreement have been duly authorized, validly issued and
delivered and are fully paid and nonassessable, and conform to the descriptions
thereof in the Prospectus and such descriptions conform to the rights duly set
forth in the Certificate of Incorporation of the Company and this Agreement; the
Warrants and the Underwriters' Unit Warrants are, and the warrants underlying
the Underwriters' Unit Warrants will, when issued in accordance with the
provisions of the Warrant Agreement, the Underwriters' Unit Warrants and this
Agreement be, valid and legally binding obligations of the Company in accordance
with their respective terms (subject to bankruptcy, insolvency, moratorium,
fraudulent conveyance, reorganization and similar laws affecting creditors'
rights generally and to general principles of equity); the Units underlying the
Underwriters' Unit Warrants have been validly authorized and reserved for
issuance, and when issued in accordance with the terms of the Underwriters' Unit
Warrants, will be validly issued and will be fully paid and non-assessable; the
holders of the Units and Underwriters' Unit Warrants are not, and will not be,
subject to any personal liability for liabilities of the Company by reason of
being holders thereof; and none of such Units which have been issued, have been
issued in violation of the preemptive rights or any other rights of any
stockholder of the Company and no stockholder of the Company has any preemptive
right to subscribe for or to purchase any of the Units or Underwriters' Unit
Warrants;

         (iv) The Company has been duly incorporated and is validly existing and
in good standing under the laws of the State of Delaware, has full corporate
power and authority to conduct its business as presently conducted and as
described in the Prospectus and to own its properties and is duly qualified to
do business and is in good standing in each jurisdiction wherein the property
owned or leased, or the conduct of business, by it makes such qualification
necessary (except where failure to so qualify would not have a material adverse
effect on the Company);

         (v) The Companies subsidiaries have been duly incorporated and are
validly existing as corporations in good standing under the laws of Hungary and
have corporate powers and authority necessary to carry on their business as
presently being conducted and as described in the Prospectus;

                                       12


<PAGE>



         (vi) The Registration Statement has become effective under the
Securities Act and, to the best of the knowledge of such counsel, no stop order
suspending the effectiveness of the Registration Statement has been issued and
no proceeding for that purpose has been instituted or is pending or contemplated
by the Commission;

         (vii) The Registration Statement and the Prospectus, and any amendment
or supplement thereto, comply as to form in all material respects with the
requirements of the Securities Act and the Rules and Regulations thereunder
(except that such counsel need express no opinion as to the financial statements
and schedules and financial data included therein or omitted therefrom);

         (viii) Such counsel has assisted in the preparation of the Registration
Statement and the Prospectus and no fact has come to the attention of such
counsel which leads such counsel to believe that, either as of the Effective
Date or the date of the opinion, (A) either the Registration Statement or the
Prospectus or any amendment or supplement thereto (except for the financial
statements and schedules and financial data included therein or omitted
therefrom, as to which such counsel need express no opinion) contained any
untrue statement of a material fact or omitted to state a material fact required
to be stated therein or necessary to make the statements therein not misleading,
(B) there is any material legal, governmental or administrative proceeding
pending, threatened or contemplated to which the Company is or may become a
party or to which any of its property is or may become subject, or any basis for
any legal, governmental or administrative proceeding, required to be described
in the Prospectus under the Act which is not described as required, or (C) there
is any contract or document of a character required to be described in the
Registration Statement or the Prospectus, or to be filed as an exhibit to the
Registration Statement, under the Act which is not described or filed as
required.

         (ix) The execution, delivery and performance of this Agreement by the
Company and the consummation of the transactions contemplated therein do not and
will not conflict with or result in a breach or violation of any of the terms or
provisions of, or constitute a default under, the Articles of Incorporation or
By-Laws of the Company or any indenture, mortgage, deed of trust, note agreement
or other agreement or instrument known to such counsel to which the Company is a
party or by which it is bound or to which any of its property is subject, or any
Federal, state or other statute, law, rule or regulation, or any judgment, order
or decree of any court or governmental agency or body known to such counsel
having jurisdiction over the Company or any of its property;

         (x) No consent, approval, authorization or order of, or declaration or
filing with, any government, governmental instrumentality or court, is required
for the valid consummation by the Company of the transactions contemplated by
this Agreement, except such as may be required under the Securities Act or any
state or "blue sky" laws in connection with the purchase, sale and distribution
of the Units; and

         (xi) To the best of such counsel's knowledge, the Company possesses all
material permits, certificates of compliance, approvals, licenses, waivers,
consents and other rights from governmental authorities which are requisite for
the material conduct of its business as presently conducted and

                                       13


<PAGE>



as described in the Prospectus (except such as in the aggregate would not
materially affect the business or operations of the Company), for the
consummation of the transactions contemplated in this Agreement and for the
offering contemplated by the Prospectus, and each such permit, certificate of
compliance, approval, license, waiver, consent and right is valid and in full
force and effect.

         (xii) Such opinion shall be to such further effect with respect to
other legal matters relating to this Agreement and the sale of the Units
hereunder as counsel for the Underwriters may reasonably request. In rendering
the opinions set forth above, such counsel may rely upon certificates of
officers of the Company and public officials as to matters of fact, and may rely
as to all matters of law other than the laws of the United States or the
corporate laws of the State of Delaware upon opinions of counsel satisfactory to
you, in which case the opinion shall state that they have no reason to believe
that you and they are not entitled to so rely. Additionally, in rendering such
opinion, counsel shall not be required to opine upon the availability of
equitable remedies, including but not limited to, the remedies of specific
performance and injunctive relief.

     (c) At the time this Agreement is executed by the parties hereto and on the
Closing Date (and on the Additional Closing Date, if any), the Underwriters
shall have received from BDO Seidman, LLP, a letter dated as of each such date,
to the effect that:

         (i) They are independent accountants with respect to the Company within
the meaning of the Act and the applicable published Rules and Regulations
thereunder;

         (ii) In their opinion, the financial statements (including the
schedules, if any) in the Registration Statement examined by such firm, comply
as to form in all material respects with the applicable accounting requirements
of the Act and the published Rules and Regulations thereunder with respect to
registration statements on Form SB-2;

          (iii) On the basis of procedures (but not an examination in accordance
with generally accepted auditing standards) consisting of reading the minutes of
meetings of the stockholders and the Board of Directors of the Company since the
date of the latest audited balance sheet as set forth in the minute books
through a specified date not more than five business days prior to the date of
the letter, reading the unaudited interim financial statements (if any),
including the schedules (if any), of the Company included in the Registration
Statement and making inquiries of certain officials of the Company who have
responsibility for financial and accounting matters regarding the specific items
for which representations are requested below, nothing has come to their
attention as a result of the foregoing procedures that caused them to believe
that (A) the unaudited financial statements (if any), including the schedules
(if any), of the Company included in the Registration Statement do not comply as
to form in all material respects with the applicable accounting requirements of
the Act and the published Rules and Regulations thereunder; (B) said financial
statements, including the schedules (if any), are not presented fairly, in
conformity with generally accepted accounting principles applied on a basis
substantially consistent with that of the audited financial statements; (C)
during the period from the date of the latest balance sheet covered by their
report(s) included in the Registration Statement to a specific date not more
than five business days prior to the date of the

                                       14


<PAGE>



letter, there has been any change in the capital stock or long-term debt of the
Company as compared with the amounts shown in the balance sheet included in the
Registration Statement, except as set forth in or contemplated by the
Registration Statement; or (D) for the period from the date of the last balance
sheet contained in the Prospectus to a specified date not more than five days
prior to the date of such letter, there has been any decrease, except as
described in such letter and previously discussed with you, in consolidated
gross revenues, net income, consolidated assets or total stockholders' equity as
compared with the amounts shown on such balance sheet, except for such changes
or decreases which the Registration Statement discloses have occurred or may
occur; and

         (iv) In addition to the examination referred to in their report
included in the Registration Statement and the limited procedures referred to in
clause (iii) above, they have carried out certain specified procedures, not
constituting an examination in accordance with generally accepted auditing
standards, with respect to certain amounts, percentages and financial
information which are included in the Registration Statement and Prospectus and
which are specified by you, and have found such amounts, percentages and
financial information to be in agreement with the relevant accounting and
financial records of the Company and its subsidiaries identified in such letter.

          (d) The Representative shall have received a certificate or
certificates, dated the Closing Date and the Additional Closing Date, executed
by at least two officers of the Company, including the Chairman of the Board or
the President and the principal financial or accounting officer of the Company,
to the effect that:

          (i) No stop order suspending the effectiveness of the Registration
Statement has been issued, and no proceedings for that purpose have been
instituted or are pending or contemplated under the Act;

          (ii) Neither the Registration Statement nor the Prospectus nor any
amendment or supplement thereto contains any untrue statement of a material fact
or omits to state any material fact required to be stated therein or necessary
to make the statements therein not misleading; and since the effective date of
the Registration Statement, there has occurred no event required to be set forth
in an amended or supplemented Prospectus which has not been so set forth;

         (iii) Except as contemplated in the Prospectus, subsequent to the
respective dates as of which information is given in the Registration Statement
and the Prospectus, the Company has not incurred any material liabilities or
obligations, direct or contingent, or entered into any material transaction, not
in the ordinary course of business, and there has not been any material change
in the capital stock or funded debt of the Company, or any material adverse
change in the condition (financial or other) or results of operations of the
Company;

         (iv) There are no legal proceedings pending or threatened against the
Company of a character affecting the validity of this Agreement or required to
be disclosed in the Prospectus which are not disclosed therein; there are no
transactions or contracts which are required to be summarized

                                       15


<PAGE>



therein which are not so summarized; and there are no material contracts or
documents required to be filed as exhibits to the Registration Statement which
are not so filed;

         (v) Subsequent to the respective dates as of which information is given
in the Registration Statement and the Prospectus, the Company has not sustained
any material loss or damage to its properties, whether or not insured; and

          (vi) The representations and warranties of the Company in this
Agreement are true and correct, as if made on and as of the date of the letter;
and the Company has complied with all the agreements and satisfied all the
conditions on its part to be performed or satisfied at or prior to the date of
the letter.

         (e) The Company shall have furnished to you such certificates, in
addition to those specifically mentioned herein, as you may have reasonably
required in a timely manner as to the accuracy and completeness of any statement
in the Registration Statement or the Prospectus; as to the accuracy of the
representations and warranties of the Company herein and in each certificate and
document contemplated under this Agreement to be delivered to you; as to the
performance by the Company of its respective obligations hereunder and under
each such certificate and document; or as to the fulfillment of the conditions
concurrent and precedent to your obligations hereunder.

         (f) All corporate proceedings and related matters in connection with
the organization of the Company and the qualification, authorization, issuance,
sale and delivery of the Units shall be satisfactory to Henry C. Malon, Esq.,
counsel for the Underwriters, and such counsel shall have been furnished with
such papers and information as he may reasonably have requested in this
connection.

         (g) Certain holders of outstanding Units of the Company shall have
agreed not to sell or transfer their Units under Rule 144 under the Act or
otherwise for certain periods of time following the Effective Date of the
offering, as set forth in the Prospectus, without the prior written consent of
the Representative.

         (h) All such opinions, letters, certificates and documents will be in
compliance with the provisions hereof only if they are reasonably satisfactory
to the Underwriters and to their counsel.

         (i) If any condition to the Underwriters' obligations hereunder to be
satisfied at or prior to the Closing Date is not so satisfied, the Underwriters
may terminate this Agreement without liability on their part or on the part of
the Company, except for the expenses to be paid or reimbursed by the Company
pursuant to Section 4(e) of this Agreement and except for any liability under
Sections 6 and 7 of this Agreement.

     6. INDEMNIFICATION. (a) The Company agrees to indemnify and hold harmless
each Underwriter and each person, if any, who controls each Underwriter within
the meaning of the Act against any losses, claims, damages or liabilities, joint
or several, to which it or such controlling person may

                                       16


<PAGE>



become subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon any untrue statement or alleged untrue statement of any material fact
contained in the Registration Statement, any Preliminary Prospectus, the
Prospectus, or any amendment or supplement thereto, or in any blue sky
application or other document executed by the Company specifically for that
purpose or based upon written information furnished by the Company filed in any
state or other jurisdiction in order to qualify any or all of the Units under
the Units laws thereof, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading; and will reimburse
it and each such controlling person for any legal or other expenses reasonably
incurred by it or such controlling person in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however,
that the Company will not be liable in any such case to the extent that any such
loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in
the Registration Statement, such Preliminary Prospectus, the Prospectus or such
amendment or supplement, or in such blue sky application or such other document,
in reliance upon and in conformity with written information furnished to the
Company by an Underwriter specifically for use in the preparation thereof; and
provided, further, that the Company will not be liable under this indemnity
agreement, insofar as it relates to any Preliminary Prospectus, to the extent
that any such loss, claim, damage, liability or action results from the fact
that an Underwriter sold Units to a person to whom there was not sent or given,
at or prior to the written confirmation of such sales, a copy of the Prospectus
(or of the Prospectus as then amended or supplemented if the Company had
previously furnished copies thereof to you). This indemnity agreement will be in
addition to any liability which the Company may otherwise have.

         (b) Each Underwriter will indemnify and hold harmless the Company, each
of its directors, each of its officers who have signed the Registration
Statement, and each person, if any, who controls the Company within the meaning
of the Act, to the same extent as the foregoing indemnity from the Company to
such Underwriter, against any losses, claims, damages or liabilities, joint or
several, to which the Company or any such director, officer or controlling
person may become subject, under the Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon any untrue or alleged untrue statement of any material fact
contained in the Registration Statement, any Preliminary Prospectus, the
Prospectus, or any amendment or supplement thereto, or in any blue sky
application or other document executed by the Company specifically for that
purpose filed in any state or other jurisdiction in order to qualify any or all
of the Units under the Units laws thereof, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, in
each case to the extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was made in the
Registration Statement, such Preliminary Prospectus, the Prospectus or such
amendment or supplement, or in such blue sky application or such other document,
in reliance upon and in conformity with written information furnished to the
Company by such Underwriter specifically for use in the preparation thereof; and
will reimburse any legal or other expenses reasonably incurred by the Company or
any such director, officer or controlling person in connection with
investigating

                                       17


<PAGE>



or defending any such loss, claim, damage, liability or action. This indemnity
agreement will be in addition to any liability which an Underwriter may
otherwise have.

     (c) Promptly after receipt by an indemnified party under this Section of
notice of the commencement of any action, such indemnified party shall, if a
claim in respect thereof is to be made against an indemnifying party under this
Section 6, notify the indemnifying party of the commencement thereof; but the
omission so to notify the indemnifying party shall not relieve it from any
liability which it may have to any indemnified party otherwise than under this
Section 6. In case any such action is brought against any indemnified party, and
it notifies an indemnifying party of the commencement thereof, the indemnifying
party shall be entitled to participate in, and, to the extent that it may wish,
jointly with any other indemnifying party, similarly notified, to assume the
defense thereof, with counsel reasonably satisfactory to such indemnified party,
and after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party will not be
liable to such indemnified party under this Section 6 for any legal or other
expenses subsequently incurred by such indemnified party in connection with the
defense thereof other than reasonable costs of investigation. No indemnifying
party shall be liable for any settlement of any action effected without its
written consent.

     7. CONTRIBUTION. (a) In order to provide for just and equitable
contribution under the Act in any case in which (i) an Underwriter (or any
person who controls the Underwriter within the meaning of the Act) makes claim
for indemnification pursuant to Paragraph 6(a) hereof but it is judicially
determined (by the entry of a final judgment or decree by a court of competent
jurisdiction and the expiration of time to appeal or the denial of the last
right of appeal) that such indemnification may not be enforced in such case
notwithstanding the fact that Paragraph 6(a) provides for indemnification in
such case or (ii) contribution under the Act may be required on the part of an
Underwriter or any such controlling person in circumstances for which
indemnification is provided under Paragraph 6(b), then, and in each case, the
Company and the Underwriters shall contribute to the aggregate losses, claims,
damages or liabilities to which they may be subject (after contribution from
others) in such proportion so that the Underwriters are responsible for an
aggregate of 10% (being the amount of the Underwriter's commission) and the
Company are responsible for the remaining portion; provided, however, that, in
any such case, no person guilty of a fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation.

         (b) Promptly after receipt by any party to this Agreement of notice of
the commencement of any action, suit or proceeding, such party will, if a claim
for contribution in respect thereof is to be made against another party (the
"contributing party"), notify the contributing party of the commencement
thereof; but the omission so to notify the contributing party will not relieve
it from any liability which it may have to any other party other than for
contribution under the Act. In case any such action, suit or proceeding is
brought against any party, and such party notifies a contributing party of the
commencement thereof, the contributing party will be entitled to participate
therein with the notifying party and any other contributing party will be
entitled to participate therein with the notifying party and any other
contributing party similarly notified.

                                       18


<PAGE>



     8. SUBSTITUTION OF UNDERWRITERS. (a) If one or more Underwriters shall
default in its or their obligations to purchase and pay for the Units hereunder
and if the aggregate number of such Units which all Underwriters so defaulting
shall have agreed to purchase does not exceed 10% of the aggregate number of
Units to be purchased by the Underwriters, each non-defaulting Underwriter shall
have the right and is obligated, severally, to purchase and pay for (in addition
to the Units set forth opposite its name in Schedule A) that portion of the
Units agreed to be purchased by all such defaulting Underwriters which the Units
set forth opposite its name in Schedule A bears to the aggregate Units so set
forth opposite the names of all such non-defaulting Underwriters. In such event,
you as Representative, for the accounts of the several non-defaulting
Underwriters, shall take up and pay for all or any part of such additional Units
to be purchased by each such Underwriter under this Section 8(a), and may
postpone the Closing Date to a time not exceeding three full business days after
the Closing Date determined as provided in Section 3 hereof during which time
the Company will prepare and file any amendments to the Registration Statement
and take any other action which the Representative or its counsel shall deem
necessary or appropriate to reflect such event; or

     (b) If one or more Underwriters default in its or their obligations to
purchase and pay for Units hereunder and if the aggregate number of such Units
which all Underwriters so defaulting shall have agreed to purchase shall exceed
10% of the aggregate number of Units to be purchased by the Underwriters, or if
one or more Underwriters for any reason permitted hereunder cancel its or their
obligations to purchase and pay for Units hereunder, the non-canceling and
non-defaulting Underwriters (hereinafter called the "remaining Underwriters")
shall have the right to purchase such Units in such proportion as may be agreed
among them, at the Closing Date determined as provided in Section 3 hereof. If
the remaining Underwriters do not purchase and pay for such Units at such
Closing Date, the Closing Date shall be postponed for twenty-four hours and the
remaining Underwriters shall have the right to purchase such Units or to
substitute another person or persons, to purchase the same, or both, at such
postponed Closing Date. If by such postponed Closing Date the remaining
Underwriters have not exercised such right to purchase or obtained a substitute
purchaser or purchasers, the Closing Date shall be postponed for a further
twenty-four hours and the Company shall have the right to substitute another
person or persons, satisfactory to the Representative, to purchase such Units at
such second postponed Closing Date. If the Company shall not have found such
purchasers for such Units by such second postponed Closing Date, then this
Agreement shall automatically terminate and neither the Company nor the
remaining Underwriters shall be under any obligation under this Agreement except
that the Company shall remain liable for the full amount of expenses incurred as
provided in Section 4(e) and to the extent provided in Sections 6(a) and 7
hereof and the Underwriters shall remain liable to the extent provided in
Sections 6(b) and 7 hereof. As used in this Agreement, the term "Underwriter"
includes any person substituted for an Underwriter under this Section. Nothing
herein will relieve a defaulting Underwriter from liability for its default or
obligate any Underwriter to purchase or find purchasers for any Units in excess
of those agreed to be purchased by such Underwriter under the terms of Sections
3 and 8(a) hereof.

                                       19


<PAGE>



     9. REPRESENTATIONS AND INDEMNITIES TO SURVIVE DELIVERY. All representations
and warranties of the Company contained herein and in the certificate or
certificates delivered pursuant to Section 5(d) hereof, and the indemnity and
contribution agreements contained in Sections 6 and 7 hereof, shall remain
operative and in full force and effect regardless of any investigation made by
or on behalf of any Underwriter or any controlling person, or by or on behalf of
the Company or any officer, director or controlling person, or of any
termination of this Agreement, and shall survive delivery of and payment for the
Units.

     10. EFFECTIVE DATE OF THIS AGREEMENT AND TERMINATION THEREOF. (a) This
Agreement shall become effective at 9:00 A.M., New York City time, on the first
full business day after the Registration Statement has become effective, or at
such earlier time after the Registration Statement has become effective as you
in your discretion shall first release the Units for sale to the public. For the
purposes of this Section 10, the Units shall be deemed to have been released for
sale to the public upon release by you of the publication of a newspaper
advertisement relating to the Units or upon release by you of telegrams or
facsimile transmissions offering the Units for sale, whichever shall first
occur. You or the Company may prevent this Agreement from becoming effective
without liability of any party to any other party, except as noted below, by
giving the notice hereinafter specified at or before the time this Agreement
becomes effective; provided however, that the provisions of this Section,
Section 4(e), Section 6 and Section 7 shall at all times be effective.

     (b) You shall have the right to terminate this Agreement by giving the
notice hereinafter specified at any time at or prior to the Closing Date if (i)
the Company shall have failed, refused or been unable, at or prior to the
Closing Date, to perform any agreement on its part to be performed hereunder, or
because any other condition precedent to the Underwriters' obligations hereunder
required to be fulfilled by the Company has not been fulfilled, or if (ii)
trading on the New York Stock Exchange shall have been generally suspended, or
minimum or maximum prices for trading shall have been generally fixed, or
maximum ranges for prices for Units shall have been generally required, on the
New York Stock Exchange or by order of the Commission or any other governmental
authority having jurisdiction, or if there has been a substantial adverse change
in general market or economic conditions, or if a banking moratorium shall have
been declared by Federal or New York authorities, or if an outbreak of
hostilities or other national or international calamity of such nature as to
disorganize the Units markets in the United States shall have occurred since the
execution hereof.

     If you elect to prevent this Agreement from becoming effective or to
terminate this Agreement as provided in this Section 10, you shall notify the
Company promptly by telephone or telegram, confirmed by letter. If the Company
elects to prevent this Agreement from becoming effective, the Company shall
notify you promptly by telephone or telegram, confirmed by letter.

     11. NOTICES. All communications hereunder, except as herein otherwise
specifically provided, shall be in writing and if sent to the Underwriters shall
be mailed, delivered or telegraphed and confirmed to you as Representative at 1
Battery Park Plaza, New York, New York 10004, or if sent

                                       20


<PAGE>



to the Company, shall be mailed, delivered or telegraphed and confirmed to it
at 445 Park Avenue, 15th floor, New York, N.Y. 10022 marked to the attention 
of the President.

     12. PARTIES. This Agreement shall inure to the benefit of and be binding
upon you and the Company and the several Underwriters and their respective
successors and assigns. Nothing expressed or mentioned in this Agreement is
intended or shall be construed to give any person , other than the parties
hereto and their respective successors and assigns and the controlling persons
and the officers and directors referred to in Section 6 hereof, any legal or
equitable right, remedy or claim under or in respect of this Agreement or any
provision herein contained, this Agreement and all conditions and provisions
hereof being intended to be and being for the sole and exclusive benefit of the
parties hereto and their respective successors and assigns and said controlling
persons and said officers and directors, and for the benefit of no other person.
No purchaser of any of the Units from any Underwriter shall be construed a
successor or assign by reason merely of such purchase.

     13. INFORMATION FURNISHED BY UNDERWRITERS. The statements set forth in the
last paragraph on the cover page, in the stabilization legend, under the caption
"Underwriting" and the statements regarding counsel for the Underwriters under
the caption "Legal Matters" in any Preliminary Prospectus and in the Prospectus
and in blue sky reports of sales, if any, constitute the written information
furnished by or on behalf of any Underwriter referred to in Sections 2(b), 6(a)
and 6(b) hereof.

     14. MISCELLANEOUS. In all dealings hereunder, you shall act on behalf of
each of the Underwriters, and the Company shall be entitled to act and rely upon
any statement, request, notice or agreement on behalf of any Underwriters made
by you as the Representative. This Agreement shall be governed by and construed
and enforced in accordance with the internal laws of the State of New York, and
the Company hereby consents and will submit to the jurisdiction of the courts of
the State of New York and of any federal court sitting in the City of New York
with respect to controversies arising under this Agreement.

     If the foregoing correctly sets forth the understanding between the Company
and the several Underwriters, please so indicate on behalf of the Underwriters
in the space provided below for that purpose, whereupon this letter shall
constitute a binding agreement between the Company and each of the Underwriters.

                                       Very truly yours,

                                       EUROWEB INTERNATIONAL CORP.

                                       By:_________________________________

Accepted as of the date first above written:

                                       21


<PAGE>



J.W. BARCLAY & CO., INC.
   Acting on behalf of the several
   Underwriters named in Schedule A hereto.

By:_____________________________

                                       22


<PAGE>




                                   SCHEDULE A

                           EUROWEB INTERNATIONAL CORP.

            UNDERWRITING AGREEMENT DATED ______________________, 1998

 This Schedule sets forth the name and address of each Underwriter and the
number of Shares to be purchased by each Underwriter from the Company.

                                                                            
                                                                    NUMBER OF  
  NAME                      ADDRESS                                   UNITS
- ------------                -------                                 ---------

J.W. Barclay         1 Battery Park Plaza
 & Co., Inc.         New York, NY 10004








                                                                    ---------
               Total............................ ................    1,000,000
                                                                            


                                       23



                                                  Exhibit 1(a)

                                 1,000,000 UNITS

                           EUROWEB INTERNATIONAL CORP.

                            (EACH UNIT CONSISTING OF

     ONE SHARE OF SERIES A CONVERTIBLE CUMULATIVE REDEEMABLE PREFERRED STOCK
                     AND TWO COMMON STOCK PURCHASE WARRANTS)

                            SELECTED DEALER AGREEMENT

                                                             Dat      , 1998

Dear Sirs:

     The Underwriters named in the prospectus mentioned below (the
"Underwriters") have severally agreed, subject to the terms and conditions of
the Underwriting Agreement (the "Underwriting Agreement"), to purchase from
EuroWeb International Corp. (the "Company") at the price set forth on the cover
of said prospectus, an aggregate of 1,000,000 Units (the "Units"). The Units are
more particularly described in the enclosed prospectus (the "Prospectus"),
additional copies of which will be supplied in reasonable quantities upon
request.

     Some or all of the Underwriters are severally offering a part of the Units
for sale to selected dealers (the "Selected Dealers"), among whom they are
pleased to include you, at the public offering price, less a concessions in the
amount set forth in the Prospectus under "Underwriting". This offering is made
subject to delivery of the Units and their acceptance by the Underwriters, to
the approval of all legal matters by counsel, and to the terms and conditions
herein set forth and may be made on the basis of the reservation of Units or an
allotment against subscription.

     We have advised you by telegram of the method and terms of the offering.
Acceptances should be sent to J.W. Barclay & Co., Inc., 1 Battery Park Plaza,
New York, New York 10004. We reserve the right to reject any acceptances in
whole or in part.

     Any of the Units purchased by you hereunder are to be offered by you to the
public at the public offering price, except as herein otherwise provided and
except that a reallowance from such public offering price of not in excess of
the amount set forth in the Prospectus under "Underwriting" may be allowed to
dealers who are members in good standing of the National Association of
Securities Dealers, Inc., or foreign banks, dealers or institutions not eligible
for membership in said Association who represent to you that they will promptly
reoffer such Units to unrelated persons at the public offering price and will
abide by the conditions with respect to foreign banks, dealers and institutions
set forth in the confirmation below.

     We, acting as Representative, and, with our consent, any Underwriter may
buy Units from, or sell Units to, any Selected Dealer or any other Underwriter,
and any Selected Dealer may buy Units from, or sell Units to, any other Selected
Dealer or any Underwriter at the public offering price less all or any part of
the concession.

                                        1


<PAGE>




     You agree to pay us on demand for the accounts of the several Underwriters
an amount equal to the concession on any Units purchased by you hereunder which,
prior to the termination of this Agreement, we may purchase or contract to
purchase for the account of any Underwriter or which may be delivered against
purchase contracts made prior to the termination of this Agreement.

     Units purchased by you hereunder shall be paid for on such date as we shall
determine, on one day's notice to you, by certified or official bank check
payable in New York Clearing House funds to the order of J.W. Barclay & Co.,
Inc., 1 Battery Park Plaza, New York, New York 10004, or at such other place as
instructed. Delivery to you of certificates for Units will be made as soon as is
practicable thereafter. Unless specifically authorized by us, payment by you may
not be deferred until delivery of certificates to you.

     The Underwriters have been advised by the Company that a Registration
Statement for the Units, filed under the Securities Act of 1933, has become
effective. You agree that in selling Units purchased pursuant hereto (which
agreement shall also be for the benefit of the Company) you will comply with the
applicable requirements of the Securities Act of 1933 and of the Securities
Exchange Act of 1934. No person is authorized by the Company or by the
Underwriters to give any information or make any representations not contained
in the Prospectus in connection with the sale of Units. You are not authorized
to act as agent for the Company or any of the Underwriters in offering Units to
the public or otherwise. Nothing contained herein shall constitute the Selected
Dealers partners with any of the Underwriters or with one another.

     Upon application to us, we will inform you as to the advice we have
received from counsel concerning the jurisdictions in which Units have been
qualified for sale or are exempt under the respective securities or blue sky
laws of such jurisdictions, but we have not assumed and will not assume any
obligation or responsibility as to the right of any Selected Dealer to sell
Units in any such jurisdiction.

     As Representative, we shall have full authority to take such action as we
may deem advisable in respect of all matters pertaining to the offering or
arising thereunder. Neither we, acting as Representative, nor any of the
Underwriters shall be under any obligation to you except for obligations
expressly assumed by us in this Agreement.

     Each of the Underwriters has authorized us to overallot in arranging for
sales of the Units to the Selected Dealers and to purchase and sell Units for
long or short account and has also authorized us to stabilize or maintain the
market prices of the Units.

     You agree, upon our request, at any time or times prior to the termination
of this Agreement, to report to us the number of Units purchased by you pursuant
to the provisions hereof which then remain unsold.

     Selected Dealers will be governed by the conditions herein set forth 
until this Agreement is

                                        2


<PAGE>



terminated. This Agreement will terminate at the close of business on the 30th
day after the date hereof but, in our discretion, may be extended by us for a
further period not exceeding 30 days and in our discretion, whether or not
extended, may be terminated at any earlier time. Notwithstanding the termination
of this Agreement, you shall remain liable for your proportionate amount of any
claim, demand or liability which may be asserted against you alone, against you
together with other dealers purchasing Units upon the terms hereof, or against
us, based upon the claim that the Selected Dealers, or any of them, constitute
an association, an unincorporated business or other entity.

     This Agreement shall be governed by and construed and enforced in
accordance with the internal laws of the State of New York, and you consent and
will submit to the jurisdiction of the courts of the State of New York and of
any federal court sitting in the City of New York with respect to controversies
arising under this Agreement.

     In the event that you agree to purchase Units in accordance with the terms
hereof, kindly confirm such agreement by completing and signing the form
provided for that purpose on the enclosed duplicate hereof and returning it to
us promptly, even though you may have previously advised us of your acceptance
by telephone or telegraph.

     All communications from you should be addressed to J.W. Barclay & Co.,
Inc., 1 Battery Park Plaza, New York, New York 10004. Any notice from us to you
shall be deemed to have been fully authorized by the Underwriters and to have
been duly given if mailed or telegraphed to you at the address to which this
letter is mailed.

                                            Very truly yours,

                                            J.W. BARCLAY & CO., INC.

                                            As Representative of the several
                                            Underwriters

                                            By _________________________

                                       3


<PAGE>



J.W. Barclay & Co., Inc.

     As Representative of the several Underwriters
1 Battery Park Plaza

New York, New York  10004

Dear Sirs:

     We hereby confirm our agreement to purchase ___________ Units of EuroWeb
International Corp. allotted to us subject to the terms and conditions of the
foregoing agreement and your telegram to us referred to therein. We hereby
acknowledge receipt of the Prospectus relating to the Units, and we confirm that
in purchasing Units we have relied upon no statements whatsoever, written or
oral, other than the statements in such Prospectus. We have made a record of our
distribution of preli minary prospectuses and, when furnished with copies of any
revised preliminary prospectus, we have promptly forwarded copies thereof to
each person to whom we had theretofore distributed preliminary prospectuses. We
hereby represent that we are a member in good standing of the National
Association of Securities Dealers, Inc. and agree to comply with the Rules of
said Association, and in particular, Rules 2420, 2730, 2740 and 2750 thereof,
or, if we are not such a member, we are a foreign bank, dealer or institution
not eligible for membership in said Association and agree to make no sales
within the United States, its territories or possessions or to persons who are
citizens thereof or residents therein, and in making any sales to comply with
said Association's Rules and Interpretations to the extent applicable to us.

                     ..........................................................
                     Name of Selected Dealer

                     By .......................................................
                     (Authorized Signature)

                     ..........................................................
                     (Print name and title)

                     Address:

                     ..........................................................


                                                     ..........................
Dated as of the date first above written.

                                        4



                                                  Exhibit 3(d)

                          CERTIFICATE OF DESIGNATION OF

                      SERIES A CONVERTIBLE PREFERRED STOCK,

                          PAR VALUE OF $.001 PER SHARE

                                       OF

                           EUROWEB INTERNATIONAL CORP.

         EUROWEB INTERNATIONAL CORP., a corporation organized and existing under
the laws of the State of Delaware (the "Corporation"), hereby certifies that,
pursuant to the authority contained in Article Fourth of its Certificate of
incorporation, as amended, and in accordance with the provisions of Section 151
of the General Corporation Law of the State of Delaware, the Board of Directors
of the Corporation at its meeting on June 2, 1998 duly adopted a resolution
providing for the issuance of a series of 1,500,000 shares of Series A
Convertible Cumulative Redeemable Preferred Stock, which resolution is as
follows:

                  RESOLVED, that pursuant to authority conferred upon the Board
         of Directors by the Certificate of Incorporation, as amended, of the
         Corporation (hereinafter called the "Certificate of Incorporation"),
         the Board of Directors does hereby authorize the issuance of a series
         of Preferred Stock, par value $.001 per share, to be known as the
         Series A Convertible Cumulative Redeemable Preferred Stock and to the
         extent that the voting powers, designations, preferences and relative,
         participating, optional or other special rights, and the
         qualifications, limitations and restrictions thereof, are not set forth
         in the Certificate of Incorporation, does hereby fix and herein state
         and express such voting powers, designations, preferences and relative,
         participating, optional and other special rights, and qualifications,
         limitations and restrictions thereof, as follows (all terms used herein
         which are defined in the Corporation's Certificate of Incorporation
         shall have herein the meanings provided therein):

         (A)      DESIGNATION AND SIZE OF ISSUE

         The distinctive designation of the series shall be "Series A
Convertible Cumulative Redeemable Preferred Stock" (hereinafter referred to as
this "Series"). The number of shares which shall constitute this Series shall be
1,500,000 shares. Each share of this Series shall have a par value of $.001 per
share.

         (B)      DIVIDENDS

         (1) The annual rate of dividends payable on each share of this Series
shall be $.36 per share.

         (2) Dividends shall be payable in cash, annually on the thirtieth day
of April of each year, commencing April 30, 1999 (each such date hereinafter
referred to as a "Dividend Payment Date"), except that if such date is not a
Business Day (as hereinafter defined), then such dividend shall be

                                        1


<PAGE>



payable on the next succeeding calendar day which is a Business Day. Dividends
payable on shares of this Series for the initial dividend period shall be
prorated from the date of original issuance to April 30, 1999 and shall be
computed on the basis of a 360-day year of twelve 30-day months. Dividends shall
be payable to holders of record of the shares of this Series as they appear on
the books of the transfer agent of the Corporation on such respective dates as
may be fixed by the Board of Directors of the Corporation in advance of the
payment of each particular dividend, provided that holders of shares called for
redemption on a redemption date falling between a dividend payment record data
and the Dividend Payment Date shall, in lieu of receiving such dividend payment
on the Dividend Payment Date fixed therefore receive such dividend payment
together with all other accumulated and unpaid dividends, if any, on the date
fixed for redemption (unless such holders convert such shares in accordance with
this resolution, in which case such holders will receive such payment on the
corresponding dividend payment date; see "Conversion Rights" below.)

         (3) In lieu of cash, the Corporation may, at the option of its Board of
Directors, pay dividends in shares of its Common Stock. Shares of Common Stock
issued for such purpose will be valued at the average closing price during the
ten trading days ending on the tenth day before the dividend payment record date
in accordance with the provisions of paragraph (C) (3).

         (4) Dividends payable on shares of this Series will be cumulative and
shall accumulate from date of original issue. Accumulations of dividend. shall
not bear interest.

         (5) So long as any shares of this Series are outstanding, no dividend
(other than a dividend payable in Common Stock or other stock of the Corporation
ranking junior to this Series as to dividends and upon liquidation
(collectively, the "Junior Stock") shall be declared or paid or set aside for
payment, and no other distribution shall be declared or made, upon the Junior
Stock or upon any other stock of the Corporation ranking on a parity with this
Series as to dividends or upon liquidation, nor shall any Junior Stock nor any
other stock or the Corporation ranking on a parity with this Series as to
dividends or upon liquidation be redeemed, purchased or otherwise acquired for
any consideration (or any moneys be paid to or made available for a sinking fund
for the redemption of any shares of any such stock) by the Corporation (except
by conversion into or exchange for Junior Stock of the Corporation), unless, in
each case, the full cumulative dividends on all outstanding shares of this
Series shall have been paid or contemporaneously are declared and paid through
the last Dividend Payment Date. Should dividends not be paid in full upon the
shares of this Series and any other preferred stock ranking on a parity as to
dividends with this Series, all dividends declared upon shares of this Series
and any other stock of the Corporation ranking on a parity as to dividends with
this Series shall be declared pro rata, so that the amount of dividends declared
per share on this Series and such other preferred stock shall in all cases bear
to each other the same ratio that accumulated dividends per share on the shares
of this Series and such other stock bear to each other. Holders of shares of
this Series shall not be entitled to any dividends, whether payable in cash,
property or stock, in excess of full cumulative dividends, as herein provided,
on this Series. No interest, or sum of money in lieu of interest, shall be
payable in respect of any dividend payment or payments on this Series which may
be in arrears.

         (C)      REDEMPTION

         (1) The Corporation, at the option of the Board of Directors, may,
subject to the provisions of Sections (C) (2) and (C) (8) hereof, redeem at any
time or from time to time on or after ________

                                        2


<PAGE>



__, 1999 or such earlier date after ______ __, 1998 as may be designated by J.W.
Barclay & Co., Inc., all or any part of the outstanding shares of this Series.
The redemption price of each share of this Series called for redemption shall be
$7.20, together with accumulated and unpaid dividends to the date fixed for
redemption.

         (2) Notwithstanding the provisions of Section (C) (1) above, the
Corporation may not redeem any shares of this Series unless the Closing Price
(as determined in Section (C)(3)) of the Corporation's Common Stock shall have
equaled or exceeded $__ per share for at least twenty (20) Trading Days (as
hereinafter defined) within thirty (30) consecutive Trading Days ending within
five Trading Days prior to the date notice of redemption is mailed. For purposes
of this resolution, Trading Day means, so long as the Common Stock is listed or
admitted to trading on NASDAQ, a day on which NASDAQ is open for the transaction
of business, or if the Common Stock is not listed or admitted to trading on
NASDAQ, a day on which the principal national securities market on which the
Common Stock is listed is open for the transaction of business.

         (3) For purposes of this resolution, the closing Price of the
Corporation's Common Stock shall be the last sale price as reported on NASDAQ,
or, in case no such sales take place on such day, the average or the closing bid
and asked prices on NASDAQ, or, if the Common Stock is not listed or admitted to
trading on NASDAQ, on the principal national securities market on which the
Common Stock is traded or admitted to trading, or, if it is not traded on any
national securities market, the average of the closing bid and asked prices as
furnished by member firm of the NASD selected from time to time by the Board of
Directors of the Corporation for such purpose.

         (4) In the event that fewer than all the outstanding shares of this
Series are to be redeemed, the number of shares to be redeemed shall be
determined by the Board of Directors, and the shares to be redeemed shall be
determined by lot or by any other method as may be determined by the Board of
Directors in its sole discretion to be equitable.

         (5) In the event the Corporation shall redeem shares of this Series,
notice of such redemption shall be given by first class mail, postage prepaid,
mailed not less than thirty (30) nor more than sixty (60) days prior to the
redemption date, to each record holder of the shares to be redeemed, at such
holder's address as the same appears on the books of the Corporation. Each such
notice shall state: (i) the redemption date; (ii) the total number of shares of
this Series to be redeemed and, if fewer than all the shares held by such holder
are to be redeemed, the number of such shares to be redeemed from such holder;
(iii the redemption price; (iv) the place or places where certificates for such
shares are to be surrendered for payment or the redemption price and any
requirements as to endorsement of assignment for transfer; (v) that dividends on
the shares to be redeemed will cease to accrue on such redemption date; and (vi)
the conversion rights of the shares to be redeemed, the period within which
conversion rights may be exercised, and the conversion rate at the time
applicable.

         (6) If notice shall have been given as provided in Section (C)(5) and
the Corporation shall have provided monies at the time and place specified for
the payment of the redemption price pursuant to such notice, including any
accrued and unpaid dividends to and including the date fixed for redemption,
then from and after the redemption date, dividends on the shares of this Series
so called for redemption shall cease to accrue, such shares shall no longer be
deemed to be outstanding, and all rights of the holders thereof as stockholders
of the Corporation (except the right to receive from the Corporation the
redemption price without interest thereon) shall cease. Upon surrender (in
accordance

                                        3


<PAGE>



with the notice) of the certificates for any shares so redeemed (properly
endorsed or assigned for transfer, if the Board of Directors of the Corporation
shall so require and the notice shall so state), such shares shall be redeemed
by the Corporation at the redemption price set forth in Section (C) (1) In case
fewer than all the shares represented by any such certificate are to be
redeemed, a new certificate shall be issued representing the unredeemed shares,
without cost to the holder thereof.

         (7) Any shares of this Series which have been redeemed shall, after
such redemption, have the status of authorized but unissued shares of Preferred
Stock, without designation as to series, until such shares are once more
designated as part of a particular series by the Board or Directors.

         (8) Notwithstanding the foregoing provisions of this Section (C),
unless the full cumulative dividends on all outstanding shares of this series
and any other preferred stock ranking on a parity with this Series shall have
been paid or contemporaneously are declared and paid for all past dividend
periods through the last Dividend Payment Date, no shares of this Series shall
be redeemed, and the Corporation shall not purchase or otherwise acquire any
shares of this Series.

         (D)  CONVERSION RIGHTS

         (1) Each holder of a share of this Series shall have the right, at any
time on or after __________ __, 199_, or such earlier date after __________ __,
199_ as may be designated by J.W. Barclay & Co., Inc., or, as to any share of
this series called for redemption, at any time on or after __________ __, 199_,
or such earlier date after __________ __, 199_ as may be designated by J.W.
Barclay & Co., Inc., and prior to the close of business on the date fixed for
such redemption, to convert such share into fully paid and nonassessable shares
of Common Stock of the Corporation at a rate of ___ (__) shares of Common Stock
for each share of this Series, subject to adjustment as provided in this Section
(D).

         (2) If any shares of this Series are surrendered for conversion
subsequent to the record date preceding a Dividend Payment Date but on or prior
to such Dividend Payment Date (except shares called for redemption on a
redemption date between such record date or Dividend Payment Date) the
registered holder of such shares at the close of business on such record date
shall be entitled to receive the dividend payable on such shares on such
Dividend Payment Date notwithstanding the conversion thereof. However, the
shares or this Series so surrendered for conversion subsequent to the record
date and prior to the Dividend Payment Date (other than shares called for
redemption on a redemption date in such period) must be accompanied by payment
of an amount equal to the dividend payment to be received on such Dividend
Payment Date with respect to such shares surrendered for conversion, provided,
however, no such payment need be made if, at the time for conversion, dividends
payable in the shares of this Series are in arrears for more than 30 days beyond
the previous Dividend Payment Date. Except as provided above, the Corporation
shall make no payment or allowance for unpaid dividends, whether or not in
arrears, on converted shares or for dividends on the shares of Common Stock
issued upon such conversion.

         (3) The Corporation shall not be required, in connection with any
conversion of shares of this Series, to issue a fraction of a share of its
Common Stock, but in lieu thereof the Corporation shall "round" up any
fractional shares over 50% of a share to a full share of Common Stock and round
down any fractional share under 50% of a share.

                                        4


<PAGE>



         (4) Any holder of shares of this Series electing to convert such shares
into Common Stock shall surrender the certificate or certificates for such
shares at the office of the Transfer Agent therefor (or at such other place as
the Corporation may designate by notice to the holders of shares of this Series)
during regular business hours, duly endorsed to the Corporation or in blank, or
accompanied by instruments of transfer to the Corporation or in blank, in form
satisfactory to the Corporation, and shall give written notice to the
Corporation at such office that much holder elects to convert such shares of
this Series. The Corporation shall, as soon as practicable (subject to Section
(D)(6)(f) hereof) after such deposit of certificates for shares of this Series,
accompanied by the written notice above prescribed and the payment of cash in
the amount required by Section (D)(2), issue and deliver at such office to the
holder for whose account such shares were surrendered, or to his nominee,
certificates representing the number of shares of Common Stock and the cash, if
any, to which such holder is entitled upon such conversion.

         (5) Conversion shall be deemed to have been made as of the date of
surrender of certificates for the shares of this Series to be converted, and the
giving of written notice and payment, as prescribed in Section (D) (2) and (1))
(4); and the person entitled to receive the Common Stock issuable upon such
conversion shall be treated for all purposes as the record holder of such Common
Stock on such date. The Corporation shall not be required to deliver
certificates for shares of its Common Stock while the stock transfer books for
such stock or for this Series are duly closed for any purpose, but certificates
for shares of Common Stock shall be issued and delivered as soon as practicable
after the opening of such books.

         (6) The conversion rate shall be adjusted from time to time as follows:

                  (a) In case the Corporation shall, at any time or from time to
         time while any of the shares of this Series are outstanding, (i) issue
         shares of its Common Stock as a dividend or distribution on the Common
         Stock, (ii) subdivide its outstanding shares of Common Stock, or (iii)
         combine its outstanding shares of Common Stock into a smaller number of
         shares, the conversion rate in effect immediately prior to such action
         shall be adjusted so that the holder of any shares of this Series
         thereafter surrendered for conversion shall be entitled to receive the
         number of shares of capital stock of the Corporation which such holder
         would have owned or have been entitled to receive immediately following
         such action had such shares of this Series been converted immediately
         prior thereto. An adjustment made pursuant to this Section (D) (6) (a)
         shall become effective retroactively to immediately after the opening
         of business on the day following the record date in the case of a
         dividend and shall become effective immediately on the opening of
         business on the day following the effective date in the case of a
         subdivision or combination. If, as a result of an adjustment made
         pursuant to this Section (D)(6) (a), the holder of any shares of this
         Series thereafter surrendered for conversion shall become entitled to
         receive shares of two or more classes of capital stock of the
         Corporation, the Board of Directors (whose determination shall be
         conclusive) shall determine the allocation of the adjusted conversion
         rate between or among shares of such classes of capital stock.

                  (b) In case the Corporation shall, at any time or from time to
         time while any of the shares of this Series are outstanding, issue
         rights, options or warrants to all holders of shares of its Common
         Stock entitling them to subscribe for or acquire shares of Common Stock
         (or securities convertible into or exchangeable for Common Stock) at a
         price per share less than the current Market Price per share of Common
         Stock (as defined in Section (D)(6)(d)), at such

                                        5


<PAGE>



         record date, the conversion rate shall be adjusted so that it shall
         equal the rate determined by multiplying the conversion rate in effect
         immediately prior to the date of issuance of such rights or warrants by
         a fraction, the numerator of which shall be the number of shares of
         Common Stock outstanding immediately prior to the date of issuance of
         such rights. options or warrants plus the number of additional shares
         of Common Stock offered for subscription or purchase, and the
         denominator of which shall be the number of shares of Common Stock
         outstanding immediately prior to the date of issuance of such rights,
         options or warrants plus the number of shares which the aggregate
         offering price of the total number of shares so offered would purchase
         at such current Market Price. For the purposes of this Section
         (D)(6)(b), the issuance of rights, options or warrants to subscribe for
         or purchase securities convertible into Common Stock shall be deemed to
         be the issuance of rights, options or warrants to purchase the shares
         of Common Stock into which such securities are convertible at an
         aggregate offering price equal to the aggregate offering price of such
         securities plus the minimum aggregate amount (if any) payable upon
         conversion of such securities into shares of Common Stock; provided,
         however, that if all of the shares of Common Stock subject to such
         rights, options or warrants have not been issued when such rights,
         options or warrants expire, then the conversion rate shall promptly be
         readjusted to the conversion rate which would then be in effect had the
         adjustment upon the issuance of such rights or warrants been made on
         the basis of the actual number of shares of Common Stock issued upon
         the exercise of such rights, options or warrants. An adjustment made
         pursuant to this Section (D)(6)(b) shall become effective retroactively
         immediately after the record date for the determination of stockholders
         entitled to receive such rights, options or warrants.

                  (c) In case the Corporation shall, at any time or from time to
         time while any of the shares of this Series are outstanding, distribute
         to all holders of shares of its Common Stock evidences of its
         indebtedness or securities or assets (excluding cash dividends payable
         out of consolidated earnings or retained earnings or dividends payable
         in shares of Common Stock) or rights; options or warrants to subscribe
         for securities of the Corporation or any of its subsidiaries (excluding
         those referred to in Section (D)(6)(b)), then in each such case the
         conversion rate shall be adjusted so that it shall equal the rate
         determined by multiplying the conversion rate in effect immediately
         prior to the date of such distribution by a fraction, the numerator of
         which shall be the current Market Price per share (determined as
         provided in Section (D)(6)(d)) of the Common Stock on the record date
         referred to below, and the denominator of which shall be such current
         Market price per share of the Common Stock less the then fair market
         value (as determined by the Board of Directors of the Corporation,
         whose determination shall be conclusive) of the portion of the assets
         or evidences of indebtedness or securities or assets so distributed or
         of such subscription rights, options or warrants applicable to one
         share of Common Stock. Such adjustment shall become effective
         retroactively immediately after the record date for the determination
         or stockholders entitled to receive such distribution.

                  (d) For the purpose of any computation under Section (D)(6)(b)
         and (D)(6)(c), the current Market Price of a share of Common Stock (the
         "Market Price") on any date shall be the average of the daily Closing
         Prices for ten (10) consecutive Trading Days before the day in
         question.

                                        6


<PAGE>



                  (e) The Corporation shall be entitled to make such additional
         adjustments in the conversion rate, in addition to those required by
         subsections D(6)(a), D(6)(b) and D(6)(c), as shall be necessary in
         order that any dividend or distribution in shares of stock, subdivision
         or combination of shares of Common Stock, issuance of rights, options
         or warrants, evidences of indebtedness or assets (other dividends
         payable out of consolidated earnings or retained earning.) referred to
         above, shall not be taxable to the Stockholders.

                  (f) In any case in which this Section (D)(6) shall require
         that an adjustment be made retroactively immediately following a record
         date, the Corporation may elect to defer (but only for five (5)
         Business Days following the filing of the statement referred to in
         Section (D)(6)(h)) issuing to the holder of any shares of this Series
         converted after such record date (i) the shares of Common Stock and
         other capital stock of the Corporation issuable upon such conversion
         over and above (ii) the shares of Common Stock and other capital stock
         of the Corporation issuable upon such conversion on the basis of the
         conversion rate prior to adjustment.

                  (g) Notwithstanding any other provisions of this Section
         (D)(6), the Corporation shall not be required to make any adjustment of
         the conversion rate unless such adjustment would require an increase or
         decrease of at least 1% in such rate. However, an adjustment not made
         shall be carried forward and shall be made at the time of and together
         with the next subsequent adjustment which, together with any adjustment
         or adjustments so carried forward, shall amount to an increase or
         decrease of at least l% in such rate.

                  (h) Whenever an adjustment in the conversion rate is required,
         the Corporation shall forthwith place on file with its Transfer Agent a
         statement signed by its Chief Executive Officer, Chief Financial
         Officer, Chief Operating Officer or a Senior Vice president and by its
         Secretary, Assistant Secretary or Treasurer, stating the adjusted
         conversion rate determined as provided herein. Such statements shall
         set forth in reasonable detail such facts as shall be necessary to show
         the reason and the manner of computing such adjustment. Promptly after
         the adjustment of the conversion rate, the Corporation shall mail a
         notice thereof to each holder of shares of this Series briefly stating
         the facts requiring the adjustment and the manner of computing it.

                  (i) The term "Common Stock" as used in this resolution means
         the Corporation's Common Stock, $.001 par value, as the same exists as
         of the date of the Certificate of Designation relating to this Series
         or any other class of stock resulting from successive changes or
         reclassifications of such Common Stock consisting solely of changes in
         par value, or from par value to no par value, or from no par value to
         par value. In the event that at any time as a result of an adjustment
         made pursuant to Section (D) (6) (a), the holder of any share or this
         Series thereafter surrendered for conversion shall become entitled to
         receive any shares of the Corporation other than shares of its Common
         Stock, the conversion rate of such other shares so receivable upon
         conversion of any share shall be subject to adjustment from time to
         time in a manner and on terms as nearly equivalent as practicable to
         the provisions with respect to Common Stock contained in subparagraphs
         (a) through (h) of this Section (D)(6), and the provisions of Section
         (D)(1) through (5) and (7) through (11) with respect to the Common
         Stock shall apply on like or similar terms to any such other shares.

                                        7


<PAGE>



         (7) In case of (a) any reclassification or change of outstanding shares
of Common Stock issuable upon conversion of shares of this Series (other than a
change in par value or from par value to no par value or from no par value to
par value, or as a result of a subdivision or combination), or (b) any
consolidation or merger of the Corporation with or into one or more other
corporations (other than a consolidation or merger in which the Corporation is
the continuing corporation and which does not result in any reclassification or
change of outstanding shares of Common Stock issuable upon conversion of shares
of this Series), or (c) any sale or conveyance to another corporation or other
entity of all or substantially all of the assets of the Corporation, then,
subject to the applicable rights of the holders upon a Change in Control (as
hereinafter defined), the Corporation, or much successor corporation or other
entity, as the case may be, shall make appropriate provision so that the holder
of each share of this Series then outstanding shall have the right to receive on
conversion the consideration that the holder would have received had he
converted immediately prior to such event. The provisions of this Section (D)(7)
shall apply similarly to successive consolidations, mergers, sales or
conveyances.

         (8) Any shares of this Series which shall at any time have been
converted shall, after such conversion, have the status of authorized but
unissued shares of Preferred Stock, without designation as to series until such
shares are once more designated as part of a particular series by the Board of
Directors. The Corporation shall at all times reserve and keep available out of
its authorized but unissued stock, for the purpose of effecting the conversion
of the shares of this Series, such number of its duly authorized shares of
Common Stock as shall from time to time be sufficient to effect the conversion
of all outstanding shares of this Series; provided, however, that nothing
contained herein shall preclude the Corporation from satisfying its obligations
in respect of the conversion of the shares by delivery of purchased shares of
Common Stock which are held in the treasury of the Corporation.

         (9) If any shares of Common Stock required to be reserved for purposes
of conversion of shares of this Series hereunder require registration with or
approval of any governmental authority before much shares may be issued upon
conversion, the Corporation shall cause such shares to be duly registered or
approved, as the case may be. The Corporation will use its reasonable best
efforts to list the shares of Common Stock required to be delivered upon
conversion of shares of this Series prior to such delivery upon each national
securities exchange and the NASDAQ Stock Market upon which the outstanding
Common Stock is listed at the time of such delivery.

         (10) The Corporation shall pay any and all issue or other taxes that
may be payable in respect of any issue or delivery of shares of Common Stock on
conversion of shares of this Series pursuant hereto. The Corporation shall not,
however, be required to pay any tax which is payable in respect of any transfer
involved in the issue or delivery of Common Stock in a name other than that in
which the shares of this Series so converted were registered, and no such issue
or delivery shall be made unless and until the person requesting such issue has
paid to the Corporation the amount of such tax, or has established, to the
satisfaction of the Corporation, that such tax has been paid.

         (E)  VOTING

         (1) Except as otherwise provided by Delaware General Corporation Law
and as may be provided herein, each share of this Series shall be entitled to
one vote per share voting together with the Corporation's Common Stock.

                                        8


<PAGE>



                  (a) If and whenever at any time or times dividends payable on
         shares of this Series shall have been in arrears and unpaid in an
         aggregate amount equal to or exceeding the amount of dividends payable
         thereon for two dividend periods, then the holders of shares of this
         Series shall have the right, voting separately as a class with any
         other series of preferred stock so entitled as provided in the
         certificate of designation of such series, to elect two (2) directors
         of the Corporation, such directors to be in addition to the number of
         directors constituting the Board of Directors immediately prior to the
         accrual of such right, the remaining directors to be elected by the
         other class or classes of stock entitled to vote therefor at each
         meeting of stockholders held for the purpose of electing directors.

                  (b) Such voting right may be exercised initially either at a
         special meeting of the holders of this Series having such voting right,
         called as hereinafter provided, or at any annual meeting of
         stockholders held for the purpose of electing directors, and thereafter
         at each such annual meeting. The right of the holders of this Series to
         vote for the election of such members of the Board of Directors of the
         Corporation as aforesaid shall continue until such time as all
         dividends accumulated on the shares of this Series shall have been paid
         in full, at which time such voting right of the holders of this Series
         shall terminate and, if such voting right of the holders of this Series
         and all other series of preferred stock so entitled shall have
         terminated, subject to the requirements of the General Corporation Law
         of Delaware, the term of the directors elected pursuant to Section
         (E)(l)(a) shall terminate, subject to revesting on the basis set forth
         in Section (E)(l)(a).

                  (c) At any time when such voting right shall have vested in
         holders of this Series, and if such right shall not already have been
         initially exercised, a proper officer of the Corporation shall, upon
         the written request of the record holders of 10% in number of shares of
         this Series then outstanding, addressed to the Secretary of the
         Corporation, call a special meeting of the holders of this Series and
         of any other class or classes of stock having voting power with respect
         to the election of much directors. Such meeting shall be held at the
         earliest practicable date upon the notice required for annual meetings
         of stockholders at the place for holding annual meetings of
         stockholders of the Corporation or, if none, at a place designated by
         the Board of Directors. If such meeting is not called by the proper
         officers of the Corporation within 30 days after the personal service
         of such written request upon the Secretary of the Corporation, or
         within 35 days after mailing the same within the United States of
         America, by registered mail, addressed to the Secretary of the
         Corporation at its principal office (such mailing to be evidenced by
         the registry receipt issued by the postal authorities), then the record
         holders of 10% in number of shares of this Series then outstanding may
         designate in writing one of their number to call such meeting at the
         expense of the Corporation, and such meeting may be called by such
         person so designated upon the notice required for annual meetings of
         stockholders and shall be held at the same place as is elsewhere
         provided for in this Section (E)(l)(c) or such other place as is
         selected by such designated stockholder. Any holder of this Series who
         would be entitled to vote at such meeting shall have access to the
         stock books of the Corporation for the purpose of causing a meeting of
         stockholders to be called pursuant to the provisions of this Section
         (E) (I). Notwithstanding the provisions of this Section (E) (1), no
         such special meeting shall be called during a period within 90 days
         immediately preceding the date fixed for the next annual meeting of
         stockholders.

                                        9


<PAGE>



                  (d) At any meeting held for the purpose of electing directors
         at which the holders of this Series shall have the right to elect two
         directors as provided herein, the presence in person or by proxy of the
         holders of a majority of the then outstanding shares of this Series
         having such right shall be required and shall be sufficient to
         constitute a quorum of such class for the election of directors by such
         class. At any such meeting or adjournment thereof (i) the absence of a
         quorum of the holders of shares of this Series having such right shall
         not prevent the election of directors other than those to be elected by
         the holders of shares of this Series, and the absence of a quorum or
         quorums of the holders or capital stock entitled to elect such other
         directors shall not prevent the election of directors to elected by the
         holders of shares of this Series entitled to elect such directors and
         (ii) except as otherwise required by law, in the absence of a quorum of
         the holders of any class of stock entitled to vote for the election of
         directors, a majority of the holders of a class present in person or by
         proxy or such class shall have the power to adjourn the meeting for the
         election of directors which the holders of such class are entitled to
         elect, from time to time, without notice other than announcement at the
         meeting, until a quorum is present.

                  (e) Any vacancy in the Board of Directors in respect of a
         director elected by holders of shares of this Series pursuant to the
         voting right created under this Section (E)(l) shall be filled by vote
         of the remaining director so elected, or if there be no such remaining
         director, by the holders of shares of this Series entitled to elect
         such director or directors at a special meeting called in accordance
         with the procedures set forth in Section (E)(l)(c), or, if no such
         special meeting is called, at the next annual meeting of stockholders.

                  (f) So long as any shares of thin Series remain outstanding,
         the Corporation shall not, either directly or indirectly, without the
         affirmative vote at a meeting or the written consent with or without a
         meeting of the holders of at least a majority in number of shares of
         this Series then outstanding, (i) amend, alter or repeal any or the
         provisions of the Certificate of Designation relating to this Series or
         the Certificate of Incorporation, or authorize any reclassification of
         the shares of this Series, so as in any such came to affect adversely
         the preferences, special rights or privileges or voting power of the
         shares of this Series, or (ii) authorize or create any class of stock
         ranking prior to the shares of this Series as to dividends or
         distribution of assets on liquidation, or create or issue or increase
         the authorized number of shares of any series of the Corporation's
         authorized preferred stock ranking prior to the shares of this Series
         as to dividends or distribution on liquidation.

                  (q) In exercising the voting rights set forth in this Section
         (E) (1), each share of this Series entitled to such voting right shall
         have equal voting power, notwithstanding any greater or lesser general
         voting powers of one or more series of preferred stock.

         (2) No consent of holders of shares of this Series shall be required
for (i) the creation of any indebtedness of any kind of the Corporation, (ii)
the authorization or issuance of any class of stock of the Corporation junior to
or on a parity to the shares of this Series as to dividends and upon
liquidation, dissolution or winding up of the Corporation or (iii) subject to
Section (E) (1) (f), the issuance of any shares of preferred stock.

                                       10


<PAGE>



         (F)      LIQUIDATION RIGHTS

         (1) Upon the dissolution, liquidation or winding up of the Corporation,
whether voluntary or involuntary, the holders of the shares of this Series shall
be entitled to receive out of the assets of the Corporation available for
distribution to stockholders, before any payment or distribution shall be made
on the Common Stock or on any other class of stock ranking junior to this Series
upon liquidation, liquidating distribution in the amount of $6.00 per share,
plus all accumulated and unpaid dividends to the date of final liquidation.

         (2) Neither the sale, lease or exchange (for cash, shares of stock,
securities or other consideration) of all or substantially all the property and
assets of the Corporation nor the merger or consolidation of the Corporation
into or with any other corporation or the merger or consolidation or any other
corporation into or with the Corporation, shall be deemed to be a dissolution,
liquidation or winding up, voluntary or involuntary, for the purposes of this
Section (F).

         (3) After the payment to the holders of the shares of this Series of
the full preferential amounts provided for in this section (7), the holders of
this Series as such shall have no rights or claims to any of the remaining
assets of the Corporation.

         (4) In the event the assets of the Corporation available for
distribution upon any dissolution, liquidation or winding up of the Corporation,
whether voluntary or involuntary, shall he insufficient to pay the full
preferential amounts to which such holders are entitled pursuant to Section
(F)(l), no such distribution shall be made on account of any shares of any other
class or series of preferred stock ranking on a parity with the shares of this
Series upon such dissolution, liquidation or winding up unless proportionate
distributive amounts shall be paid on account of the shares of this Series,
ratably, in proportion to the full distributable amounts for which holders of
all such parity shares are respectively entitled upon such dissolution,
liquidation or winding up.

         (G)      PRIORITY

         (1) For purposes of this resolution, any stock of any class or series
of the Corporation shall be deemed to rank:

                  (i) Prior to the shares of this Series, either as to dividends
         or upon liquidation, if the holders of such class or classes shall be
         entitled to the receipt of dividends or of amounts distributable upon
         dissolution, liquidation or winding up of the Corporation, whether
         voluntary or involuntary, as the case may be, in preference or priority
         to the holders of shares of this Series;

                  (ii) On a parity with shares of this Series, either as to
         dividends or upon liquidation, whether or not the dividend rates,
         Dividend Payment Dates, or redemption or liquidation prices per share
         or sinking fund provisions, if any, are different from those of this
         Series, if the holders of such stock are entitled to the receipt of
         dividends or of amounts distributable upon dissolution, liquidation or
         winding up of the Corporation, whether voluntary or involuntary, in
         proportion to their respective dividend rates or liquidation prices,
         without preference or priority, one over the other, as between the
         holders of such stock and the holders of shares of this Series; and

                                       11


<PAGE>


                  (iii) Junior to shares of this Series, either as to dividends
         or upon liquidation, if such class or series shall be Common Stock or
         if the holders of shares of this Series shall be entitled to receipt of
         dividends or of amounts distributable upon dissolution, liquidation or
         winding up of the Corporation, whether voluntary or involuntary, as the
         case may be, in preference or priority to the holders of shares of such
         class or series.

                  IN WITNESS WHEREOF, EuroWeb International Corp. has caused
         this certificate to be signed and attested this ___ day of
         ______________..

                                              EUROWEB INTERNATIONAL CORP.

                                              By:
                                                  -------------------------
                                                  Frank R. Cohen, Secretary

                                       12







                                                       Exhibit 4(f)

                      ---------------------------------------


                           EuroWeb International Corp.

                                       and

                     American Stock Transfer & Trust Company

                                 --------------


                                Warrant Agreement

                                 --------------


                         Dated as of _____________, 1998

                      ---------------------------------------




<PAGE>
<TABLE>
<CAPTION>

                        TABLE OF CONTENTS

                                                                                                               PAGE

<S>                                                                                  <C>
PARTIES...............................................................................1

RECITALS............................................................................  1

Sec.  1.  Appointment of Warrant Agent..............................................  1
Sec.  2.  Form of Warrant...........................................................  1
Sec.  3.  Countersignature and Registration.........................................  2
Sec.  4.  Transfers and Exchanges...................................................  2
Sec.  5.  Exercise of Warrants......................................................  2
Sec.  6.  Payment of Taxes..........................................................  3
Sec.  7.  Mutilated or Missing Warrants.............................................  3
Sec.  8.  Reservation of Common Stock...............................................  4
Sec.  9.  Warrant Price.............................................................  4
Sec. 10.  Adjustments...............................................................  5
Sec. 11.  Fractional Interest.......................................................  9
Sec. 12.  Notices to Warrantholders.................................................  9
Sec. 13.  Disposition of Proceeds on Exercise of Warrants........................... 10
Sec. 14.  Merger or Consolidation or Change of Name ofWarrant Agent................. 10
Sec. 15   Redemption................................................................ 11
Sec. 16.  Duties of Warrant Agent................................................... 12
Sec. 17.  Change of Warrant Agent................................................... 13
Sec. 18.  Identity of Transfer Agent................................................ 14
Sec. 19.  Notices................................................................... 14
Sec. 20.  Supplements and Amendments................................................ 15
Sec. 21.  Successors................................................................ 15
Sec. 22.  Governing Law............................................................. 15
Sec. 23.  Benefits of this Agreement................................................ 15
Sec. 24.  Counterparts.............................................................. 15

TESTIMONIUM......................................................................... 16

SIGNATURES.......................................................................... 16

</TABLE>

EXHIBIT A - (Form of Common Stock Purchase Warrant, prior to Separation Date,
               including Election to Purchase and Assignment)

EXHIBIT B -  (Form of Common Stock Purchase Warrant, after  Separation Date,
               including Election to Purchase and Assignment)


<PAGE>





         WARRANT AGREEMENT dated as of ________________, 1998, between EuroWeb
International Corp., a Delaware corporation, (hereinafter called the "Company")
and American Stock Transfer & Trust Company, as warrant agent (hereinafter
called the "Warrant Agent"); and

         WHEREAS, the Company proposes to issue and sell up to __________ Common
Stock Purchase Warrants, each Warrant entitling the registered holder thereof to
purchase one share of Common Stock of the Company, (the "Warrants"); and

         WHEREAS, the Company desires the Warrant Agent to act on behalf of the
Company, and the Warrant Agent is willing so to act, in connection with the
issuance, registration, transfer, exchange and exercise of the Warrants.

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

         Section 1.  APPOINTMENT OF WARRANT AGENT.

         The Company hereby appoints the Warrant Agent to act as Agent for the
Company in accordance with the instructions hereinafter set forth in this
Agreement and the Warrant Agent hereby accepts such appointment.

         Section 2.  FORM OF WARRANT.

         The Warrants are to be initially issued as components of Units, each
Unit consisting of one share of Preferred Stock and two Warrants, and the shares
of Preferred Stock and the Warrants will not be separable, and the Warrants will
not be exercisable or redeemable, prior to _________________, 1999 or such
earlier date after _______________, 1998 as designated by J.W. Barclay & Co.,
Inc. (herein referred to as the "Separation Date"). Until the Separation Date,
the Warrants shall be evidenced by Unit certificates in the form annexed hereto
as Exhibit A, and after the Separation Date, the Warrants may be represented by
such certificates or by certificates in the form annexed hereto as Exhibit B.

         The per share warrant price and the number of shares issuable upon
exercise of the Warrants are subject to adjustment upon the occurrence of
certain events, all as hereinafter provided. The Warrants shall be executed on
behalf of the Company by the manual or facsimile signature of the present or any
future Chairman, President or Vice President of the Company, attested by the
manual or facsimile signature of the present or any future Secretary or
Assistant Secretary of the Company.

         Warrants shall be dated as of the date of issuance by the Warrant Agent
either upon initial issuance or upon transfer or exchange.

                                        1


<PAGE>



         Section 3.  COUNTERSIGNATURE AND REGISTRATION.

         The Warrant Agent shall maintain books for the transfer and
registration of the Warrants. Upon the initial issuance of the Warrants, the
Warrant Agent shall issue and register the Warrants in the names of the
respective holders thereof. The Warrants shall be countersigned manually or by
facsimile by the Warrant Agent (or by any successor to the Warrant Agent then
acting as warrant agent under this Agreement) and shall not be valid for any
purpose unless so countersigned. Warrants may be so countersigned, however, by
the Warrant Agent (or by its successor as warrant agent) and be delivered by the
Warrant Agent, notwithstanding that the persons whose manual or facsimile
signatures appear thereon as proper officers of the Company shall have ceased to
be such officers at the time of such countersignature or delivery, provided such
persons were proper officers of the Company at the time of such original
signing.

         Section 4.  TRANSFERS AND EXCHANGES.

         The Warrants cannot be transferred separately from the Preferred Stock
with which they are to be issued prior to the Separation Date. The Warrant Agent
shall transfer, from time to time after the Separation Date, any outstanding
Warrants upon the books to be maintained by the Warrant Agent for that purpose,
upon surrender thereof for transfer properly endorsed or accompanied by
appropriate instructions for transfer. Upon any such transfer, a new Warrant
shall be issued to the transferee and the surrendered Warrant shall be canceled
by the Warrant Agent. Warrants so canceled shall be delivered by the Warrant
Agent to the Company from time to time upon request. Warrants may be exchanged
at the option of the holder thereof, when surrendered at the office of the
Warrant Agent, for another Warrant, or other Warrants of different
denominations, of like tenor and representing in the aggregate the right to
purchase a like number of shares of Common Stock.

         Section 5.  EXERCISE OF WARRANTS.

         Subject to the provisions of this Agreement, each registered holder of
Warrants shall have the right, which may be exercised commencing at the opening
of business New York City time on the Separation Date and terminating at 5:00
p.m., New York City time, on _____________, 2003 (the "Expiration Date"), to
purchase from the Company (and the Company shall issue and sell to such
registered holder of Warrants) the number of fully paid and non-assessable
shares of Common Stock specified in such Warrants, upon surrender to the Company
at the office of the Warrant Agent of such Warrants, with the form of election
to purchase on the reverse thereof duly filled in and executed, and upon payment
to the Company of the Warrant Price, determined in accordance with the
provisions of Sections 9 and 10 of this Agreement, for the number of shares in
respect of which such Warrants are then exercised. Payment of such Warrant Price
shall be made in cash or by check, bank draft or postal or express money order
payable, in United States dollars, to the order of the Company in New York
Clearing House funds. No adjustment shall be made for any dividends on any
shares of Common Stock issuable upon exercise of a Warrant. Subject to Section
6, upon such surrender of the Warrants and payment of the Warrant Price as
aforesaid, the Company shall issue and cause to be delivered with all reasonable
dispatch, upon the written order of the registered holder

                                        2


<PAGE>



of such Warrants, and in such name or names as such registered holder may
designate, a certificate or certificates for the number of full shares of Common
Stock so purchased upon the exercise of such Warrants. No fractional shares of
Common Stock will be issued; any fraction of a share issuable upon exercise
shall be purchased in accordance with section 11. Such certificate or
certificates shall be deemed to have been issued and any person so designated to
be named therein shall be deemed to have become a holder of record of such
shares as of the date of the surrender of such Warrants and payment of the
Warrant Price as aforesaid; provided, however, that if, at the date of surrender
of such Warrants and payment of such Warrant Price, the transfer books for the
shares of Common Stock or other class of stock purchasable upon the exercise of
such Warrants shall be closed, the certificates for the shares in respect to
which such Warrants are then exercised shall be deemed to have been issued as of
the date on which such books shall be opened (whether before, on or after the
Expiration Date) and until such date the Company shall be under no duty to
deliver any certificate for such shares; provided, further, however, that such
transfer books, unless otherwise required by law or by applicable rule of any
national securities exchange, shall not be closed at any one time for a period
longer than 20 days. The rights of purchase represented by the Warrants shall be
exercisable, at the election of the registered holders thereof, either as an
entirety or from time to time for part only of the shares specified therein and,
in the event that any Warrant is exercised in respect of fewer than all of the
shares specified therein at any time prior to the Expiration Date, a new Warrant
or Warrants will be issued to such registered holder for the remaining number of
shares specified in the Warrant so surrendered, and the Warrant Agent is hereby
irrevocably authorized to countersign and to deliver the required new Warrants
pursuant to the provisions of this Section and of Section 3 of this Agreement;
and the Company, whenever requested by the Warrant Agent, will supply the
Warrant Agent with Warrants duly executed on behalf of the Company for such
purpose. After the respective Expiration Dates of the Warrants any such Warrants
which have not been exercised shall be void.

         Section 6.  PAYMENT OF TAXES.

         The Company will pay any documentary stamp taxes attributable to the
issuance of Common Stock upon the exercise of the Warrants by the registered
holder thereof; provided, however, that the Company shall not be required to pay
any tax or taxes which may be payable in respect to any transfer of a Warrant or
in respect to any transfer involved in the issue or delivery of any certificates
for shares of Common Stock in a name other than that of the registered holder of
Warrants in respect of which such shares are issued, and in such case neither
the Company nor the Warrant Agent shall be required to issue or deliver any
certificate for shares of Common Stock or any Warrant until the person
requesting the same has paid to the Company or Warrant Agent the amount of such
tax or has established to the Company's and to the Warrant Agent's satisfaction
that such tax has been paid.

         Section 7.  MUTILATED OR MISSING WARRANTS.

         In case any of the Warrants shall be mutilated, lost, stolen or
destroyed, the Company may in its discretion issue, and the Warrant Agent shall
then countersign and deliver, in exchange and substitution for and upon
cancellation of the mutilated Warrant, or in lieu of and substitution for the

                                        3


<PAGE>



Warrant lost, stolen or destroyed, a new Warrant of like tenor and representing
an equivalent right or interest, but only upon receipt of evidence satisfactory
to the Company and the Warrant Agent of such loss, theft or destruction of such
Warrant and, in the case of a lost, stolen or destroyed Warrant, indemnity, if
requested, also satisfactory to them. Applicants for such substitute Warrants
shall also comply with such other reasonable regulations and pay such reasonable
charges as the Company or the Warrant Agent may prescribe.

         Section 8.  RESERVATION OF COMMON STOCK.

         There has been reserved, and the Company shall at all times keep
reserved, out of the authorized and unissued shares of Common Stock, a number of
shares sufficient to provide for the exercise of the rights of purchase
represented by the Warrants; and the Transfer Agent for the shares of Common
Stock and every subsequent transfer agent for any shares of the Company's
capital stock issuable upon the exercise of any of the rights of purchase
aforesaid are hereby irrevocably authorized and directed at all times to reserve
such number of authorized and unissued shares as shall be requisite for such
purpose. The Company agrees that all shares of Common Stock issued upon exercise
of the Warrants shall be, at the time of delivery of the certificates for such
shares of Common Stock, duly authorized, validly issued and outstanding, fully
paid and non-assessable and listed on any national securities exchange upon
which the other shares of Common Stock are then listed. So long as any unexpired
Warrants remain outstanding, the Company will file such post-effective
amendments to the Registration Statement (File No.333-52841) filed pursuant to
the Securities Act of 1933 with respect to the Warrants (or such other
registration statements or post-effective amendments or supplements) as may be
necessary to permit it to deliver to each person exercising a Warrant, a
Prospectus meeting the requirements of such Act and otherwise complying
therewith, and will deliver such a Prospectus to each such person. The Company
will keep a copy of this Agreement on file with the Transfer Agent for the
shares of Common Stock and with every subsequent transfer agent for any shares
of the Company's capital stock issuable upon the exercise of the rights of
purchase represented by the Warrants. The Warrant Agent is hereby irrevocably
authorized to requisition from time to time from such Transfer Agent stock
certificates required to honor outstanding Warrants. The Company will supply
such Transfer Agent with duly executed stock certificates for such purpose. All
Warrants surrendered in the exercise of the rights thereby evidenced shall be
canceled by the Warrant Agent and shall thereafter be delivered to the Company,
and such canceled Warrants shall constitute sufficient evidence of the number of
shares of Common Stock which have been issued upon the exercise of such
Warrants. Promptly after the Expiration Date, the Warrant Agent shall certify to
the Company as to the total aggregate amount of Warrants then outstanding, and
thereafter no shares of Common Stock shall be subject to reservation in respect
of such Warrants which shall have expired.

         Section 9.  WARRANT PRICE.

         The Warrant Price at which Common Stock shall be purchasable pursuant
to the Warrants shall be $_____ per share. The Warrant Price is subject to
adjustment, as provided in Section 10 hereof.

                                        4


<PAGE>



         Section 10.  ADJUSTMENTS.

         Subject and pursuant to the provisions of this Section 10, the Warrant
Price and number of shares of Common Stock subject to the Warrants shall be
subject to adjustment from time to time as follows:

         (a) If the Company shall issue or sell either any of its shares of
Common Stock or any rights, options, warrants or obligations or securities
containing the right to subscribe for or purchase any shares of Common Stock
("Options") or exchangeable for or convertible into shares of Common Stock
("Convertible Securities"), at a price per share, as determined pursuant to
Section 10(b) herein, less than the Warrant Price of the Warrants then in effect
on the date of such sale or issuance, then the number of shares of Common Stock
thereafter purchasable upon exercise of each Warrant shall be determined by
multiplying the number of shares of Common Stock theretofore purchasable upon
exercise of the Warrant by a fraction, (x) the numerator of which shall be the
number of shares of Common Stock outstanding immediately following the issuance
of such shares of Common Stock, Options or Convertible Securities plus the
number of shares of Common Stock obtainable upon the exercise of the Options and
the conversion or exchange of the Convertible Securities and (y) the denominator
of which shall be the number of shares of Common Stock outstanding immediately
preceding the issuance of such shares of Common Stock, Options, or Convertible
Securities plus the number of shares of Common Stock which the aggregate
consideration received by the Company upon such issuance would purchase on such
date at the Warrant Price then in effect.

         (b) The following provisions, in addition to other provisions of this
Section 10, shall be applicable in determining any adjustment under Section
10(a).

                  (1) If the Company shall at any time after the date hereof
issue any Options or Convertible Securities, the following provisions shall
apply in making any adjustment pursuant to this Section 10:

                           (i) The price per share for which Common Stock is 
issuable upon the exercise

of the Options or upon conversion or exchange of the Convertible Securities
shall be determined by dividing (A) the total amount, if any, received or
receivable by the Company as consideration for the issuance of such Options or
Convertible Securities, plus the minimum aggregate amount of additional
consideration, if any, payable to the Company upon the exercise of such Options
or the conversion or exchange of such Convertible Securities, by (B) the
aggregate maximum number of shares of Common Stock issuable upon the exercise of
such Options or upon the conversion or exchange of such Convertible Securities.

                           (ii) In determining the price per share for which
Common Stock is issuable

upon exercise of the Options or conversion or exchange of the Convertible
Securities as set forth in Section 10(b) (1) (i) and in computing any adjustment
pursuant to Section 10(a), (A) the aggregate maximum number of shares of Common
Stock issuable upon the exercise of such Options or the conversion or exchange
of such Convertible Securities shall be considered to be outstanding at the

                                        5


<PAGE>



time such Options or Convertible Securities were issued and to have been issued
for such price per share as determined pursuant to Section 10(b)(1) (i), and (B)
consideration for the issuance of such Options or Convertible Securities and the
amount of additional consideration payable to the Company upon exercise of such
Options or upon the conversation or exchange of such Convertible Securities
shall be determined in the same manner as the consideration received upon the
issuance or sale of shares of Common Stock as provided in paragraph 10(b) (1)
and 10(b) (2).

                           (iii) On the expiration of such Options or the
termination of any right to

convert or exchange any Convertible Securities, the number of shares of Common
Stock issuable upon exercise of the Warrants shall forthwith be readjusted to
such number of shares of Common Stock as would have been obtained had the
adjustments made upon the issuance of such Options or Convertible Securities
been made upon the basis of the delivery of only that number of shares of Common
Stock actually delivered and the consideration actually paid upon the exercise
of such Options or upon conversion or exchange of such Convertible Securities.

                           (iv) If the minimum purchase price per share of
Common Stock provided for

in any Option or the rate at which any Convertible Securities are convertible
into or exchangeable for Common Stock shall change or a different purchase price
or rate shall become effective at any time or from time to time (other than
pursuant to any antidilution provision of such Options or Convertible
Securities), then, upon such change becoming effective the number of shares of
Common Stock subject to the Warrants shall forthwith be increased or decreased
to such number of shares as would have been obtained had the adjustments made
upon the granting or issuance of such Options or Convertible Securities been
made upon the basis of (A) the issuance of the number of shares of Common Stock
theretofore actually delivered upon the exercise of such Options or upon the
conversion or exchange of such Convertible Securities, and the total
consideration received therefor, and (B) the granting or issuance at the time of
such change of any such Options or Convertible Securities then still outstanding
for the consideration, if any, received by the Company therefor and to be
received on the basis of such changed price or rate of exchange or conversion.

                  (2) Except as otherwise specifically provided herein, the date
of issuance or sale of shares of Common Stock shall be deemed to be the date the
Company is legally obligated to issue such shares of Common Stock, or pursuant
to paragraph 10(b)(1), the date the Company is legally obligated to issue any
"Option" or "Convertible Security". If at any time the Company shall take a
record date for the purpose of determining the holders of Common Stock entitled
(A) to receive a dividend or other distribution payable in Common Stock or in
Options or Convertible Securities, or (B) to subscribe for or purchase Common
Stock, Options or Convertible Securities, then such record date shall be deemed
to be the date of issue or sale of the shares of Common Stock, Options or
Convertible Securities deemed to have been issued or sold upon the declaration
of such dividend or the making of such other distribution or the granting of
such right of subscription or purchase, as the case may be.

                                        6


<PAGE>



                  (3) The number of shares of Common Stock outstanding at any
given time shall not include treasury shares and the issue or sale of any such
treasury shares shall be considered an issue or sale of Common Stock for the
purposes of this Section 10.

                  (4) Notwithstanding any provision herein to the contrary, no
adjustment to the Warrant Price or in the number of Common Shares subject to the
Warrants shall be made pursuant to paragraph 10(a) upon:

                           (i) the issuance or sale of shares of Common Stock 
pursuant to the exercise

of the Warrants or upon the exercise of Options or conversion or exchange of
Convertible Securities hereafter issued for which an adjustment has been made
pursuant to the provisions of Section 10 hereof;

                           (ii) the increase in the number of shares of Common
Stock subject to any

Warrant, Option or Convertible Security referred to in subsections 10(b)(4)(i)
hereof pursuant to antidilution provisions of such Warrant, Option or
Convertible Security;

                           (iii) the sale or issuance of shares for a
consideration consisting, wholly or

partly, of other than cash; or

                           (iv) the issuance or sale of Common Stock for assets
or acquisitions, to key

employees or advisors of the Company or pursuant to any stock options
outstanding, or any stock option plan that is in effect, on the date hereof.

         (c) If the Company shall at any time issue any shares of Common Stock
as a stock dividend to the holders of its Common Stock or subdivide its
outstanding shares of Common Stock by recapitalization, reclassification or
split-up thereof, the number of shares of Common Stock subject to the Warrants
immediately prior to such subdivision shall be proportionately increased, and if
the Company shall at any time combine the outstanding shares of Common Stock by
recapitalization, reclassification or combination thereof, the number of shares
of Common Stock subject to the Warrants immediately prior to such combination
shall be proportionately decreased. Any such adjustment and any adjustment to
the Warrant Price pursuant to Section 10(f) shall become effective at the close
of business on the record date for such subdivision or combination.

         (d) If the Company after the date hereof shall distribute to all of the
holders of its shares of Common Stock any securities or other assets (other than
shares of Common Stock as to which an adjustment is made pursuant to Section 10
hereof or a distribution made as a dividend payable out of earnings or out of
any earned surplus legally available for dividends under the laws of the
jurisdiction of incorporation of the Company), the Company shall make such
equitable adjustment in the Warrant Price in effect immediately prior to the
record date of such distribution as may be necessary to preserve to the holders
of the Warrants rights substantially proportionate to those enjoyed hereunder by
such holders immediately prior to the happening of such distribution. Any such
adjustment shall become effective as of the day following the record date for
such distribution.

                                        7


<PAGE>



         (e) No adjustment in the number of shares of Common Stock issuable upon
the exercise of the Warrants shall be required under Section 10 unless such
adjustment would require an increase or decrease in such number of shares of at
least 2% of the then adjusted number of shares of Common Stock issuable upon the
exercise of the Warrants; provided, however, that any adjustments which by
reason of the foregoing are not required at the time to be made shall be carried
forward and taken into account and included in determining the amount of any
subsequent adjustment; and provided further, however, that in case the Company
shall at any time subdivide or combine the outstanding shares of its Common
Stock said percentage shall forthwith be proportionately increased in the case
of a combination or deceased in the case of a subdivision of shares of its
Common Stock so as to appropriately reflect the same. If the Company shall make
a record of the holders of its shares of Common Stock for the purpose of
entitling them to receive any distribution and shall thereafter and before the
distribution legally abandon its plan to pay or deliver such dividend or
distribution, then no adjustment in the number of shares of Common Stock subject
to the Warrants shall be required by reason of the taking of such record.

         (f) Whenever the number of shares of Common Stock purchasable upon the
exercise of the Warrants is adjusted, as provided in Section 10, the Warrant
Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price
immediately prior to such adjustment by a fraction (x) the numerator of which
shall be the number of shares of Common Stock purchasable upon the exercise of
the Warrants immediately prior to such adjustment, and (y) the denominator of
which shall be the number of shares of Common Stock so purchasable immediately
thereafter.

         (g) In case of any reclassification of the outstanding shares of Common
Stock, other than a change covered by Section 10(c) hereof or which solely
affects the par value of such shares of Common Stock, or in the case of any
merger or consolidation of the Company with or into another corporation (other
than a consolidation or merger in which the Company is the continuing
corporation and which does not result in any reclassification or capital
reorganization of the outstanding shares of Common Stock), or in the case of any
sale or conveyance to another corporation of the property of the Company as an
entirety or substantially as an entirety in connection with which the Company is
dissolved, the holders of the Warrants shall have the right thereafter (until
the Expiration Date or until thirty (30) days after notice is given pursuant to
Section 12 if the Company is to be dissolved) to receive upon the exercise
thereof, for the same aggregate Warrant Price payable hereunder immediately
prior to such event, the kind and amount of shares of stock or other securities
or property receivable upon such reclassification, capital reorganization,
merger or consolidation, or upon the dissolution following any sale or other
transfer, by a holder of the number of shares of Common Stock of the Company
obtainable upon exercise of the Warrants immediately prior to such event; and if
any reclassification also results in a change in shares of Common Stock covered
by Section 10(c), then such adjustment shall be made pursuant to both Section
10(c) and this Section 10(g). The provisions of this Section 10(g) shall
similarly apply to successive reclassifications, or capital reorganizations,
mergers or consolidations, sales or other transfers.

                                        8


<PAGE>



         If the Company after the date hereof shall take any action affecting
the shares of its Common Stock, other than action described in this Section 10,
which, in the good faith opinion of the Board of Directors of the Company, would
materially affect the rights of the holder of the Warrants, then the Warrant
Price and the numbers of shares of Common Stock obtainable upon exercise of the
Warrants shall be adjusted in such manner, if any, and at such time as the Board
of Directors of the Company, in good faith, may determine to be equitable in the
circumstances.

         (h) The form of Warrants need not be changed because of any change
pursuant to this Section, and Warrants issued after such change may state the
same Warrant Price and the same number of shares as is stated in such Warrants
initially issued pursuant to this agreement. However, the Company may at any
time in its sole discretion (which shall be conclusive) make any change in the
form of Warrants that the Company may deem appropriate and that does not affect
the substance thereof; and any Warrant thereafter issued or countersigned,
whether in exchange or substitution for an outstanding Warrant or otherwise, may
be in the form as so changed.

         Section 11.  FRACTIONAL INTEREST.

         The Company shall not be required to issue fractions of shares of
Common Stock on the exercise of the Warrants. If more than one Warrant shall be
surrendered for exercise at one time by the same holder, the number of full
shares which shall be issuable upon exercise thereof shall be computed on the
basis of the aggregate number of Warrants so exercised. If a fraction of a share
is issuable upon exercise of a Warrant, the Company shall purchase such fraction
based upon the then current market value of the Common Stock.

         Section 12.  NOTICES TO WARRANTHOLDERS.

         (a) Upon any adjustment of the Warrant Price and the number of shares
issuable on exercise of a Warrant, then and in each such case the Company shall
give written notice thereof to the Warrant Agent and to J.W. Barclay & Co.,
Inc., which notice shall state the Warrant Price resulting from such adjustment
and the increase or decrease, if any, in the number of shares purchasable at
such price upon the exercise of a Warrant, setting forth in reasonable detail
the method of calculation and the facts upon which such calculation is based.
The Company shall also publish such notice once in an Authorized Newspaper. For
the purposes of this Agreement, an Authorized Newspaper shall mean a newspaper
customarily published on each business day, in one or more morning editions or
one or more evening editions, or both (and whether or not it shall be published
in Saturday and Sunday editions or on holidays), printed in the English language
and of general circulation in the City of New York, State of New York. Failure
to give or publish such notice, or any defect therein, shall not affect the
legality or validity of the subject adjustments.

         (b) In case at any time:

                  (1) the Company shall pay any dividends payable in stock upon
its Common Stock or make any distribution (other than regular cash dividends) to
the holders of its Common Stock;

                                        9


<PAGE>



                  (2) the Company shall offer for subscription pro rata to the
holders of its Common Stock any additional shares of stock of any class or other
rights;

                  (3) there shall be any capital reorganization or
reclassification (other than a reclassification involving merely the subdivision
or combination of outstanding Common Stock) or merger or consolidation of the
Company with, or sale of all or substantially all of its assets to, another
corporation; or

                  (4) there shall be a voluntary or involuntary dissolution,
liquidation, or winding up of the Company;

then, in any one or more of such cases, the Company shall give written notice
and publish the same in the manner set forth in this Section 12 hereinabove.
Such notice shall also specify the date as of which the holders of Common Stock
of record shall participate in such dividend, distribution, or subscription
rights, or shall be entitled to exchange their Common Stock for securities or
other property deliverable upon such reorganization, reclassification,
consolidation, merger, sale, dissolution, liquidation, or winding up, as the
case may be. Such notice shall be given and published at least twenty (20) days
prior to the action in question and not less than twenty (20) days prior to the
record date or the date on which the Company's transfer books are closed in
respect thereof. Failure to give or publish such notice, or any defect therein,
shall not affect the legality or validity of any of the matters set forth in
this section 12 inclusive.

         (c) The Company shall cause copies of all financial statements and
reports, proxy statements and other documents as it shall send to its
stockholders to be sent by first-class mail of the United States Postal Service,
postage prepaid, on the date of mailing to such stockholders, to each registered
holder of Warrants at his address appearing on the Warrant register as of the
record date for the determination of the stockholders entitled to such
documents.

         Section 13.  DISPOSITION OF PROCEEDS ON EXERCISE OF WARRANTS.

         (a) The Warrant Agent shall promptly forward to the Company all monies
received by the Warrant Agent for the purchase of shares of Common Stock through
the exercise of Warrants.

         (b) The Warrant Agent shall keep copies of this Agreement available for
inspection by holders of Warrants during normal business hours.

         Section 14.  MERGER OR CONSOLIDATION OR CHANGE OF NAME OF WARRANT 
                      AGENT.

         Any corporation or company which may succeed to the business of the
Warrant Agent by any merger or consolidation or otherwise to which the Warrant
Agent shall be a party, or any corporation or company succeeding to the
corporate trust business of the Warrant Agent, shall be the successor to the
Warrant Agent hereunder without the execution or filing of any paper or any
further act on the part of any of the parties hereto, provided that such
corporation would be eligible

                                       10


<PAGE>



for appointment as a successor Warrant Agent under the provisions of Section 17
of this Agreement. In case at the time such successor to the Warrant Agent shall
succeed to the agency created by this Agreement, any of the Warrants shall have
been countersigned but not delivered, any such successor to the Warrant Agent
may adopt the countersignature of the original Warrant Agent and deliver such
Warrants so countersigned; and in case at that time any of the Warrants shall
not have been countersigned, any successor to the Warrant Agent shall
countersign such Warrants in its own name; and in all such cases such Warrants
shall have the full force provided in the Warrants and in this Agreement.

         In case at any time the name of the Warrant Agent shall be changed and
at such time any of the Warrants shall have been countersigned but not
delivered, the Warrant Agent may adopt the countersignature under its prior name
and deliver Warrants so countersigned; and in case at that time any of the
Warrants shall have been countersigned, the Warrant Agent may countersign such
Warrants either in its prior name or in its changed name; and in all such cases
such Warrants shall have the full force provided in the Warrants and in this
Agreement.

         Section 15.  REDEMPTION.

         (a) Subject to notice as hereinafter set forth, the Warrants may be
redeemed at the option of the Company beginning two months after the Separation
Date at a redemption price of $____ per Warrant (the "Redemption Price"),
provided that the closing sale price, or if none, the closing bid price, of the
Common Stock issuable upon exercise the Warrants as reported by any stock
exchange on which the Common Stock is listed or by NASDAQ, exceeds $____ per
share on at least 20 days of the 30 consecutive trading days ending within 15
days of the date of mailing of notice of redemption.

         (b) Not less than 30 days nor more than 60 days prior to the date fixed
for any redemption of Warrants, the Company shall mail a notice specifying the
time and place thereof and the Redemption Price to the registered holders of the
Warrants called for redemption at their respective addresses as shown on the
books of the Warrant Agent. No failure to mail such notice nor any defect
therein or in the mailing thereof shall affect the validity of the proceedings
for such redemption except as to a holder (i) to whom the Company has failed to
mail such notice or (ii) whose notice was defective. An affidavit of the Warrant
Agent or of the Secretary or an Assistant Secretary of the Company that notice
of redemption has been mailed shall, in the absence of fraud, be prima facie
evidence of the facts stated therein.

         (c) From and after the date specified for redemption, the Company
shall, at the place specified in the notice of redemption, upon presentation and
surrender to the Company by the holder of Warrants to be redeemed, deliver or
cause to be delivered to or upon the written order of such holder a sum in cash
equal to the Redemption Price of such Warrants. From and after the date fixed
for redemption and upon the deposit or setting aside by the Company of a sum
sufficient to redeem all the Warrants called for redemption, such Warrants shall
expire and become void and all rights

                                       11


<PAGE>



hereunder and under the Warrant certificates. except the right to receive 
payment of the Redemption Price, shall cease.

         Section 16.  DUTIES OF WARRANT AGENT.

         The Warrant Agent undertakes the duties and obligations imposed by this
Agreement upon the following terms and conditions, by all of which the Company
and the holders of Warrants, by their acceptance thereof, shall be bound:

         (a) The statements of fact and recitals contained herein and in the
Warrants shall be taken as statements of the Company; and the Warrant Agent
assumes no responsibility for the correctness of any of the same except such as
describe the Warrant Agent or action taken or to be taken by it. The Warrant
Agent assumes no responsibility with respect to the distribution of the Warrants
except as herein expressly provided.

         (b) The Warrant Agent shall not be responsible for any failure of the
Company to comply with any of the covenants contained in this Agreement or in
the Warrants to be complied with by the Company.

         (c) The Warrant Agent may consult at any time with counsel satisfactory
to it (who may be counsel for the Company) and the Warrant Agent shall incur no
liability or responsibility to the Company or to any holder of any Warrant in
respect of any action taken, suffered or omitted by it hereunder in good faith
and in accordance with the opinion or the advice of such counsel.

         (d) The Warrant Agent shall incur no liability or responsibility to the
Company or to any holder of any Warrant for any action taken in reliance on any
notice, resolution, waiver, consent, order, certificate, or other paper,
document or instrument believed by it to be genuine and to have been signed,
sent or presented by the proper party or parties.

         (e) The Company agrees to pay to the Warrant Agent reasonable
compensation for all services rendered by the Warrant Agent in the execution of
this Agreement, to reimburse the Warrant Agent for all expenses, taxes and
governmental charges and other charges of any kind and nature incurred by the
Warrant Agent in the execution of this Agreement and to indemnify the Warrant
Agent and save it harmless against any and all liabilities, including judgments,
costs and reasonable counsel fees, for anything done or omitted by the Warrant
Agent in the execution of this Agreement except as a result of the Warrant
Agent's negligence, willful misconduct or bad faith.

         (f) The Warrant Agent shall be under no obligation to institute any
action, suit or legal proceeding or to take any other action likely to involve
expenses unless the Company or one or more registered holders of Warrants shall
furnish the Warrant Agent with reasonable security and indemnity for any costs
and expenses which may be incurred, but this provision shall not affect the
power of the Warrant Agent to take such action as the Warrant Agent may consider
proper, whether with or without any such security or indemnity. All rights of
action under this Agreement or under

                                       12


<PAGE>



any of the Warrants may be enforced by the Warrant Agent without the possession
of any of the Warrants or the production thereof at any trial or other
proceeding relative thereto, and any such action, suit or proceeding instituted
by the Warrant Agent shall be brought in its name as Warrant Agent, and any
recovery or judgment shall be for the ratable benefit of the registered holders
of the Warrants, as their respective rights or interests may appear.

         (g) The Warrant Agent and any stockholder, director, officer, partner
or employee of the Warrant Agent may buy, sell or deal in the Warrants or other
securities of the Company or become pecuniarily interested in any transaction in
which the Company may be interested, or contract with or lend money to or
otherwise act as fully and freely as though it were not the Warrant Agent under
this Agreement. Nothing herein shall preclude the Warrant Agent from acting in
any other capacity for the Company or for any other legal entity.

         (h) The Warrant Agent shall act hereunder solely as agent and not in a
ministerial capacity, and its duties shall be determined solely by the
provisions hereof. The Warrant Agent shall not be liable for anything which it
may do or refrain from doing in connection with this Agreement except for its
own negligence, willful misconduct or bad faith.

         (i) The Warrant Agent may execute and exercise any of the rights or
powers hereby vested in it or perform any duty hereunder either itself or by or
through its attorneys or agents, and the Warrant Agent shall not be answerable
or accountable for any act, default, neglect or misconduct of any such attorneys
or agents or for any loss to the Company resulting from such neglect or
misconduct, provided reasonable care had been exercised in the selection and
continued employment thereof.

         (j) Any request, direction, election, order or demand of the Company
shall be sufficiently evidenced by an instrument signed in the name of the
Company by its President or Vice President or its Secretary or an Assistant
Secretary or its Treasurer or an Assistant Treasurer (unless other evidence in
respect thereof be herein specifically prescribed); and any resolution of the
Board of Directors may be evidenced to the Warrant Agent by a copy thereof
certified by the Secretary or an Assistant Secretary of the Company.

         Section 17.  CHANGE OF WARRANT AGENT.

         The Warrant Agent may resign and be discharged from its duties under
this Agreement by giving to the Company notice in writing, and to the holders of
the Warrants notice by mailing such notice to the holders at their addresses
appearing on the Warrant register, of such resignation, specifying a date when
such resignation shall take effect. The Warrant Agent may be removed by like
notice to the Warrant Agent from the Company and by like mailing of notice to
the holders of Warrants. If the Warrant Agent shall resign or be removed or
shall otherwise become incapable of acting, the Company shall appoint a
successor to the Warrant Agent. If the Company shall fail to make such
appointment within a period of 30 days after such removal or after it has been
notified in writing of such resignation or incapacity by the resigning or
incapacitated Warrant Agent or by

                                       13


<PAGE>



the registered holder of a Warrant (who shall, with such notice, submit his
Warrant for inspection by the Company), then the registered holder of any
Warrant may apply to any court of competent jurisdiction for the appointment of
a successor to the Warrant Agent. Any successor warrant agent, whether appointed
by the Company or by such a court, shall be a bank or trust company, in good
standing, incorporated under the laws of any state in the United States of
America. After appointment, the successor warrant agent shall be vested with the
same powers, rights, duties and responsibilities as if it had been originally
named as Warrant Agent without further act or deed; but the former Warrant Agent
shall deliver and transfer to the successor warrant agent all canceled Warrants,
records and property at the time held by it hereunder, and execute and deliver
any further assurance, conveyance, act or deed necessary for the purpose.
Failure to file or mail any notice provided for in this Section, however, or any
defect therein, shall not affect the legality or validity of the resignation or
removal of the Warrant Agent or the appointment of the successor warrant agent,
as the case may be.

         Section 18.  IDENTITY OF TRANSFER AGENT.

         Forthwith upon the appointment of any Transfer Agent for the shares of
Common Stock or of any subsequent transfer agent for shares of Common Stock or
other shares of the Company's capital stock issuable upon the exercise of the
rights of purchase represented by the Warrants, the Company shall file with the
Warrant Agent a statement setting forth the name and address of such Transfer
Agent.

         Section 19.  NOTICES.

         Any notice pursuant to this Agreement to be given or made by the
Warrant Agent or by the registered holder of any Warrant to or on the Company
shall be sufficiently given or made if sent by first-class mail of the United
State Postal Service, postage prepaid, addressed (until another address is filed
in writing by the Company with the Warrant Agent) as follows:

                            EuroWeb International Corp.
                            445 Park Avenue, 15th floor
                            New York, New York  10022

         Any notice pursuant to this Agreement to be given or made by the
Company or by the registered holder of any Warrant to or on the Warrant Agent
shall be sufficiently given or made if sent by first-class mail of the United
States Postal Service, postage prepaid, addressed (until another address is
filed in writing by the Warrant Agent with the Company) as follows:

                             American Stock Transfer & Trust Company
                             40 Wall Street
                             New York, New York  10005

                                       14


<PAGE>



         Any notice pursuant to this Agreement to be given or made by the
Company or by the Warrant Agent to or on J.W. Barclay & Co., Inc. shall be
sufficiently given or made if sent by first-class mail of the United States
Postal Service, postage prepaid, addressed (until another address is filed in
writing by J.W. Barclay & Co., Inc. with the Company and the Warrant Agent) as
follows:

                           J.W. Barclay & Co., Inc.
                           1 Battery Park Plaza
                           New York, New York 10004

         Section 20.  SUPPLEMENTS AND AMENDMENTS.

         The Company and the Warrant Agent may from time to time supplement or
amend this Agreement in order to cure any ambiguity or to correct or supplement
any provision contained herein which may be defective or inconsistent with any
other provision herein, or to make any other provision in regard to matters or
questions arising hereunder which the Company and the Warrant Agent may deem
necessary or desirable and which shall not be inconsistent with the provisions
of the Warrants and which shall not adversely affect the interest of the holders
of Warrants.

         Section 21.  SUCCESSORS.

         All the covenants and provisions of this Agreement by or for the
benefit of the Company or the Warrant Agent shall bind and inure to the benefit
of their respective successors and assigns hereunder.

         Section 22.  GOVERNING LAW.

         This Agreement and each Warrant issued hereunder shall be deemed to be
a contract made under the laws of the State of New York and for all purposes
shall be construed in accordance with the internal laws of said State applicable
to agreements and instruments made and to be performed entirely in such state
without giving effect to the conflicts of laws principles thereof.

         Section 23.  BENEFITS OF THIS AGREEMENT.

         Nothing in this Agreement shall be construed to give to any person or
corporation other than the Company, the Warrant Agent and the registered holders
of the Warrants any legal or equitable right, remedy or claim under this
Agreement; but this Agreement shall be for the sole and exclusive benefit of the
Company, the Warrant Agent and the registered holders of the Warrants.

         Section  24.  COUNTERPARTS.

         This Agreement may be executed in any number of counterparts and each
of such counterparts shall for all purposes be deemed to be an original, and all
such counterparts shall together constitute but one and the same instrument.

                                       15


<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, as of the day and year first above written.

                                 EUROWEB INTERNATIONAL CORP.

                                 By________________________________

                                 AMERICAN STOCK TRANSFER & TRUST COMPANY

                                 By________________________________

                                       16


<TABLE>
<CAPTION>

                                                  EXHIBIT 4(g)

<S>             <C>                                                                                                <C>
- -------------   THIS CERTIFICATE HAS BEEN ISSUED AS PART OF A UNIT. THE                                             ---------------
   NUMBER       COMPONENTS OF THE UNITS MAY NOT BE SEPARATELY TRANSFERRED                                                SHARES
                AND THE PREFERRED STOCK MAY NOT BE CONVERTED
 EIP            UNTIL                 ,         OR SUCH EARLIER DATE AS MAY BE
- -------------   DESIGNATED BY J.W. BARCLAY & CO., INC.                                                              ---------------



                          EUROWEB INTERNATIONAL CORP. 
          Incorporated Under The Laws Of The State of Delaware                                                    SEE REVERSE FOR 
                                                                                                                CERTAIN DEFINITIONS
- -----------------------------------------------------------------------------------------------------------------------------------
                            SERIES A PREFERRED STOCK                                                             CUSIP 298801 20 O


This certifies that:






is owner of

- -----------------------------------------------------------------------------------------------------------------------------------

FULLY PAID AND NON-ASSESSABLE SHARES OF THE SERIES A CONVERTIBLE CUMULATIVE REDEEMABLE PREFERRED STOCK OF THE PAR VALUE OF $.001
EACH OF

                          EUROWEB INTERNATIONAL CORP.

(hereinafter called the "Company"), transferable only on the books of the Company by the holder hereof in person or by Attorney
upon surrender of this Certificate properly endorsed. This certificate and the shares represented hereby are issued and shall be
subject to all of the provisions of the Certificate of Incorporation, as amended, and the By-Laws of the Company, as amended
(copies of which are on file and available at the offices of the Transfer Agent), to all of which the holder of this certificate
by acceptance hereof assents. The Company will furnish without charge to each stockholder who so requests the powers, designations,
preferences and relative, participating, optional or other special rights of each class of stock or series thereof of the Company
and the qualifications, limitations or restrictions of such preferences and/or rights. This certificate is not valid until 
countersigned by the Transfer Agent and registered by the Registrar.
     WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.

                                                                                                                            
DATED:


EUROWEB INTERNATIONAL CORP.                            [SEAL]


/s/Frank R. Cohen                                                                 /s/Robert Genova
- -----------------                                                                 ----------------

Countersigned and Registered

  American Stock Transfer & Trust Company, New York, NY
                                             Transfer Agent and Registrar

  By:

                         Authorized Signature

</TABLE>

<PAGE>


(Reverse side)



                           EUROWEB INTERNATIONAL CORP.

                            SERIES A PREFERRED STOCK

         The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>

         <S>                                        <C> 
         TEN COM - as tenants in common              UNIF GIFT MIN ACT - ..........Custodian.........
         TEN ENT - as tenants by the entireties                                 (Cust)             (Minor)
         JT TEN - as joint tenants with right of                                under Uniform Gifts to Minors
                     survivorship and not as tenants

                     in common                                                          Act............
                                                                                                  (State)

     Additional abbreviations may also be used though not in the above list.

     For Value Received, ____________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
      IDENTIFYING NUMBER OF ASSIGNEE

- -----------------------------------------


- -----------------------------------------------------------------------------------------------------------------------------------
                   (Please print or typewrite name and address, including zip code of assignee)

- -----------------------------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------------Units
of the stock represented by the within Certificate, and do hereby irrevocably constitute and appoint


- ----------------------------------------------------------------------------------------------------------------------------Attorney
to transfer the said stocks on the books of the within named Corporation with full power of substitution in the
premises.


Dated_______________



                                                     ------------------------------------------------------------------
                                                     NOTICE: The signature to this assignment must correspond with the name as 
                                                     written upon the face of the certificate in every particular, without
                                                     alteration or enlargement or any change whatsoever.



THE CORPORATION WILL FURNISH TO ANY STOCKHOLDER UPON REQUEST AND WITHOUT CHARGE, A FULL STATEMENT OF THE
DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF THE SHARES OF EACH CLASS AND SERIES AUTHORIZED TO BE
ISSUED, SO FAR AS THE SAME HAVE BEEN DETERMINED, AND OF THE AUTHORITY, IF ANY, OF THE BOARD TO DIVIDE THE SHARES INTO
CLASSES OR SERIES AND TO DETERMINE AND CHANGE THE RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF ANY CLASS OR SERIES.
SUCH REQUEST MAY BE MADE TO THE SECRETARY OF THE CORPORATION OR TO THE TRANSFER AGENT NAMED ON THIS CERTIFICATE.
- -----------------------------------------------------------------------------------------------------------------------------------


THE SIGNATURE TO THE ASSIGNMENT MUST CORRESPOND TO THE NAME AS WRITTEN UPON THE FACE OF THIS CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A COMMERCIAL BANK
OR TRUST COMPANY OR A MEMBER FIRM OF A NATIONAL OR REGIONAL OR OTHER RECOGNIZED STOCK EXCHANGE IN CONFORMANCE
WITH A SIGNATURE GUARANTEE MEDALLION PROGRAM
- -----------------------------------------------------------------------------------------------------------------------------------
STOCK MARKET INFORMATION EXCHANGE
www.stockinformation.com
</TABLE>



                                                       Exhibit 4(h)

THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON
EXERCISE THEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 PURSUANT
TO A REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
HOWEVER, EXCEPT AS PROVIDED HEREIN NEITHER THE WARRANTS NOR SUCH SECURITIES CAN
BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) A POST-EFFECTIVE AMENDMENT TO SUCH
REGISTRATION STATEMENT, (ii) A NEW REGISTRATION STATEMENT, OR (iii) AN OPINION
OF COUNSEL, REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION
FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.

                         THE TRANSFER OF THIS WARRANT IS
                         RESTRICTED AS DESCRIBED HEREIN

                                                                No. UWU-__


                            UNIT WARRANT CERTIFICATE
                          Dated: _______________, 1998

               VOID AFTER 5:00 P.M., NEW YORK, NEW YORK LOCAL TIME

                         ON ______________________, 2003

                           EUROWEB INTERNATIONAL CORP.

                  _______ Warrants to Purchase _________ Units,
                             each Unit consisting of

                      one (1) share of Series A Convertible

                      Cumulative Redeemable Preferred Stock
                   and two (2) Common Stock Purchase Warrants

         EuroWeb International Corp., a Delaware corporation, (hereinafter
referred to as the "Company")  hereby certifies that

                                              - ------------------- -
or registered assigns, is entitled to purchase from the Company at any time
after _______________, 1998 and before 5:00 P.M. New York, New York local time
on ______________, 2003, _________________ (________) Units (hereinafter
referred to as the "Units") of the Company (the number and character of such
units being subject to adjustments as provided herein) in accordance with the
number of Warrants indicated on the face hereof at the purchase price of $9.90
per Unit (hereinafter referred to as the "Unit Exercise Price"). This Warrant
was issued pursuant to a certain Underwriting Agreement dated _____________,
1998 between the Company and J.W. Barclay & Co., Inc. ("Barclay") providing for
the issuance of an aggregate of 100,000 Warrants (herein referred to as
"Warrants") entitling Barclay to purchase an aggregate of 100,000 Units of the
Company, each Unit consisting of one (1) share of Series A Convertible
Cumulative Redeemable Preferred Stock ("Preferred Stock") and two (2) Common
Stock Purchase Warrants ("Common Stock Warrants").

                                       -1-


<PAGE>



Each Common Stock Purchase Warrant shall be exercisable for one (1) share of
Common Stock. Such Units, Preferred Stock and Common Stock Warrants are further
described in the Company's registration statement (the "Registration Statement")
(File No. 333-52841) filed with, and declared effective by, the Securities and
Exchange Commission.

     1. EXERCISE OF WARRANTS. Upon presentation and surrender of this Warrant
Certificate, with the attached Purchase Form duly executed, at the principal
office of the Company, together with a certified or bank cashier's check payable
to the Company in the amount of the Unit Exercise Price times the number of
Units of the Company being purchased, the Company shall deliver to the holder
hereof, as promptly as practicable, certificates representing the Units being
purchased (the Units to be comprised of one share of Preferred Stock and two
Common Stock Purchase Warrants, and being identical to the Units sold to the
public pursuant to the terms of the aforesaid underwriting agreement). This
Warrant may be exercised in whole or in part; and, in case of exercise hereof in
part only, the Company, upon surrender hereof, will deliver to the holder a new
Warrant Certificate or Warrant Certificates of like tenor entitling said holder
to purchase the number of Units as to which this Warrant Certificate has not
been exercised.

     2. EXCHANGE AND TRANSFER. This Warrant may be exchanged at any time prior
to the exercise hereof, upon presentation and surrender to the Company, alone or
with other Warrants of like tenor registered in the name of the same holder, for
another Warrant or other Warrants of like tenor in the name of such holder
exercisable for the same aggregate number of Units as the Warrant or Warrants
surrendered. This Warrant may not be sold, transferred, hypothecated or assigned
before ______________, 1999 except to officers of Barclay or to other members of
the underwriting group or dealers in the selling group or to partners or
officers of such members or such dealers in the selling group, with respect to
the offering described in the Registration Statement, and after such date, it
may be sold, transferred, hypothecated or assigned only subject to the
provisions of Section 5 hereof.

     3. RIGHTS AND OBLIGATIONS OF WARRANTHOLDERS. The holder of this Warrant
Certificate shall not, by virtue hereof, be entitled to any rights of a
stockholder in the Company, either at law or in equity; provided, however, that
in the event any certificate representing shares of the Company's Preferred
Stock is issued to the holder hereof upon exercise of some or all of the
Warrants represented hereby, such holder shall, for all purposes, be deemed to
have become the holder of record of such stock on the date on which this Warrant
Certificate, together with a duly executed Purchase Form, was surrendered and
payment of the purchase price was made, irrespective of the date of delivery of
such share certificate, except that if at the date of surrender of such Warrant
Certificate and payment of the purchase price, the transfer books for the shares
of Preferred Stock shall be closed, the holder of this Warrant Certificate shall
not be deemed to have become the holder of record of such stock until the date
on which such books shall be opened. Unless required by law or by applicable
rule of any national securities exchange such transfer books shall not be closed
at any one time for a period longer than 40 days. The rights of the holder of
this Warrant Certificate are limited to those expressed herein and the holder of
this Warrant Certificate, by his acceptance hereof, consents to and agrees to be
bound by and to comply with all the provisions of this Warrant Certificate,
including

                                       -2-


<PAGE>



without limitation all the obligations imposed upon the holder hereof by Section
5. In addition, the holder of this Warrant Certificate, by accepting the same,
agrees that the Company and its warrant agent, if any, may, prior to any
presentation for registration of transfer, deem and treat the person in whose
name this Warrant Certificate is registered as the absolute, true and lawful
owner for all purposes whatsoever, and neither the Company nor the warrant agent
shall be affected by notice to the contrary.

     4.  PREFERRED STOCK AND COMMON STOCK WARRANTS.

     (a) The Company covenants and agrees that all shares of Preferred Stock
delivered as part of the Units upon exercise of this Warrant Certificate will,
upon delivery, be duly authorized, validly issued, fully-paid and
non-assessable, and free from all stamp taxes, liens, and charges with respect
to the purchase thereof. In addition, the Company agrees at all times to reserve
and keep available an authorized number of shares of its Preferred Stock
sufficient to permit the exercise in full of all outstanding Warrants.

     (b) The Company covenants and agrees that all Common Stock Warrants
delivered upon exercise of this Warrant Certificate will, upon delivery, be duly
authorized and validly issued, and free from all stamp taxes, liens, and charges
with respect to the purchase thereof and will be valid and legally binding
obligations of the Company in accordance with their terms (subject to
bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization and
similar laws affecting creditors' rights generally and to general principles of
equity). In addition, the Company agrees at all times to reserve and keep
available an authorized number of shares of its Common Stock sufficient to
permit the exercise in full of all Common Stock Warrants to be issued as a
result of the exercise of this Warrant Certificate.

     5. DISPOSITION OF WARRANTS OR UNITS. The holder of this Warrant Certificate
and any transferee hereof or of the Units or the components of the Units (which
term shall include the shares of Preferred Stock and Common Stock Warrants
comprising the Units as well as the shares of Common Stock issuable upon the
conversion of shares of Preferred Stock and upon the exercise of the Common
Stock Warrants), by their acceptance thereof, hereby agree that (a) no public
distribution of the Warrants or the Units or components thereof will be made in
violation of the provisions of the Securities Act of 1933, or the Rules and
Regulations promulgated thereunder (such Act and Rules and Regulations being
hereinafter referred to as the "Act") and (b) during such period as delivery of
a prospectus with respect to the Warrants or the Units or components may be
required by the Act, any public distribution of the Warrants or Units or
components will be preceded or accompanied by, and made in a manner or on terms
set forth in, a prospectus then meeting the requirements of Section 10 of the
Act and in compliance with all applicable state laws. The holder of this Warrant
Certificate and any such transferee hereof further agree that if any
distribution of any of the Warrants or Units or components is proposed to be
made by them otherwise than by delivery of a prospectus meeting the requirements
of Section 10 of the Act as set forth above, such action shall be taken only
after submission to the Company of an opinion of counsel, reasonably
satisfactory in form and substance to the Company's counsel, to the effect that
the proposed distribution will not be in violation of the

                                       -3-


<PAGE>



Act or of applicable state law. Furthermore, it shall be a condition to the
transfer of the Warrants that any transferee thereof deliver to the Company his
or its written agreement to accept and be bound by all of the terms and
conditions of this Warrant Certificate.

     6. REGISTRATION. The Company further covenants and agrees as follows:

     (a) Upon receipt by the Company at any time during the period from
____________, 1999 to ____________, 2003 of a written request from Barclay or
the holders of not less than fifty percent of the Warrants (including holders of
Units and components thereof which may have been issued on exercise of any
Warrants) to qualify or register the Warrants and/or the Units and the
components thereof, in whole or in part, under the Act, the Company will, as
promptly as practicable but in no event later than 60 days after receipt of such
written request, at the Company's sole cost and expense: (i) prepare and file
under the Act, a registration statement relating to such Warrants and/or Units
and the components thereof to enable the holders thereof to offer and sell such
securities in a public offering, (the term "registration statement" as used in
this Section 6(a) being deemed to include any form which may be used to register
a distribution of securities to the public for cash, a post-effective amendment
to a registration statement, or a notification and offering circular pursuant to
Regulation A when necessary to perfect an exemption thereunder), (ii) prepare
and file with the appropriate state securities regulatory bodies ("Blue Sky"
authorities) the necessary documents to register or qualify such Warrants and/or
Units and the components thereof for public offering, (iii) deliver to each of
the other holders of Warrants and Units and the components thereof written
notice of its intention to register such Warrants and/or Units and components
thereof at least 30 days prior to the anticipated filing date, (iv) if requested
by any of such other holders of Warrants or Units or components thereof in
writing delivered to the Company within twenty (20) days of the receipt of such
written notice from the Company, include in such registration statement all, or
any part, of the Warrants and/or Units and components thereof then held by such
other holder, and (v) use its best efforts to cause such registration statement
to become effective as promptly as possible and to keep such registration
statement and Blue Sky filings current and effective until such time as an
amendment is required to be filed pursuant to the provisions of Section 10(a)(3)
of the Act. In the event the registration statement is not filed within the
period specified herein, the expiration date of the Warrants and the Common
Stock Warrants shall be extended by a period of time equal to the delay in
filing, and in the event the registration statement is not declared effective
under the Act prior to ______________, 2003, the Company shall extend the
expiration date of the Warrants and the Common Stock Warrants to a date not less
than ninety (90) days after the effective date of such registration statement.
In the event not all of the Warrants and Units and components thereof shall have
been registered as provided above, the Company shall be obligated to file
additional registration statements in accordance with the terms set forth in
this Section 6(a) to register the remaining balance of the Warrants or Units and
components thereof not so registered, except that the expenses therefor shall be
borne by the holders of the Warrants and Units and components thereof in the
event that the Company has previously borne the expenses in connection with the
registration of the Warrants or the Units and components thereof pursuant to
this Section 6(a).

                                       -4-


<PAGE>



     (b) In addition to the provisions in Section 6(a), in the event the Company
shall at any time during the period described in Section 6(a) seek to further
register or qualify any of its securities or the securities holdings of any of
its controlling shareholders under the Act or "Blue Sky" laws, on each such
occasion it shall furnish the holders of the Warrants and/or the underlying
Units and components, with at least 30 days' written notice thereof and such
holders shall have the option, without cost or expense, to include their
Warrants and Units and the components thereof in such registration or
qualification. Such holders shall exercise the "piggy-back rights" under this
Section 6(b) by giving written notice to the Company within twenty (20) days
from the receipt of the written notice from the Company.

     (c) All expenses in connection with preparing and filing any registration
statement under Sections 6(a) and (b) hereof (and any registration or
qualification under the securities or "Blue Sky" laws of states in which the
offering will be made under such registration statement) shall be borne in full
by the Company, subject to the last sentence of Section 6(a).

     7.  INDEMNIFICATION AND NOTIFICATION.

     (a) The Company will indemnify and hold harmless each holder of Warrants or
Units (including the components thereof), and each person, if any, who controls
such holder within the meaning of Section 15 of the Act, from and against any
and all losses, claims, damages, expenses and liabilities caused by any untrue
statement of a material fact contained in any registration statement, or
contained in a prospectus furnished thereunder or caused by any omission to
state a material fact therein necessary to make the statements therein not
misleading provided, however, that the foregoing indemnification and agreement
to hold harmless shall not apply insofar as such losses, claims, damages,
expenses and liabilities are caused by any such untrue statement or omission
based upon information furnished in writing to the Company by any such holder
expressly for use in any registration statement or prospectus.

     (b) Each holder of Warrants or Units (including the components thereof)
will indemnify the Company, and each person who controls the Company within the
meaning of Section 15 of the Act, from and against any and all losses, claims,
damages, expenses and liabilities caused by an untrue statement of a material
fact contained in any registration statement, or contained in a prospectus
furnished thereunder or caused by an omission to state a material fact therein
necessary to make the statements therein not misleading insofar as such losses,
claims, damages, expenses and liabilities are caused by such untrue statement or
omission being based upon information furnished in writing to the Company by any
such holder expressly for use in any registration statement or prospectus.

     (c) Promptly after the receipt by an indemnified party hereunder of notice
of the commencement of any action, such indemnified party will, if a claim in
respect thereof is to be made against any indemnifying party under this Section
7, notify the indemnifying party in writing of the commencement thereof; but the
omission so to notify the indemnifying party will not relieve the indemnifying
party from any liability which it may have to the indemnified party otherwise
than under this Section 7. In case any such action is brought against any
indemnified party, and it notifies

                                       -5-


<PAGE>



the indemnifying party of the commencement thereof as provided herein, the
indemnifying party will be entitled to participate in, and, to the extent that
it may wish, to assume the defense thereof, with counsel satisfactory to such
indemnified party, and after notice from the indemnifying party to the
indemnified party of its election so to assume the defense thereof, the
indemnifying party will not be liable under this Section 7 for any legal or
other expense subsequently incurred by such indemnified party in connection with
the defense thereof other than reasonable costs of investigation.

     8. ADJUSTMENT. The number of shares of Preferred Stock and the terms of the
Common Stock Warrants included in the Units purchasable upon the exercise of the
Warrants are subject to adjustment from time to time upon the occurrence of any
of the events enumerated below:

     (a) Definition of "Shares". As used herein, "Shares" shall mean shares of
the Company's Series A Convertible Cumulative Redeemable Preferred Stock.

     (b) Change in Preferred Stock. If the Company shall at any time subdivide
its outstanding Shares by recapitalization, reclassification or split-up, the
number of Shares per Unit issuable upon exercise of this Warrant immediately
prior to such subdivision shall be proportionately increased, and if the Company
shall at any time combine the outstanding Shares by recapitalization,
reclassification or combination, the number of Shares per Unit issuable upon
exercise of this Warrant immediately prior to such combination shall be
proportionately decreased.

     (c) Distribution of Securities or Other Assets. If the Company shall
distribute to all of its holders of Shares any securities (which do not
otherwise require any adjustment in the number of Shares issuable upon exercise
of this Warrant) or other assets (other than a cash distribution made as a
dividend payable out of earnings or out of earned surplus legally available for
dividends under the laws of the jurisdiction of incorporation of the Company),
the Board of Directors shall be required to make such equitable adjustment in
the Shares per Unit issuable upon exercise of this Warrant and the exercise
price thereof prior to the record date of such distribution as may be necessary
to preserve to the holders of the Warrants rights substantially proportionate to
those enjoyed hereunder immediately prior to the happening of such distribution.
Any such adjustment made by the Board of Directors reasonably made in good faith
shall be final and binding on the holder hereof. Any such adjustment shall
become effective as of the record date for distribution.

     (d) Effect of Sale, Merger or Consolidation. If any capital reorganization
of the capital stock of the Company, or consolidation or merger of the Company
with another corporation, or the sale of all or substantially all of its assets
to another corporation shall be effected after the date hereof, then as a
condition of such reorganization, consolidation, merger or sale, lawful and
adequate provision shall be made whereby the holder of each Warrant shall
thereafter have the right to purchase and receive upon the basis and upon the
terms and conditions specified in this Warrant Certificate and in lieu of the
Shares and Common Stock Warrants to be included in the Units underlying the
Warrant, such shares of stock, securities or assets as the holder of the Warrant
would have been entitled to receive if such holder had exercised the Warrant
immediately prior thereto. The Company shall not effect any such consolidation,
merger or sale, unless prior to or simultaneously with the

                                       -6-


<PAGE>



consummation thereof, the successor corporation (if other than the Company)
resulting from such consolidation or merger or the corporation purchasing such
assets shall assume, by written instrument executed and delivered to the holder
of each Warrant, the obligation to deliver to the holder of each Warrant, such
shares of stock, securities or assets as, in accordance with the foregoing
provisions, such holders may be entitled to purchase.

     (e) Notice to Warrantholders of Adjustment. Whenever the number of Shares
per Unit is adjusted as herein provided, the Company shall cause to be mailed to
the holders of Warrants in accordance with the provisions of this Section 8 a
notice (i) stating that the number of Shares purchasable upon exercise of
Warrants has been adjusted, (ii) setting forth the adjusted number of Shares
purchasable upon the exercise of a Warrant, and (iii) showing in reasonable
detail the computations and the facts, including the amount of consideration
received or deemed to have been received by the Company, upon which such
adjustments are based.

     (f) Notice to Warrantholders of Stock Dividends, Reorganizations, etc.. In
case at any time after the date hereof:

        (1) there shall be any capital reorganization or reclassification of the
capital stock of the Company (other than a change in par value, or from par
value to no par value, or from no par value to par value or as a result of the
subdivision or combination of Shares), or any conversion of the Shares into
securities of another corporation, or a sale of all or substantially all of the
assets of the Company, or a consolidation or merger of the Company with another
corporation (other than a merger with a subsidiary in which merger the Company
is the continuing corporation and which does not result in any reclassification
or change of the Units issuable upon exercise of the Warrants); or

        (2) there shall be a voluntary or involuntary dissolution, liquidation
or winding up of the Company;

then, in any one or more of said cases, the Company shall cause to be mailed to
the holders of Warrants, not less than 45 days before any record date or other
date set for definitive action, written notice of the date upon which the books
of the Company shall close or a record shall be taken for purposes of such
dividend, distribution or subscription rights or upon which such reorganization,
reclassification, conversion, sale, consolidation, merger, dissolution,
liquidation or winding up shall take place, as the case may be. Such notice
shall also set forth facts as shall indicate the effect of such action (to the
extent such effect may be known at the date of such notice) on the number of
Shares per Unit and the kind and amount of the shares of stock and other
securities and property deliverable upon exercise of the Warrants. Such notice
shall also specify the date as of which the holders of the shares of record
shall participate in said dividend, distribution or subscription rights or shall
be entitled to exchange their Shares for securities or other property
deliverable upon such reorganization, reclassification, conversion, sale,
consolidation, merger, dissolution, liquidation or winding up, as the case may
be (on which date in the event of voluntary or involuntary dissolution,
liquidation or winding up of the Company, the right to exercise the Warrants
shall terminate).

                                       -7-


<PAGE>



     (g) Fractional Shares. The Company shall not be required to issue any
fraction of a Share upon the exercise of Warrants. If more than one Warrant
shall be surrendered for exercise at one time by the same holder, the number of
full Shares which shall be issuable upon exercise thereof shall be computed on
the basis of the aggregate number of Warrants so exercised. If any fractional
interest in a Share shall be deliverable upon the exercise of any Warrant or
Warrants, the Company shall make an adjustment therefor in cash equal to such
fraction multiplied by the average closing price, or if none, by the average
closing bid price, of the Shares on the business day next preceding the day of
exercise.

     (h) Adjustment of Common Stock Warrants. The exercise price and the number
of shares of Common Stock purchasable upon the exercise of the Common Stock
Warrants shall be determined by the anti-dilution and other adjustment
provisions provided for by the terms of a certain Warrant Agreement dated
_____________, 1998 between the Company and American Stock Transfer & Trust
Company (the "Warrant Agreement"); such adjustments to be made to the same
extent and in the same fashion as the adjustments, if any, made in the Common
Stock Purchase Warrants sold to the public pursuant to the Registration
Statement.

     9. SURVIVAL. The various rights and obligations of the holder hereof and of
the Company as set forth in Sections 5, 6 and 7 hereof shall survive the
exercise of the Warrants represented hereby and the surrender of this Warrant
Certificate, and upon the surrender of this Warrant Certificate and the exercise
of all the Warrants represented hereby, the Company shall, if requested by the
holder, deliver to the holder hereof its written acknowledgment of its
continuing obligations under said Sections. The holders of the Warrants shall,
if requested by the Company, deliver to the Company their written acknowledgment
of their continuing obligations under said Sections.

     10. NOTICE. All notice required by this Warrant Certificate to be given or
made by the Company shall be given or made by first class mail of the United
States Postal Service, postage prepaid, addressed to the registered holder
hereof at the address of such holder as shown on the books of the Company;
provided that where notice is to be given pursuant to Sections 6, 7 and 8 hereof
to holders of Units or components thereof who are not holders of Warrant
Certificates, such notice shall be given or made in the manner noted above to
the record owner of such Units or components at the address of such owner as
shown on the books of the Company.

     11. LOSS OR DESTRUCTION. Upon receipt of evidence satisfactory to the
Company of the loss, theft, destruction, or mutilation of this Warrant
Certificate and, in the case of any such loss, theft or destruction, upon
delivery of an indemnity agreement satisfactory in form and amount to the
Company or, in the case of any such mutilation, upon surrender and cancellation
of this Warrant Certificate, the Company at its expense will execute and
deliver, in lieu thereof, a new Warrant Certificate of like tenor.

                                       -8-


<PAGE>



                                         EUROWEB INTERNATIONAL CORP.

                                         By:__________________________________
                                            President

ATTEST:

- --------------------------------
                       Secretary

                                       -9-


<PAGE>




                                   ASSIGNMENT

(To be executed by the registered holder to effect a transfer of the
 within Warrant)

   FOR VALUE RECEIVED, .... hereby sell, assign and transfer unto

                       ------------------------------------
                       (Name)

                       -------------------------------------------------------
                       (Address)

the right to purchase .................... Units of Series A Convertible
Cumulative Redeemable Preferred

Stock and Common Stock Purchase Warrants of EuroWeb International Corp.
evidenced by the within Warrant, together with all right, title and interest
therein, and do irrevocably constitute and appoint attorney to transfer the said
right on the books of said Corporation with full power of substitution in the
premises.

Dated, ..................................., 19 ....

                                         -------------------------------------
                                         Signature

                                      -10-


<PAGE>






                                  PURCHASE FORM
                    (To be executed upon exercise of Warrant)

To:   EUROWEB INTERNATIONAL CORP.

      The undersigned hereby exercises the right to purchase ..... Units of
Series A Convertible Cumulative Redeemable Preferred Stock and Common Stock
Purchase Warrants of EuroWeb International Corp. according to the terms and
conditions thereof, and herewith makes payment of the purchase price in full.

Dated: ............................................... , 19...

                              -------------------------------------
                              Signature

                                      -11-


<TABLE>
<CAPTION>

                                                  EXHIBIT 4(i)

<S>             <C>                                                                                               <C>
- -------------   From and after          , or such earlier date after           , as may be determined               ---------------
   NUMBER       by J.W. Barclay & Co., Inc. (the "Separation Date"),  the share of the Preferred Stock and the           UNITS
                Warrant which comprise each Unit will be separately transferable and will be evidenced by a
 EIU            Preferred Stock Certificate and a Warrant Certificate, each to be issued to the holder of this Unit
- -------------   Certificate upon surrender of this Unit Certificate to the Transfer Agent of the Company.           ---------------



                          EUROWEB INTERNATIONAL CORP.
              Incorporated Under The Laws Of The State of Delaware                                            SEE REVERSE FOR
                                                                                                              CERTAIN DEFINITIONS
- -----------------------------------------------------------------------------------------------------------------------------------
                                      UNITS                                                                CUSIP 298801  30  9


This certifies that:






is owner of

- -----------------------------------------------------------------------------------------------------------------------------------

Each Unit ("Unit") consists of one share of Series A Convertible Cumulative Redeemable Preferred Stock (the "Preferred Stock") and
one Common Stock Purchase Warrant (the "Warrant") of Euroweb International Corp. (the "Company"). Each share of Preferred Stock is
convertible at any time on or after the Separation Date into shares of Common Stock. The Company will furnish without charge to
each unitholder who so requests, the designations, powers, preferences and relative, participating, optional or other special
rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or
rights. Each Warrant entitles the holder to purchase one share of the Common Stock of the Company for $.00 per share at any time
on or after the Separation Date and before 5:00 p.m. New York, New York Time on       ,. The terms of the Warrants are governed by
a Warrant Agreement dated as of (the "Warrant Agreement") between the Company and American Stock Transfer & Trust Company, as
Warrant Agent (the "Warrant Agent") and are subject to the terms and provisions contained therein, to all of which terms and 
provisions the holder of this Unit Certificate consents by acceptance thereof. Copies of the Warrant Agreement are on file at the
office of the Warrant Agent at 40 Wall Street, New York, NY 10005 and are available to any Warrant holder on written request and
without cost.

     This certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar of the Company.
     WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.

                                                                                                                            
DATED:


EUROWEB INTERNATIONAL CORP.                            [SEAL]


/s/Frank R. Cohen                                                                 /s/Robert Genova
- -----------------                                                                 ----------------

Countersigned and Registered

  American Stock Transfer & Trust Company, New York, NY
                                             Transfer Agent and Registrar

  By:

                         Authorized Signature

</TABLE>

<PAGE>


(Reverse side)



                           EUROWEB INTERNATIONAL CORP.

                                      UNITS

         The following abbreviations, when used in the inscription on the face
of this certificale, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>

         <S>                                        <C> 
         TEN COM - as tenants in common              UNIF GIFT MIN ACT - ..........Custodian.........
         TEN ENT - as tenants by the entireties                                 (Cust)             (Minor)
         JT TEN - as joint tenants with right of                                under Uniform Gifts to Minors
                     survivorship and not as tenants

                     in common                                                          Act............
                                                                                                  (State)

     Additional abbreviations may also be used though not in the above list.

     For Value Received, ____________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
      IDENTIFYING NUMBER OF ASSIGNEE

- -----------------------------------------


- -----------------------------------------------------------------------------------------------------------------------------------
                   (Please print or typewrite name and address, including zip code of assignee)

- -----------------------------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------------Units
of securities represented by the within Certificate, and do hereby irrevocably constitute and appoint


- ----------------------------------------------------------------------------------------------------------------------------Attorney
to transfer the said Units on the books of the within named Corporation with full power of substitution in the
premises.


Dated_______________



                                                     ------------------------------------------------------------------
                                                     NOTICE: The signature to this assignment must correspond with the name as 
                                                     written upon the face of the certificate in every particular, without
                                                     alteration or enlargement or any change whatsoever.




THE SIGNATURE TO THE ASSIGNMENT MUST CORRESPOND TO THE NAME AS WRITTEN UPON THE FACE OF THIS CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A COMMERCIAL BANK
OR TRUST COMPANY OR A MEMBRR FIRM OF A NATIONAL OR REGIONAL OR OTHER RECOGNIZED STOCK EXCHANGE IN CONFORMANCE
WITH A SIGNATURE GUARANTEE MEDALLION PROGRAM
- -----------------------------------------------------------------------------------------------------------------------------------
STOCK MARKET INFORMATION EXCHANGE
www.stockinformation.com
</TABLE>


<TABLE>
<CAPTION>

                                                             EXHIBIT 4(j)

<S>             <C>                                                                     <C>
- -------------                  SEE LEGEND ON REVERSE SIDE                                ---------------  
   NUMBER                                                                                    WARRANTS
                          VOID AFTER 5:00 P.M. NEW YORK TIME ON   
 UEIW                           COMMON STOCK PURCHASE WARRANTS
- -------------                                                                             ---------------

                           EUROWEB INTERNATIONAL CORP.
              Incorporated Under The Laws Of The State of Delaware


                               PURCHASE WARRANTS                                          CUSIP 298801 11 9



THIS CERTIFIES THAT
FOR VALUE RECEIVED:


or registered assigns (the "Registered Holder") is the owner of the number of Common Stock Purchase Warrants ("Warrants")
specified above. Each Warrant entitles the Registered Holder to purchase, subject to the terms and conditions set forth
in this Certificate and the Warrant Agreement (as hereinafter defined), one (1) fully paid and nonassessable share of
Common Stock, $.001 par value, of Euroweb International Corp., a Delaware corporation (the "Company"), at any time prior
to the Expiration Date (as hereinafter defined), upon the presentation and surrender of this Warrant Certificate with the
Subscription Form on the reverse hereof duly executed, at the corporate office of American Stock Transfer & Trust Company,
as Warrant Agent, or its successor (the "Warrant Agent"), accompanied by payment of $    .00 (the "Purchase Price") in lawful
money of the United States of America in cash or by official bank or certified check made payable to Euroweb International 
Corp. in New York Clearing House funds.
     The Warrant Certificate is issued pursuant to and is subject in all respects to the terms and conditions set forth in
Warrant Agreement (the "Warrant Agreement"), dated as of               ,     , by and among the Company and the Warrant Agent.
     In the event of certain contingencies provided for in the Warrant Agreement, the Purchase Price or the number of shares of
Common Stock subject to purchase upon the exercise of each Warrant represented hereby are subject to modification or adjustment.
     Each Warrant represented hereby is exercisable at the option of the Registered Holder, but no fractional shares of Common
Stock will be issued. In the case of the exercise of less than all the Warrants represented hereby, the Company shall cancel this
Warrant Certificate upon the surrender hereof and shall exercise and deliver a new Warrant Certificate or Warrant Certificate of 
like tenor, which the Warrant Agent shall countersign for the balance of such Warrants.
     The term "Expiration Date" shall mean 5:00 P.M. (New York time) on            ,    . If such date shall in the State of New
York be a holiday or a day on which the banks are authorized to close, then the Expiration Date shall mean 5:00 P.M. (New York
time) on the next following day which in the State of New York is not a holiday or day on which banks are authorized to close.
     The Company shall not be obligated to deliver any securities pursuant to the exercise of this Warrant unless a registration
statement under the Securities Act of 1933, as amended, with respect to such securities is effective. The Company has covenanted
and agreed that it will file a registration statement and will use its best efforts to cause the same to become effective and to
keep such registration statement current while any of the Warrants are outstanding. This Warrant shall not be exercisable by a 
Registered Holder in any state where such exercise would be unlawful.
     This Warrant Certificate is exchangeable, upon the surrender hereof by the Registered Holder at the corporate office of the
Warrant Agent, for a new Warrant Certificate or Warrant Certificates of like tenor representing an equal aggregate number of
Warrants, each of such new Warrant Certificates to represent such number of Warrants as shall be designated by such Registered
Holder at the time of such surrender. Upon due presentment of this Warrant Certificate for registration of transfer at such office,
together with any tax of other governmental charge imposed in connection therewith, a new Warrant Certificate or Warrant
Certificate representing an equal aggregate number of Warrants will be issued to the transferee in exchange therefor, subject to
the limitations provided in the Warrant Agreement.
     Prior to the exercise of any Warrant represented hereby, the Registered Holder shall not be entitled to any rights of a 
shareholder of the Company, including, without limitation, the right to vote or to receive dividends or other distributions, and
shall not be entitled to receive any notice of any proceedings of the Company, except as provided in the Warrant Agreement.
     Prior to due presentment for registration of transfer hereof, the Company and the Warrant Agent may deem and treat the
Registered Holder as the absolute owner hereof and of each Warrant represented hereby (notwithstanding any notations of ownership
or writing hereon made by anyone other than a duly authorized officer of the Company or the Warrant Agent) for all purposes and 
shall not be affected by any notice to the contrary.
     The Warrant Certificate shall be governed by and construed in accordance with the laws of the State of New York.
     This Warrant Certificate is not valid unless countersigned by the Warrant Agent.

  IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly executed, manually or in facsimile by two of its
officers thereunto duly authorized and a facsimile of its corporate seal to be imprinted hereon.

DATED:


EUROWEB INTERNATIONAL CORP.                            [SEAL]


/s/Frank R. Cohen                                                                 /s/Robert Genova
- -----------------                                                                 ----------------

Countersigned and Registered

  American Stock Transfer & Trust Company, New York, NY
                                             Transfer Agent and Registrar

  By:

                         Authorized Signature

</TABLE>



<PAGE>


Reverse side

                           EUROWEB INTERNATIONAL CORP.

                          COMMON STOCK PURCHASE WARRANT

         The following abbreviations, when used in the inscription on the face
of this certificale, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>

         <S>                                        <C> 
         TEN COM - as tenants in common              UNIF GIFT MIN ACT - ..........Custodian.........
         TEN ENT - as tenants by the entireties                                 (Cust)             (Minor)
         JT TEN - as joint tenants with right of                                under Uniform Gifts to Minors
                     survivorship and not as tenants

                     in common                                                          Act............
                                                                                                  (State)

     Additional abbreviations may also be used though not in the above list.

                         ------------------------------

                               SUBSCRIPTION FORM
  (To Be Executed by the Registered Holder in Order to Exercise the Warrants)

     The undersigned hereby irrevocably elects to exercise the right to purchase represented by the within Warrant ("Warrant") for
and to purchase thereunder, _____________ shares of Common Stock provided therein and tenders herewith payment of the
purchase price in full to the order of the Company and requests that certificates for such shares shall be issued in the name of:




PLEASE INSERT SOCIAL SECURITY OR OTHER
      IDENTIFYING NUMBER OF ASSIGNEE

- -----------------------------------------


- -----------------------------------------------------------------------------------------------------------------------------------
                         (Please print name and address)


- -----------------------------------------------------------------------------------------------------------------------------------
and, if such number of shares shall not be all the shares purchasable thereunder, that a new Warrant for the balance remaining of
the shares purchasable under the within Warrant be registered in the name of, and delivered to the undersigned at the address
stated below:

PLEASE INSERT SOCIAL SECURITY OR OTHER
      IDENTIFYING NUMBER OF ASSIGNEE

- -----------------------------------------


- -----------------------------------------------------------------------------------------------------------------------------------
                         (Please print name and address)


- -----------------------------------------------------------------------------------------------------------------------------------


Dated:_____________________, 19___

                                                                                         ------------------------------------------
                                                                                                            Signature
                                                                                          (Signature must conform in all respects to
                                                                                          name of holder as specified on the face
                                                                                          of this Warrant Certificate)


                         ------------------------------



                                   ASSIGNMENT
         (To be Executed by the Registered in Order to Assign Warrants)


     For Value Received, ____________ hereby sell, assign and transfer unto


PLEASE INSERT SOCIAL SECURITY OR OTHER
      IDENTIFYING NUMBER OF ASSIGNEE

- -----------------------------------------


- -----------------------------------------------------------------------------------------------------------------------------------
                   (Please print or typewrite name and address, including zip code of assignee)

- -----------------------------------------------------------------------------------------------------------------------------------
the within Warrant together with all right, title and interest therein and does hereby irrevocably constitute and appoint

- -----------------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------------Units
to transfer said Warrants on the books of the within named Corporation with full power of substitution in the
premises.


Dated_______________, 19__



                                                     ------------------------------------------------------------------
                                                          NOTICE: The signature to this assignment must correspond with
                                                     the name as written upon the face of the within instrument in every
                                                     particular, without alteration or enlargement or any change whatsoever.


STOCK MARKET INFORMATION EXCHANGE
www.stockinformation.com

</TABLE>



                                                       Exhibit 5(a)


                           (Cohen & Cohen Letterhead)

July 7, 1998

Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549

                           Re:      Euroweb International Corp.
                                    Commission File No. 333-52841
                                    -----------------------------

Gentlemen:

         This opinion is being furnished to you with respect to a public
offering and sale by Euroweb International Corp. (EWEB) (the "Company"), of
1,000,000 units (the "Units"), each unit consisting of one share of Series A
Convertible Cumulative Redeemable Preferred Stock, (the "Preferred Shares") and
three Common Stock Purchase Warrant (the"Warrants"), which public offering is
more fully described in the Registration Statement on Form SB-2, No.333-52841
filed by the Company with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended.

         We have acted as legal counsel to the Company in connection with the
preparation of the Registration Statement and in connection with various related
matters. During the course of the preparation of the Registration Statement, we
participated in conferences (telephone and/or in person) with officers of the
Company, with representatives of the Company's independent accountants and with
representatives of J.W. Barclay & Co., Inc., during which the contents of the
Registration Statement and various other related matters were discussed. We have
also examined the Certificate of Incorporation of the Company as amended (as
filed with the Secretary of State of Delaware), the ByLaws of the Company and
such other corporate records and other documents as we have deemed necessary or
desirable as the basis for our opinion hereinafter set forth.

         Based upon and subject to the foregoing, we are of the opinion that:

         (a) The Company is a corporation duly organized and validly existing
         under the laws of the State of Delaware and has full corporate power to
         own its properties and to conduct its business as such is described in
         the Registration Statement.

         (b) The Units and the Preferred Shares and Warrants comprising such
         Units have been duly authorized and will, upon payment therefor and
         delivery thereof in accordance with the Registration Statement, be
         validly issued and fully paid and non-assessable, and all corporate
         action required to be taken by the Company for the authorization,
         issuance and sale of the Units, Preferred Shares and the Warrants has
         been validly and sufficiently taken and the certificates representing
         the Preferred Shares and Warrants are in proper legal form.


<PAGE>


         (c) The common stock issuable upon conversion of the Preferred Shares
         and upon exercise of the Warrants has been duly and validly authorized
         and reserved for issuance upon such conversion and exercise and when
         issued in accordance with the terms of the Preferred Shares and the
         Warrants, will be validly issued, fully paid and non-assessable.

         We consent to the filing of this opinion as an Exhibit to the aforesaid
Registration Statement and further consent to the reference made to this law
firm under the caption "Legal Opinions" in the Prospectus constituting a part of
such Registration Statement.

Very truly yours

COHEN & COHEN



/s/Frank R. Cohen
- -----------------
Frank R. Cohen




                                                            Exhibit 10(y)

         AGREEMENT dated as of the 20th day of April, 1998 between Euroweb
International Corp., a Delaware corporation (the "Company") and Eurus Capital
Corporation, a Delaware corporation (the "Consultant").

                                   WITNESSETH;

         WHEREAS, the Company is engaged in the Internet business in Hungary and
desires to expand its business into other Central European countries and in
particular, into Poland; and

         WHEREAS, the Consultant maintains a general consulting business in
Poland and has heretofore provided to the Company initial research services
regarding the Internet business in Poland, and

         WHEREAS, the Company wishes to retain the services of the Consultant as
its consultant upon the terms hereinafter set forth.

         NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:

         1. The Consultant shall provide research and advisory services to the
Company with respect to the planning of an Internet service provider in Poland.
Such services will include a preliminary market survey; advice regarding the
general political, economic and regulatory conditions in Poland; consideration
of possible funding sources for the Company in Poland; seeking potential joint
venture partners; identifying potential acquisitions; and advice as to
structuring and financing such business in Poland. Such services will be
performed by Eurus Capital Corporation and/or any of its subsidiary
corporations.

         2. The Consultant shall not disclose to any third party any
confidential information obtained during the course of providing its services
under this Agreement without the written consent of the Company.

         3. The Consultant shall provide the services covered by this Agreement
as a consultant only and shall have no authority to bind or commit the Company
to any contract, agreement, obligation, employment arrangement, license
application, license agreement, purchase order, or any arrangement that may
create any obligation for the Company.

         4. The Consultant will perform its services for the Company (including
all affiliates of the Company) in respect of all Internet of the Company
projects for a period of two years from the date of this Agreement.


<PAGE>



Euroweb International Corp
Agreement
page 2

         5. This Agreement is not transferable and all services to be provided
hereunder shall be performed by officers and employees of the Consultant
(including its affiliates)

         6. As consideration for such services, including all services which
have been preformed heretofore, the Company shall issue options, in the form
annexed hereto as Exhibit A, to the Consultant to purchase 300,000 shares of its
Common Stock at a price of $1.l25 per share for a period of three years from the
date hereof

         7. The Consultant shall not be required to devote any minimum amounts
of time to its services hereunder.

         8. The Consultant shall not be entitled to reimbursement of any
expenses except such actual incurred expenses as may be approved by the Company
in advance,

         9. This Agreement shall be governed by the laws of the State of New
York.

         10. This Agreement shall have a term of two years except in respect of
any considerations of confidentiality, which conditions shall remain in effect
for three years from the date of this Agreement.

         11. Modifications or amendments to this Agreement shall only be
considered effective if in writing and executed by duly authorized officers of
both parties.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.

                                            EUROWEB INTERNATIONAL CORP.

                                            By:

                                            EURUS CAPITAL CORPORATION

                                            By:

<PAGE>


                              RESCISSION AGREEMENT

         Agreement dated July 10, 1998 between Euroweb International Corp., a
Delaware corporation (the"Company") and Eurus Capital Corporation, a Delaware
corporation (the"Consultant").

                                   WITNESSETH

         WHEREAS, the parties hereto entered into an agreement (the"Agreement")
on April 20, 1998 whereby the Company retained the Consultant to perform
services for it; and

         WHEREAS, the parties hereto desire to rescind the agreement ab initio;

                                 NOW, THEREFORE,

         The parties agree to rescind the Agreement ab initio.

         IN WITNESS WHEREOF, the parties hereto have executed this agreement as
of the date first above written.

                                        EUROWEB INTERNATIONAL CORP.

                                        By:

                                        EURUS CAPITAL CORPORATION

                                        By:




                                                                Exhibit 10(z)

                           FINANCIAL CONSULTING AGREEMENT

         AGREEMENT made this day of July , 1998 by and between J.W. Barclay &
Co., Inc. (herein referred to as "Consultant), and Euroweb International Corp.
(herein referred to as "Client).

         WHEREAS, Client desires to obtain Consultant's consulting services in
connection with Client's business and financial affairs, and Consultant is
willing to render such services as hereinafter more fully set forth.

         NOW, THEREFORE, the parties agree as follows:

         1. Client hereby engages and retains Consultant and Consultant hereby
agrees to use its best efforts, to render to Client the consulting services
hereinafter described for a period of two years commencing as of July , 1998,
and conditioned upon the closing of the underwriting contemplated in the
Registration Statement on Form SB-2 (No. 333-52841) filed by Client with the
Securities and Exchange Commission.

         2. Consultant's services hereunder shall consist of consultations with
Client concerning the management and operations and the financing of Client's
business as Client may from time to time request during the term of this
consulting agreement.

         3. Consultant's services may include, at the request of the Client,
attendance at meetings of the Client's Board of Directors and review, analysis
and report on proposed investment opportunities, short term and long term
investment policies, evaluation of the Client's managerial and financial
requirements, assistance in preparation of budgets and business plans, advice
regarding sales and marketing and review and advice with respect to future
public or private financings. Client agrees that Consultant shall not be
prevented or barred from rendering services of similar or dissimilar nature for
or on behalf of any person, firm or corporation other than Client. Nothing
herein shall require the Consultant to provide any minimum number of hours of
consultation services to the Client, and the amount of time to be devoted by
Consultant in performing services hereunder shall be within the discretion of
Consultant. Consultant agrees to keep confidential any nonpublic information
concerning Client which is imparted to Consultant by Client and which is
identified as confidential or proprietary by Client in writing and to use the
same only for the purposes of this agreement. Materials prepared for Client
pursuant to this agreement are to be the property of Client.

         4. Client agrees to pay to the Consultant for its services hereunder
the sum of Dollars per year for each year of the term of this Agreement. Said
fee shall be paid in full upon the execution hereof.

         This agreement has been executed and delivered in the State of New York
and shall be governed by the laws of such state, without giving effect to the
conflicts of laws rules thereunder.


<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
signed as of the day and year first above written.

                                                     J.W. BARCLAY & CO., INC.

                                       By:

                                                     EUROWEB INTERNATIONAL CORP.

                                       By:







                                                              Exhibit 10(aa)


                                                    July , 1998

Euroweb International Corp.
445 Park Avenue
New York, New York  10022

                                      Re: Mergers and Acquisitions Agreement

Gentlemen:

         You have agreed that J.W. Barclay & Co., Inc. (the "Consultant") may
act as a financial consultant or finder for you in various transactions in which
Euroweb International Corp. (the "Company") may be involved, such as mergers,
acquisitions, joint ventures, debt or lease placements and similar or other,
on-balance or off-balance sheet, corporate finance transactions. The Company
hereby agrees that in the event that the Consultant shall first introduce to the
Company another party or entity, and that as a result of such introduction, a
transaction between such party or entity and the Company is consummated, (a
"Consummated Transaction"), then the Company shall pay to the Consultant a fee
as follows:

  a.  7% of the first $1,000,000 of the consideration paid in such transaction;

  b.  6% of the consideration in excess of $1,000,000 and up to $3,000,000;

  c.  5% of the consideration in excess of $3,000,000 and up to $5,000,000;

  d.  4% of the consideration in excess of $5,000,000 and up to $7,000,000;

  e.  3% of the consideration in excess of $7,000,000 and up to $9,000,000; and

  f.  2 1/2% of the consideration in excess of $9,000,000.

         The fee due to the Consultant shall be paid by the Company in cash at
the closing of the Consummated Transaction, without regard to whether or not the
Consummated Transaction involves payment in cash, in stock, or a combination of
stock and cash, or is made on an installment sale basis. By way of example, if
the Consummated Transaction involved securities of the acquiring entity (whether
securities of the Company, if the Company is the acquiring party, or securities
of another entity if the Company is the selling party) having a value of
$5,000,000, the cash consideration to be paid by the Company to the Consultant
shall be $200,000.

         In the event that for any reason the Company shall fail to pay to the
Consultant all or any portion of the fee payable hereunder when due, interest
shall accrue and be payable on the unpaid balance due hereunder from the date
when first due through and including that date when actually collected by the
Consultant, at a rate equal to 4 points over the average prime rate of banks in
New York City, computed on a daily basis and adjusted as announced from time to
time.


<PAGE>


         This agreement shall be effective on the date hereof and shall expire
on the fifth anniversary of the date hereof.

         Notwithstanding anything herein to the contrary, if the Company shall,
within 180 days immediately following the termination of the five year period
provided above, conclude a Consummated Transaction with any party introduced by
the Consultant to the Company prior to the termination of said five year period,
the Company shall also pay the Consultant the fee as provided herein.

         The Company represents and warrants to the Consultant that the
engagement of the Consultant hereunder has been duly authorized and approved by
the Board of Directors of the Company and this letter agreement has been duly
executed and delivered by the Company and constitutes a legal, valid and binding
obligation of the Company.

         This agreement has been executed and delivered in the State of New York
and shall be governed by the laws of such state, without giving effect to the
conflicts of laws rules thereunder.

         IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
signed as of the day and year first above written.

                                                    J.W. Barclay & Co., Inc.


                                                    By:
                                                       ------------------------

AGREED:

Euroweb International Corp.


By:
   -------------------------  



                                                       Exhibit 21


                                  SUBSIDIARIES

                              Jurisdiction                Percentage of
Name                          of Incorporation            Ownership
- ----                          ----------------            -------------

Teleconstruct Epetesi Kft.    Republic of Hungary              100%

Euroweb RT                    Republic of Hungary              100%   



                                                      


                                                                EXHIBIT 23(B)

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

EuroWeb International Corp.
New York, New York

     We hereby consent to the use in the Prospectus constituting a part of this
Registration Statement of our report dated April 10, 1998, relating to the
consolidated financial statements of EuroWeb International Corp. and
subsidiaries, which are contained in that Prospectus.

     We also consent to the reference to us under the caption "Experts" in the
Prospectus.

                                                               BDO Seidman, LLP

New York, New York
May 15, 1998

                                      II-7


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