EXHIBIT 4.15






                             Dated 23 December 2002




                               NETIA HOLDINGS B.V.

                                       and

                                 THE GUARANTORS
                                  named herein

                                       and

                              THE BANK OF NEW YORK

                                       and

                              ING BANK SLASKI S.A.



                              PAYING, REGISTRAR AND
                            TRANSFER AGENCY AGREEMENT
                  relating to 10% Senior Secured Notes due 2008

                                  Ref: AMS/ARYB


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                                TABLE OF CONTENTS

                                                                                                            PAGE
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1         DEFINITIONS..........................................................................................2

2         APPOINTMENTS.........................................................................................3

3         AUTHENTICATION; TRANSFER AND EXCHANGE OF GLOBAL NOTES................................................3

4         PAYMENT BY THE ISSUER................................................................................4

5         NOTIFICATION IN THE EVENT OF NON-PAYMENT.............................................................5

6         PAYMENT BY THE PAYING AGENTS.........................................................................5

7         REPAYMENT AND EARLY REDEMPTION.......................................................................7

8         CANCELLATION OF NOTES................................................................................7

9         ISSUE OF REPLACEMENT DEFINITIVE REGISTERED NOTES.....................................................8

10        DUTIES OF THE TRANSFER AGENT IN RESPECT OF TRANSFERS................................................10

11        DUTIES OF THE REGISTRAR.............................................................................11

12        DOCUMENTS AND DEFINITIVE REGISTERED NOTES FOR THE TRANSFER AGENT....................................12

13        INFORMATION AND REGULATIONS CONCERNING THE NOTES....................................................15

14        REMUNERATION........................................................................................16

15        PAYING AGENTS.......................................................................................16

16        MISCELLANEOUS.......................................................................................17

17        CHANGES IN AGENTS...................................................................................19

18        NOTICES.............................................................................................20

19        GOVERNING LAW AND JURISDICTION......................................................................22

20        COUNTERPARTS........................................................................................22

21        CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999........................................................22

SCHEDULE REGULATIONS CONCERNING THE TRANSFER AND REGISTRATION OF NOTES IN DEFINITIVE FORM.....................25


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THIS AGREEMENT is made on 23 December 2002

BETWEEN:

(3)  NETIA HOLDINGS B.V., with corporate seat in Amsterdam and whose office
     address is at Amsteldijk 166-6, 1079LH Amsterdam, The Netherlands (the
     "ISSUER");

(4)  NETIA HOLDINGS S.A., whose registered office is at ul. Poleczki 13, 02-822
     Warsaw, Poland; NETIA TELEKOM S.A., whose registered office is at ul.
     Poleczki 13, 02-822 Warsaw, Poland; NETIA SOUTH SP. Z O.O., whose
     registered office is at ul. Poleczki 13, 02-822 Warsaw, Poland (each a
     "Guarantor" and, together, the "GUARANTORS");

(5)  THE BANK OF NEW YORK, acting through its London Branch at 48th Floor, One
     Canada Square, London E14 5AL, as principal paying agent and transfer agent
     (the "PRINCIPAL PAYING AGENT");

(6)  THE BANK OF NEW YORK, whose registered office is at 101 Barclay Street, New
     York, New York 10286 as paying and transfer agent (the "U.S. PAYING
     AGENT");

(7)  THE BANK OF NEW YORK (LUXEMBOURG) S.A., whose registered office is at 1A
     Hohenhof, Senningerberg, Luxembourg, as paying agent and transfer agent
     (the "LUXEMBOURG PAYING AGENT");

(8)  THE BANK OF NEW YORK, acting through its London Branch at 48th Floor, One
     Canada Square, London E14 5AL, as registrar (the "REGISTRAR");

(9)  THE BANK OF NEW YORK, acting through its London Branch at 48th Floor, One
     Canada Square, London E14 5AL, as trustee for the persons for the time
     being the holders of the Notes referred to below (the "TRUSTEE", which
     expression shall include its successors as such trustee or joint trustee);
     and

(10) ]ING BANK SLASKI S.A., whose registered office is at ul. Sokolska 34,40-086
     Katowice, Poland, as security agent (the "SECURITY AGENT").

WHEREAS:

(A)  The Issuer has agreed to issue 10% Senior Secured Notes due 2008 (the
     "NOTES") in an aggregate principal amount at the date hereof of up to
     (euro)50,000,000.

(B)  The Notes are constituted by an indenture (the "INDENTURE") dated 23
     December 2002 and made between the Issuer, the Guarantors and the Trustee.

(C)  The Notes will be in registered form in denominations of (euro)1,000 and
     integral multiples thereof without coupons attached.

(D)  The Security Agent will act as security agent in Poland in respect of the
     Notes.

NOW IT IS HEREBY AGREED as follows:

1    DEFINITIONS

1.1  Terms defined or construed in the Notes or the Indenture shall, unless the
     context otherwise requires, have the same meanings when used herein. In
     addition:

     "BUSINESS DAY" means each Monday, Tuesday, Wednesday, Thursday and Friday
     which is not a day on which banking institutions in the city of New York,
     New York, the city of London, England and Warsaw, Poland are authorised or
     obligated by law or executive order to close and which is a day on which
     the TARGET system is operating

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     "DEFINITIVE REGISTERED NOTE" means a Definitive Registered Note for a Note
     in definitive form, in or substantially in the form set out in Exhibit A of
     the Indenture and issued or to be issued (as the case may be) in the name
     of a holder of Notes;

     "PAYING AGENT" means, as the context requires, the Principal Paying Agent,
     the Luxembourg Paying Agent and/or the U.S. Paying Agent;

     "PROCEEDINGS" has the meaning set out in Clause 20.2;

     "REGISTER" has the meaning set out in Clause 11.2;

     "REGULATIONS" has the meaning set out in Clause 14.2; and

     "REGULATION S" means Regulation S under the U.S. Securities Act of 1933, as
     amended;

     "TARGET SYSTEM" means the Trans-European Automated Real-Time Cross
     Settlement Express Transfer (TARGET) System or any successor thereto.

     "TRANSFER AGENT" means, as the context requires, the Principal Paying
     Agent, the Luxembourg Paying Agent and/or the U.S. Paying Agent.

1.2  References in this Agreement to "PRINCIPAL PAYING AGENT", "PAYING AGENT",
     "TRANSFER AGENT", "REGISTRAR", "SECURITY AGENT" and "AGENTS" shall mean and
     include each Principal Paying Agent, Paying Agent, Transfer Agent,
     Registrar, Security Agent and Agent from time to time appointed to exercise
     the powers and undertake the duties hereby conferred and imposed upon the
     Principal Paying Agent, Paying Agent, Transfer Agent, Registrar, Security
     Agent and Agents and notified to the Holders in accordance with Clause 17.

1.3  The Principal Paying Agent, Paying Agent, Transfer Agent, Security Agent
     and Registrar are collectively referred to as the "AGENTS". ------

1.4  References in this Agreement to principal and/or interest shall include any
     premium payable pursuant to the Indenture and any Additional Amounts
     payable pursuant to Section 9.23 of the Indenture or any undertakings given
     pursuant to the Indenture in addition to, or in substitution for, Section
     9.23 of the Indenture.

2    APPOINTMENTS

2.1  Each of the Issuer and the Guarantors hereby appoints, on the terms and
     subject to the conditions of this Agreement, the Agents (except in the case
     of the Security Agent) as its agents to perform the services described
     herein, and the Agents (except in the case of the Security Agent) hereby
     accept their appointment as such agents.

2.2  The Trustee hereby appoints, on the terms and subject to the conditions of
     this Agreement, the Security Agent to perform the services described in
     this Agreement and the Security Agent hereby accepts its appointment as the
     Security Agent.

2.3  Except in Clause 18, references to the Agents are to them acting solely
     through their respective specified offices.

2.4  The obligations of the Agents are several and not joint.

3    AUTHENTICATION; TRANSFER AND EXCHANGE OF GLOBAL NOTES

3.1  Global Notes


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     Immediately before issue, the Issuer shall deliver the Global Notes
     executed by the Issuer to or to the order of the Registrar for
     authentication together with information as to identities of the Holders,
     their respective entitlements to the Notes and their respective account
     details at Euroclear, Clearstream Banking and DTC. The Registrar (or its
     agent on its behalf) shall, after authenticating the Global Notes (in
     accordance with Section 2.2 of the Indenture), deliver the Global Notes to
     the Common Depositary and the DTC Nominee. If the principal amount of the
     Notes is increased from time to time following a Payment-in-Kind Election
     pursuant to Section 9.1 of the Indenture on a date after the date of this
     Agreement, the Principal Paying Agent and the Registrar shall act to the
     extent set forth in Section 9.1 of the Indenture and the Registrar shall
     make (or cause to be made) the appropriate endorsements to Schedule A of
     the Global Notes set forth at the back of the relevant Global Note to
     represent the increased aggregate principal amount of the Notes thereunder.

3.2  Transfers or Exchange of Interests Between Global Notes and of Beneficial
     Interests

     The transfers or exchanges of an interest in a Global Note and of any
     Beneficial Interest will be subject to the restrictions set forth in
     Section 2.7 of the Indenture and, if applicable, the Regulations. The
     Transfer Agents and the Registrar shall act in any such transfer or
     exchange to the extent set forth in Section 2.7 of the Indenture and such
     transfers or exchanges shall be effected in accordance with the applicable
     procedures of Euroclear or Clearstream Banking and DTC, or their respective
     successors, as applicable.

3.3  Exchange of Global Notes for Notes in Definitive Form

     To the extent that the circumstances set forth in Section 2.7(e)(i) or (ii)
     of the Indenture have occurred, the Transfer Agents and the Registrar shall
     act in the exchange of a relevant Global Note for Definitive Notes to the
     extent set forth in Section 2.7(e) of the Indenture.

4    PAYMENT BY THE ISSUER

4.1  Payment to the Principal Paying Agent

     Unless the Issuer has notified the Principal Paying Agent that, in
     accordance with Section 9.3 of the Indenture it will act as its own paying
     agent, in order to provide for the payment due in respect of the Notes, the
     Issuer, failing whom the Guarantors, shall unconditionally pay or procure
     to be paid to the Principal Paying Agent or, in the case of the DTC
     Restricted Global Note where the Holder has not elected to receive Euros in
     accordance with Section 2.15 of the Indenture, to the U.S. Paying Agent,
     for immediate value within the time period set forth in Section 2.15 of the
     Indenture, an amount sufficient (together with any funds then held by the
     Principal Paying Agent which are available for such purpose) to pay the
     amount due in respect of the Notes. In the case of a DTC Restricted Global
     Note where the Holder has not elected to receive Euros, the U.S. Paying
     Agent will convert any payments in U.S. dollars prior to payment in
     accordance with the provisions of Section 2.15 of the Indenture.

4.2  Notification of Payment

     Unless the Issuer has notified the Principal Paying Agent that, in
     accordance with Section 9.3 of the Indenture it will act as its own paying
     agent, the Issuer shall on or before 10 a.m. (London time) on the second
     Business Day prior to each due date for payment in respect of the Notes
     procure that the bank through which such payment is to be made will send to


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     the Principal Paying Agent confirmation that it has received from the
     Issuer an irrevocable instruction to make the relevant payment (by tested
     telex or authenticated SWIFT MT-100-Message).

5    NOTIFICATION IN THE EVENT OF NON-PAYMENT

     The Principal Paying Agent shall forthwith notify the Trustee, the other
     Paying Agents, the Issuer and the Guarantors (a) if it has not by the time
     specified for its receipt received the confirmation referred to in Clause
     4.2, or (b) if it has not by the relevant date specified in Clause 4.1
     received unconditionally the full amount in Euros required for the payment,
     or (c) if it receives unconditionally the full amount of any sum due in
     respect of the Notes after the relevant date specified in Clause 4.1.

     The Principal Paying Agent shall, at the expense of the Issuer and the
     Guarantors, forthwith upon receipt of any amount as described in
     subparagraph (c), cause notice of that receipt to be published under
     Section 1.6 of the Indenture.

6    PAYMENT BY THE PAYING AGENTS

6.1  Payment

     Only upon the receipt by the Principal Paying Agent from the Issuer or the
     Guarantors of the full amount in respect of any payment falling due, will
     the Paying Agent pay or cause to be paid on behalf of the Issuer on and
     after each due date therefor the amounts due in respect of the Notes and
     will be entitled to claim any amounts so paid from the Principal Paying
     Agent. The Paying Agent shall make payment of interest, as due, to the
     Holder(s) appearing on the Register on the record date for such payment. If
     any payment provided for in Clause 4.1 is made late but otherwise in
     accordance with this Agreement the Paying Agent will nevertheless make such
     payments in respect of the Notes upon receipt of such payment from the
     Principal Paying Agent. However, unless and until the full amount of any
     such payment has been made to the Principal Paying Agent the Paying Agent
     will not be bound to make such payments.

6.2  Reimbursement of Paying Agent

     The Principal Paying Agent will on demand promptly reimburse the Paying
     Agent from moneys made available for such purpose by the Issuer or the
     Guarantors, as the case may be, for payments in respect of the Notes
     properly made by the Paying Agent in accordance with this Agreement.

6.3  Method of Payment to Principal Paying Agent

     All sums payable to the Principal Paying Agent hereunder will be paid in
     Euros in immediately available funds, to such account with such bank as the
     Principal Paying Agent may from time to time notify to the Issuer and the
     Guarantors.

6.4  Surrender of Definitive Registered Notes to Paying Agent

     The Registrar and Paying Agents shall accept surrender of Definitive
     Registered Notes from Holders as a condition precedent to payment of
     principal in accordance with the Indenture. At close of business on the
     second Business Day before the due date for payment in respect of Notes,
     and, if Definitive Registered Notes are surrendered later than that, on any
     Business Day thereafter on which Definitive Registered Notes are
     surrendered, the Paying Agent will notify the Registrar and the Principal


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     Paying Agent of the numbers of the Definitive Registered Notes surrendered
     to it at that time. The Principal Paying Agent will cancel Definitive
     Registered Notes surrendered to it and dispose of, or forward to the
     Issuer, the cancelled Definitive Registered Notes in accordance with
     Section 2.12 of the Indenture.

6.5  Fees and expenses of the Agents

     The Principal Paying Agent will account to each of the other Agents (other
     than the Security Agent) for their fees and relevant costs and expenses in
     respect of the services performed by them under this Agreement promptly
     after receipt thereof from the Issuer or the Guarantors and following
     payment thereof to the Principal Paying Agent by the Issuer or, as the case
     may be, the Guarantors, the Issuer and the Guarantors shall have no
     responsibility for any such payments.

6.6  Trustee's Requirements Regarding Agents

     At any time (a) after a Default or an Event of Default shall have occurred
     and shall be continuing or the Notes shall otherwise have become due and
     repayable (b) the Trustee shall have received any money which it proposes
     to pay under Section 4.6 of the Indenture to the Holders or (c) the Trustee
     has released the Deposited Amount from the Deposit Account to the Principal
     Paying Agent to be held pending a redemption of the Notes in accordance
     with Section 10 of the Indenture, the Trustee may:

     6.6.1 by notice in writing to the Issuer, the Guarantors, the Principal
          Paying Agent, the other Paying Agent, the Registrar and the Transfer
          Agent require the Principal Paying Agent, the other Paying Agent, the
          Registrar and the Transfer Agent pursuant to this Agreement:

          (i)  to act thereafter as Principal Paying Agent, Paying Agent,
               Registrar and Transfer Agent respectively of the Trustee in
               relation to payments to be made by or on behalf of the Trustee
               under the provisions of the Indenture mutatis mutandis on the
               terms provided in this Agreement (save that the Trustee's
               liability under any provisions thereof for the indemnification,
               remuneration and payment of out-of-pocket expenses of the Paying
               Agents, the Registrar, the Security Agent and Transfer Agent
               shall be limited to the amounts for the time being held by the
               Trustee on the trusts of the Indenture and available for such
               purpose) and thereafter to hold all Notes and all sums, documents
               and records held by them in respect of Notes on behalf of the
               Trustee; or

          (ii) to deliver up all Notes and all sums, documents and records held
               by them in respect of Notes to the Trustee or as the Trustee
               shall direct in such notice provided that such notice shall be
               deemed not to apply to any documents or records which the
               relative Paying Agent, the Registrar, the Security Agent or the
               Transfer Agent is obliged not to release by any law or
               regulation; and/or

     6.6.2 by notice in writing to each of the Issuer and the Guarantors require
          it to make all subsequent payments in respect of the Notes to or to
          the order of the Trustee and not to the Principal Paying Agent.

6.7  Notice of change of the Trustee


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     The Issuer shall forthwith give notice to the Principal Paying Agent of any
     change in the person or persons comprising the Trustee.

6.8  Supplemental Agreement

     The Issuer and the Guarantors shall enter into an appropriate agency
     agreement supplemental to this Agreement with any Agent not a party to this
     Agreement. This Agreement and any agreement supplemental thereto shall
     implement the provisions of the Indenture that relate to each Agent. The
     Issuer shall promptly notify the Trustee and the Holders of the name and
     address and of any change in name and address of any Agent. If the Issuer
     fails to maintain a Registrar or Paying Agent, the Trustee shall act as
     such on behalf of the Issuer and shall be entitled to appropriate
     compensation in accordance with the provisions of Section 5.7 of the
     Indenture.

7    REPAYMENT AND EARLY REDEMPTION

7.1  Repayment

     Any money deposited with the Trustee or any Paying Agent, or then held by
     the Issuer or Parent, in trust for the payment of the principal of (or
     premium, if any) or interest on any Note and remaining unclaimed for two
     years after such principal, premium or interest has become due and payable
     shall be paid to the Issuer or Parent upon receipt of a written request
     signed by a member of the Board of Directors or the Management Board and
     delivered to the Trustee, or (if then held by the Issuer or Parent) shall
     be discharged from such trust; provided, however, that the Trustee or such
     Paying Agent, before being required to make any such repayment, may at the
     expense of the Issuer cause to be published once, in London's Financial
     Times and, for so long as the Notes remain listed on the Luxembourg Stock
     Exchange, the Luxemburger Wort, notice that such money remains unclaimed
     and that, after a date specified therein, which shall not be less than 30
     days from the date of such publication, any unclaimed balance of such money
     then remaining will be repaid to the Issuer. Subject to Clause 15, the
     Principal Paying Agent shall not, however, be otherwise required or
     entitled to repay to the Issuer or the Guarantors any sums received by it
     under this Agreement.

7.2  Early Redemption - Deposit of Redemption Price

     In the event of the Issuer electing to redeem all or some of the Notes in
     accordance with Article 10, at least one Business Day before the Redemption
     Date (or, if such due date is not a Business Day, on the immediately
     preceding Business Day), the Issuer shall unconditionally pay or procure to
     be paid to the Principal Paying Agent or if applicable, the U.S. Paying
     Agent, money sufficient to pay the Redemption Price of and accrued interest
     and Additional Amounts on all Notes to be redeemed on that date in
     accordance with Section 10.5 of the Indenture, other than Notes or portions
     thereof called for redemption on that date which have been delivered by the
     Issuer to the Trustee for cancellation.

8    CANCELLATION OF NOTES

8.1  Cancellation by the Principal Paying Agent

     All Notes which are redeemed shall be cancelled by, in the case of Notes in
     definitive form, the removal of the relevant Holder's name from the
     Register by the Registrar and, unless otherwise instructed in writing by
     the Issuer or the Guarantors, cancellation by the Principal Paying Agent of
     the corresponding Definitive Registered Notes pursuant to Section 2.12of


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     the Indenture or, if instructed by the Issuer or the Guarantors, sending
     the corresponding Definitive Global Note to the Issuer or the Guarantors
     (as applicable), and, in the case of Book-Entry Interests in a Global Note,
     the appropriate amendment of such Global Note by the Principal Paying
     Agent.

8.2  Cancellation by the Issuer

     If the Issuer or the Guarantors or any of their respective Subsidiaries
     purchases any Notes, the Issuer or, as the case may be, the Guarantors,
     shall forthwith cancel them or procure their cancellation (by appropriate
     amendment of the Global Notes if the Notes are represented thereby) and
     send the Definitive Registered Notes (if in definitive form) to the
     Principal Paying Agent for cancellation pursuant to Section 2.12 of the
     Indenture.

8.3  Cancelled Definitive Registered Notes

     Each Paying Agent shall (unless it is itself the Principal Paying Agent)
     give all relevant details for the purpose of sub-Clause 8.4 to, and shall
     forward Definitive Registered Notes surrendered to it promptly to the
     Principal Paying Agent for cancellation pursuant to Section 2.12 of the
     Indenture.

8.4  Certification of Payment Details

     Subject to receipt of the information described in sub-Clause 8.3, the
     Principal Paying Agent shall as soon as reasonably possible, and in any
     event within one month after the end of the calendar quarter during which
     any redemption, payment or purchase (as the case may be) takes place
     furnish the Issuer, the Guarantors, the Trustee and the Registrar with a
     Certificate stating (as applicable) (1) the aggregate amounts paid in
     respect of Notes redeemed, (2) the aggregate principal amount of the Notes
     purchased and cancelled and (3) the Definitive Registered Note numbers of
     such Notes (unless the Notes are represented by the Global Notes).

8.5  Records

     Subject to receipt of the relevant information, the Principal Paying Agent
     shall keep a full and complete record of all Notes and of their redemption,
     payment, cancellation, despatch, destruction and replacement (as
     appropriate) and shall make such record available at all reasonable times
     to the Issuer, the Guarantors, the Trustee and the other Agents.

8.6  Identifying Numbers

     The Registrar shall notify the Principal Paying Agent of the identifying
     numbers of the Definitive Registered Notes which are issued and the same
     shall form the basis of the records to be kept by the Principal Paying
     Agent.

8.7  Inspection

     Each of the Issuer and the Trustee, whenever it deems it necessary (acting
     reasonably), may inspect any Notes or Definitive Registered Notes held by
     the Principal Paying Agent, and any books and records maintained by the
     Principal Paying Agent under this Agreement during normal business hours
     and on giving reasonable notice.

9    ISSUE OF REPLACEMENT DEFINITIVE REGISTERED NOTES

9.1  Stocks of Definitive Registered Notes


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     From time to time after such time (if ever) as Notes may be transferred
     into names other than those of the holders of the Global Notes, the Issuer
     will, if Notes in definitive form are issued, cause a sufficient quantity
     of additional blank Definitive Registered Notes (other than the Global
     Notes) to be available, upon request, to the Registrar at its specified
     office for the purpose of delivering replacement Definitive Registered
     Notes as provided below. The Issuer will promptly notify the Trustee and
     the Registrar if the member of the board of directors or authorised
     representative of the Issuer whose manual or facsimile signature appears on
     such stocks of replacement Definitive Registered Notes ceases to be so
     authorised. In such circumstances the Issuer will promptly, properly and
     validly appoint a replacement member of the board of directors or
     authorised representative and promptly deliver to the order of the
     Registrar, such number of replacement Definitive Registered Notes as it may
     reasonably request, duly signed manually or in facsimile by such
     replacement authorised officer. Upon receipt of such replacement Definitive
     Registered Notes, the Registrar or its agent will be deemed to have been
     authorised by the Issuer to destroy any previous replacement Definitive
     Registered Notes and will notify the Issuer of such destruction.

9.2  Replacement

     The Registrar will authenticate and deliver or cause to be authenticated
     and delivered any replacement Definitive Registered Notes which the Issuer
     may determine to issue or deliver in place of Definitive Registered Notes
     which have been mutilated, defaced, lost, stolen or destroyed in accordance
     with the provisions of Section 2.8 of the Indenture. The Registrar will
     inform the Issuer upon receiving any request from a Holder for the issue of
     a replacement Definitive Registered Note.

9.3  Conditions of replacement

     The Registrar will verify, in the case of an allegedly lost, stolen,
     destroyed or wrongfully taken Definitive Registered Note in respect of
     which the identifying number is known or believed to be known, that the
     Note in respect of which such Definitive Registered Note is issued has not
     been redeemed, converted or purchased and, in each case, cancelled and the
     Registrar shall not deliver or cause to be delivered any replacement
     Definitive Registered Note unless and until the applicant therefor shall
     have:

     9.3.1 paid such expenses, taxes and duties as may be incurred in connection
          therewith and complied with any further requirements of the Trustee,
          Registrar, Principal Paying Agent or Issuer permitted pursuant to
          Section 2.8 of the Indenture;

     9.3.2 furnished the Registrar with such evidence (including evidence as to
          the identifying number of the Definitive Registered Note in question
          if known), security and indemnity as the Issuer and the Registrar may
          reasonably require; and

     9.3.3 surrendered to the Registrar any mutilated or defaced Definitive
          Registered Note to be replaced.

9.4  Cancellation of replaced Definitive Registered Notes

     The Registrar shall pass to the Principal Paying Agent any mutilated or
     defaced Definitive Registered Notes replaced by it pursuant to this Clause
     and shall furnish the Issuer, the Guarantors, the Registrar and the
     Principal Paying Agent with a Certificate, stating the identifying numbers
     of the Definitive Registered Notes, and the nominal amount of the Notes
     represented by them, and, unless otherwise instructed in writing by the
     Issuer or the Guarantors, the Principal Paying Agent shall destroy such


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     cancelled Definitive Registered Notes in accordance with Section 2.12 of
     the Indenture and furnish the Issuer, the Guarantors, the Registrar and the
     Principal Paying Agent with a Certificate confirming such destruction and
     containing information specified in Clause 9.5.

9.5  Notification

     The Registrar shall, on delivering any replacement Definitive Registered
     Note, forthwith inform the Issuer, the Guarantors, and each of the other
     Agents (except the Security Agent), of the identifying number of such
     replacement Definitive Registered Note and (if known) of the numbers of the
     relevant Notes in place of which such replacement Definitive Registered
     Note has been delivered.

9.6  Records

     The Registrar shall keep a full and complete record of all replacement
     Definitive Registered Notes delivered and shall make such record available
     at all reasonable times to the Issuer, the Guarantors, the Trustee and the
     Principal Paying Agent.

9.7  Notice of presentation of replaced Definitive Registered Notes

     Whenever any Definitive Registered Note alleged to have been lost, stolen
     or destroyed in replacement for which a new Definitive Registered Note has
     been issued shall be surrendered or delivered to an Agent (except the
     Security Agent) prior to payment or for exchange, the Agent shall
     immediately send notice thereof to the Issuer, the Guarantors, the
     Registrar, the Trustee and the Principal Paying Agent.

10   DUTIES OF THE TRANSFER AGENT IN RESPECT OF TRANSFERS

     The Transfer Agent shall perform such duties as are set out herein and in
     the Indenture and, in performing those duties, shall act in accordance with
     the Indenture and the provisions of this Agreement. The Transfer Agent
     will:

10.1 receive requests for the transfer of Notes, inform the Registrar, forward
     the deposited Definitive Registered Note(s) to the Registrar and assist in
     the issue of a new Definitive Registered Note in accordance with the
     Regulations referred to in Clause 14 and in particular forthwith notify the
     Registrar of (1) the name and address of the holder of the Note, (2) the
     identifying number of the relevant Notes, (3) (where the full principal
     amount of the Note in respect of which a Definitive Registered Note was
     issued is not to be transferred) the principal amount (which must be an
     authorised denomination) transferred, and (4) the name, address and account
     for payments (if any) of the transferee to be entered on the Register;

10.2 maintain in safe custody all Notes held by it hereunder and shall ensure
     that all Notes held by it are issued or delivered by it only in accordance
     with the Indenture and the provisions of this Agreement;

10.3 provided that it has not received notice from the Principal Paying Agent
     that the relevant funds have not been received, shall accept surrender and
     effect repayment of Notes on their due date for repayment;

10.4 keep the Registrar and (if requested) the Principal Paying Agent informed
     of all transfers; and

10.5 carry out such other acts as may be necessary to give effect to the
     Indenture and the provisions of this Agreement.


                                       10
<PAGE>
11   DUTIES OF THE REGISTRAR

11.1 The Registrar

     The Registrar shall maintain a register (the "REGISTER") at its specified
     office (or such other city as may be agreed between the Issuer and the
     Trustee) in accordance with Section 2.3 of the Indenture and the
     Regulations. The Register shall show the amount of the Notes and the date
     of issue and all subsequent cancellations, transfers, changes of ownership
     and exchanges in respect thereof and the names and addresses of the holders
     of the Notes. The Registrar shall at all reasonable times during office
     hours make the Register available to the Issuer, Guarantors, the Trustee,
     the other Agents or any person authorised by any of them for inspection and
     for the taking of copies thereof or extracts therefrom and the Registrar
     shall deliver to such persons all such lists of holders of Notes, their
     addresses, registered accounts, holdings and other details as they may
     request. The Register will include a record of the identifying number of
     each Definitive Registered Note which is issued.

11.2 Transfers

     The Registrar will receive requests for the transfer of Notes and will also
     receive Definitive Registered Notes deposited with the Transfer Agents for
     transfer, effect the necessary entries, authenticate and issue new
     Definitive Registered Note(s) in accordance with the Regulations referred
     to in Clause 14 and deliver new Definitive Registered Note(s) to the
     Transfer Agent.

11.3 The Registrar shall, so long as any Note is outstanding:

     11.3.1 effect exchanges of the Global Note or part thereof for Definitive
          Registered Notes, keep record of all exchanges (which exchanges shall
          not be effective until recorded in the Register) and ensure that the
          Principal Paying Agent is notified forthwith after any exchange;

     11.3.2 register all transfers of Notes (which transfer shall not be
          effective until recorded in the Register);

     11.3.3 receive any document in relation to or affecting the title to any of
          the Notes including all forms of transfer, forms of exchange,
          probates, letters of administration and power of attorney;

     11.3.4 maintain a proper record of the details of all documents received by
          itself or the Transfer Agent;

     11.3.5 prepare all such lists of holders of the Notes as may be required by
          the Issuer or the Principal Paying Agent in accordance with the
          Indenture or this Agreement;

     11.3.6 subject to applicable laws and regulations, at all reasonable times
          during office hours and upon reasonable notice make the Register
          available to the Issuer, Guarantors, the Trustee and the Principal
          Paying Agent or any person authorised by any of them and the holder of
          any Notes for inspection and for the taking of copies or extracts;

     11.3.7 comply with the proper and reasonable requests of the Issuer with
          respect to the maintenance of the Register and give to the Principal
          Paying Agent and the Transfer Agent such information as may be
          reasonably required by them for the proper performance of their
          respective duties;


                                       11
<PAGE>
     11.3.8 forthwith, and in any event within three business days of the
          relevant request (or such longer period as may be required to comply
          with any applicable fiscal or other regulations), issue, upon receipt
          by it of, or receipt by it of notification from the Transfer Agent of
          delivery to it of, Definitive Registered Notes for transfer or the
          Global Note for exchange (or part exchange) into Definitive Registered
          Notes, duly dated and completed Notes in the name of the registered
          holders and deliver the Notes at its specified office or at the
          specified office of the Transfer Agent or (at the risk of the relevant
          registered holders) send the Notes to such address as the registered
          holder may request.

11.4 Notes shall be dated:

     11.4.1 in the case of a Note issued in exchange for all or part of the
          Global Note, the date of issue of the relevant Global Note;

     11.4.2 in the case of a Note issued to the transferor upon transfer in part
          of a Note, the same date as the date of the Note transferred; or

     11.4.3 in the case of a Note issued in replacement of a lost, stolen,
          mutilated, defaced or destroyed Note, with the same date in
          replacement of which it is issued.

11.5 Miscellaneous

     The Registrar will carry out such other acts as may be necessary to give
     effect to the Indenture and the other provisions of this Agreement. The
     Registrar will comply with proper and reasonable requests of the Issuer and
     the Guarantors with respect to the maintenance of the Register and give to
     them such information with respect thereto as may be reasonably required by
     them for the performance of their respective duties under this Agreement
     and the Indenture.

12   DUTIES OF THE SECURITY AGENT

12.1 Subject to sub-clause 12.2, the Security Agent will provide the following
     services to the Trustee pursuant to its appointment under this Agreement,
     subject to such modifications as shall be agreed in writing between the
     Security Agent and the Trustee from time to time. No consent from the other
     parties to this Agreement shall be required for such modifications to take
     effect. The Security Agent shall:

     12.1.1 upon instructions received from the Trustee , represent the Trustee,
          in its capacity as pledgee, in any matters related to the filing of
          any Security Documents with the Polish courts;

     12.1.2 upon instructions received from the Trustee, make any
          representations to local and government authorities with respect to
          any action the Trustee as pledgee may be directed to undertake, as may
          be agreed between the Security Agent and the Trustee;

     12.1.3 upon instructions received from the Trustee in writing, arrange the
          appointment of other Polish entities to facilitate any action that the
          Trustee in its capacity as pledgee is directed to take, including:

          (i)  appointing local property or other agents to arrange for the sale
               of land, buildings and, where relevant, any other Collateral,
               and/or


                                       12
<PAGE>
          (ii) stockbrokers/investment banks to facilitate the sale of Pledged
               Shares or other financial assets;

     12.1.4 upon instruction received from the Trustee, the Security Agent will
          make a pre-selection of professional firms operating on the Polish
          market specializing in activities mentioned in items (i) and (ii)
          above according to the criteria specified by the Trustee and provide
          this pre-selection in the form of a list to the Trustee. The Trustee
          will instruct the Security Agent which entity from the list it wishes
          the Security Agent to instruct and the Security Agent will appoint
          such entity to carry out the actions required by the Trustee;

     12.1.5 upon instructions received from the Trustee, in connection with the
          exercise of rights under sub-clause 12.1.3(i), the Security Agent
          shall apply for consent from the Ministry of Internal Affairs and
          Administration;

     12.1.6 upon instructions received from the Trustee, assist the Trustee:

          (i)  in establishing any further pledges in respect of new Collateral;

          (ii) in entering into any Intercreditor Deed as contemplated by the
               Indenture; and

          (iii) in the enforcement of Collateral after an uncured Event of
               Default has occurred on instructions by the Trustee; and


     12.1.7 the duties connected with the enforcement of the Collateral will,
          upon instructions received from the Trustee and the provision by the
          Trustee of any appropriate power of attorney or authorisation (if
          applicable), include:

          (i)  collecting cash from banks accounts; and

          (ii) launching and assisting in execution proceedings .

12.2 Without prejudice to any of sub-clauses 17.3, 17.4, 17.5 or any other
     provisions in this Agreement relating to the exclusion of liability of
     Agents, the scope of the Security Agent's duties hereunder and under any
     Security Document shall be limited as follows:

     12.2.1 any action to be taken (including without limitation pledging or
          re-pledging), will be taken by the Security Agent only after the
          Security Agent's legal counsel, at the cost of the Issuer, has
          confirmed that any document to be entered into is or will be when
          executed, valid, legal, binding and enforceable in accordance with its
          terms and does not compromise the position of the Trustee as pledgee
          and trustee for the Noteholders;

     12.2.2 the Security Agent in acting hereunder shall not incur any liability
          in respect of any action taken or omitted in reliance upon any
          instruction from the Trustee or the written advice of a reputable law
          firm delivered in good faith on the basis of applicable law or any
          official information in writing or any decision from any governmental
          authority competent to give such information or decision;

     12.2.3 the Security Agent will have no responsibility for the
          enforceability of Security Documents. The form of all agreements that
          the Security Agent is expected to conclude will be substantially in
          the forms agreed in the Exhibits to the Indenture and presented to the


                                       13
<PAGE>
          Security Agent (as drafted by the legal counsel to the other
          counterparties) a reasonable time before they are asked to sign such
          agreements;

     12.2.4 the Security Agent shall not be responsible for the selection of the
          assets being made subject to any Security Documents;

     12.2.5 the Security Agent shall not become the owner of any Collateral;

     12.2.6 the Security Agent assumes no obligations towards the Holders
          pursuant to this Agreement and its duties are owed solely to the
          Trustee;

     12.2.7 the Security Agent shall be entitled to rely on, and shall be
          protected in acting upon, and shall be entitled to treat as genuine
          and as the document it purports to be, any instruction, letter, paper
          or other document furnished to it by the Trustee and believed by the
          Security Agent, acting reasonably, to be genuine and to have been
          signed and presented by the proper person or persons; and

     12.2.8 the Security Agent shall not be under any obligation to take any
          action under any agreement which it expects will result in any
          expense, the payment of which within a reasonable time is not, in its
          opinion, assured to it (or has not been covered in advance by a
          security deposit in the amount sufficient to cover each action which
          the Security Agent is instructed to carry out before the action is
          taken), provided that: (i) it shall notify the relevant party of its
          intention not to take such action and (ii) it has not otherwise been
          provided with sufficient funds to cover such expenses.

12.3 Each of the Trustee and the Security Agent agree with the other that, upon
     the receipt by one of them of any notice, documents or information relating
     to the performance of the Security Agents services under this Agreement, it
     will promptly upon receipt thereof either provide the other with a copy of
     such notice or document or communicate such information by such other
     appropriate means.

13   DOCUMENTS AND DEFINITIVE REGISTERED NOTES FOR THE TRANSFER AGENT

13.1 Supply of Definitive Registered Notes

     From time to time after such time (if ever) as Notes may be transferred
     into names other than those of the holders of the Global Notes, the Issuer
     will deliver to the Transfer Agent promptly after receiving a request from
     the Transfer Agent:

     13.1.1 a supply of blank Definitive Registered Notes sufficient to meet the
          Transfer Agent's anticipated requirements for Definitive Registered
          Notes upon effecting the transfers required by the holders of the
          Global Notes; and

     13.1.2 from time to time, so long as any Note is outstanding, sufficient
          additional blank Definitive Registered Notes as may be required for
          the performances of the Transfer Agent's duties.

13.2 Safekeeping of Definitive Registered Notes

     The Transfer Agent shall maintain in safe custody all Definitive Registered
     Notes and blank Definitive Registered Notes delivered to and held by it and
     shall ensure that Definitive Registered Notes are issued only in accordance
     with the Indenture (including the provisions of the Global Notes) and the
     provisions of this Agreement.


                                       14
<PAGE>
13.3 The Transfer Agent shall perform such duties as are set out herein and in
     the Indenture and, in performing those duties, shall act in accordance with
     the Indenture and the provisions of this Agreement.

13.4 When Notes are presented by a Holder to the Transfer Agent with a request
     to register the transfer of the Notes or to exchange such Notes for an
     equal principal amount of Notes of other authorised denominations, the
     Transfer Agent shall register the transfer or make the exchange as
     requested only if the Notes are presented or surrendered for registration
     of transfer or exchange and are endorsed or accompanied by a written
     instrument of transfer in form satisfactory to the Transfer Agent duly
     executed by such Holder or by his attorney, duly authorised in writing. In
     the case of a transfer of part only of a Note, a new Note shall be issued
     to the transferee in respect of the part transferred and a further new Note
     in respect of the balance of the holding not transferred shall be issued to
     the transferor. Each new Note to be so issued shall be available for
     delivery within three business days of receipt by the Transfer Agent or any
     Paying Agent at its specified office of the relevant Note and the form of
     transfer.

13.5 The Transfer Agent shall:

     13.5.1 if appropriate, charge to the holder of a Note presented for
          transfer (a) the costs and expenses (if any) of the Registrar in
          delivering Notes issued on such transfer other than by ordinary
          uninsured mail and (b) a sum sufficient to cover any stamp duty, tax
          or other governmental charge that may be imposed in relation to the
          transfer and, in each case, account to the Registrar for those
          charges; and

     13.5.2 carry out other acts as may be necessary to give effect to the
          Indenture and the other provisions of this Agreement.

13.6 Information

     Within seven days of any request therefor by the Issuer or the Guarantors
     or any Agent, so long as any of the Notes are outstanding, the Transfer
     Agent shall certify to the Issuer, the Guarantors and the relevant Agent
     the number of blank Definitive Registered Notes held by it hereunder.

14   INFORMATION AND REGULATIONS CONCERNING THE NOTES

14.1 Provision of Information

     The Transfer Agent will give to the other Agents such further information
     with regard to their activities hereunder as may reasonably be required by
     them for the proper carrying out of their respective duties.

14.2 Regulations

     The Issuer may from time to time with the prior written approval of the
     Registrar and the Trustee promulgate regulations (the "REGULATIONS"), in
     accordance with the terms of the Indenture and applicable law, concerning
     the carrying out of transfers and registration and the forms and evidence
     to be provided. All such transfers will be made subject to the Regulations.
     The initial Regulations are set out in the Schedule hereto. The Agents
     (except the Security Agent) agree to comply with such Regulations as they
     may be amended from time to time.

                                       15
<PAGE>
15   REMUNERATION

15.1 Fees

     The Issuer (failing whom the Guarantors) will, in respect of the services
     to be performed by the Agents under this Agreement, pay to the Principal
     Paying Agent the commissions, fees and expenses of the Agents as separately
     agreed in writing with the Principal Paying Agent and neither the Issuer
     nor the Guarantors need concern itself with the apportionment of such
     moneys as between the Agents, except in the case of the Security Agent
     where such commissions, fees and expenses will be paid directly to the
     Security Agent and as agreed to between Netia Holdings S.A. and the
     Security Agent.

15.2 Costs

     The Issuer (failing whom the Guarantors) will pay to the Principal Paying
     Agent all reasonable out-of-pocket expenses (including, without limitation,
     reasonable advertising, postage and insurance expenses and the reasonable
     fees and expenses of legal advisers) properly incurred by any Agent in
     connection with its services properly performed under this Agreement or in
     connection with the investigation or defence of any claims arising out of
     any action taken or omitted in connection with this Agreement promptly upon
     receipt from the Principal Paying Agent of notification of the amount of
     such expenses together with the relevant invoices and/or receipts, except
     in the case of the Security Agent where such expense will be paid directly
     to the Security Agent and as agreed to between Netia Holdings S.A. and the
     Security Agent).

15.3 Stamp duties

     The Issuer (failing whom the Guarantors) will pay or reimburse all stamp,
     transaction and other taxes, fees or duties, if any, to which this
     Agreement may be subject. 16 PAYING AGENTS

16.1 Repayments

     The Issuer or the Guarantors (as the case may be) at any time may require
     the Principal Paying Agent or the Paying Agent to pay all money held by it
     to the Trustee and account for any funds disbursed and the Trustee may at
     any time during the continuance of any payment default under the Notes,
     upon written request to the Principal Paying Agent or the Paying Agent,
     require such Paying Agent to pay all money held by it to the Trustee and to
     account for any funds disbursed. Upon making such payment such Paying Agent
     shall have no further liability for the money delivered to the Trustee. The
     Trustee may at any time require the Security Agent to pay all money
     received by it which relates to the enforcement of the Security Documents
     to the Trustee and account for any funds disbursed.

16.2 Use of moneys

     Each of the Principal Paying Agent, the Paying Agent and the Security Agent
     shall be entitled to deal with moneys paid to it by the Issuer or the
     Guarantors for the purposes of this Agreement in the same manner as other
     moneys paid to a banker by its customers and shall not be liable to account
     to the Issuer or the Guarantors for any interest thereon. No Agent shall
     exercise any right of set-off or lien or similar claim over moneys paid to
     it or under this Agreement. All payments to be made by either Paying Agent
     hereunder shall be made without charging any commission or fee to the
     Holders or any of them.


                                       16
<PAGE>
17   MISCELLANEOUS

17.1 Publication of notices

     On behalf and at the request of the Issuer, the Principal Paying Agent will
     promptly cause to be mailed and published any notices (in the form provided
     to the Principal Paying Agent by the Issuer, the Guarantors or the Trustee
     or the Security Agent, as the case may be) required to be given by the
     Issuer, the Guarantors or the Trustee or the Security Agent in accordance
     with the Indenture, save as set out herein. The Principal Paying Agent
     shall promptly send by mail and by fax to the Issuer, the Guarantors, the
     Trustee and the Agents two copies of every notice given to the Holders in
     accordance with the Indenture.

17.2 Notices to the Trustees

     Upon each occasion that the Issuer or the Guarantors gives to the Trustee
     any notice in connection with the Notes, the Issuer or the Guarantors shall
     at the same time give a similar notice to the Principal Paying Agent
     (unless the Principal Paying Agent is also the Trustee).

17.3 No implicit duties

     The Agents shall be obliged to perform such duties, and only such duties,
     as are herein and in the Indenture specifically set forth and no implied
     duties or obligations shall be read into this Agreement or the Indenture
     against any of them. None of the Agents shall be under any obligation to
     take any action hereunder which may involve it in any expense or liability,
     the payment of which within a reasonable time is not, in its reasonable
     opinion, ensured to it.

17.4 No agency or trust

     In acting hereunder and in connection with the Notes, the Agents (except
     the Security Agent) shall act solely as agents of the Issuer and the
     Guarantors (or, where a notice given by the Trustee pursuant to Clause 6.6
     shall not have been withdrawn and, in the case of the Security Agent at all
     times, the Trustee) and will not thereby assume any obligations towards, or
     relationship of agency or trust for, any of the Holders.

17.5 Taking of advice

     Any of the Agents may consult with legal or other professional advisers
     satisfactory to it, and the opinion of such advisers shall be full and
     complete protection in respect of any action taken, omitted or suffered
     hereunder in good faith and in accordance with the opinion of such
     advisers.

17.6 Liability

     The Agents shall be protected and shall incur no liability for or in
     respect of any action taken, omitted or suffered in reliance upon any
     instruction, request or order from the Issuer, the Guarantors or the
     Trustee, as the case may be, or any Note, Definitive Registered Note, form
     of transfer, resolution, direction, consent, Definitive Registered Note,
     Security Document, affidavit, statement, telex, facsimile transmission or
     other paper or document believed by it in good faith to be genuine and to
     have been delivered, signed or sent by the proper party or parties.


                                       17
<PAGE>
17.7 Indemnity by the Issuer

     The Issuer (failing whom the Guarantors on a several basis) will indemnify
     each of the Agents against any losses, liabilities, costs, expenses,
     claims, actions and demands (including, but not limited to, the reasonable
     fees and expenses of its legal advisers and agents) which it may incur or
     which may be made against it as a result of or in connection with its
     appointment or the exercise or non-exercise by it or its powers,
     discretions and duties, except such as may result from the breach by it of
     the terms of this Agreement or its own wilful misconduct, wilful default,
     negligence or bad faith or that of its directors, officers, employees or
     agents.

17.8 Entitlement to treat holder as owner

     Except as ordered by a court of competent jurisdiction or required by law
     or otherwise instructed by the Issuer or the Guarantors with the approval
     of the Trustee, each of the Agents may (to the fullest extent permitted by
     applicable laws) deem and treat the holder of any Note or of a particular
     principal amount of the Notes as the absolute owner of such Note or
     principal amount, as the case may be, for all purposes (whether or not such
     Note or principal amount shall be overdue and notwithstanding any notice of
     ownership, trust or any interest, in it, or any notice or loss or theft
     thereof or any writing thereon) and no Agent shall be affected by any
     notice to the contrary.

17.9 Copies of documents

     So long as any of the Notes remains outstanding the Issuer shall provide
     the Agents with a sufficient number of copies of the Indenture and of each
     of the documents which are provided to the Trustee or which are required to
     be made available by the Dutch composition plans ("akkoorden") as amended
     on 28 October 2002, by stock exchange regulations or are stated in the
     offering circular dated 27 September 2002 relating to the Notes to be
     available and, subject to being provided with such copies, each of the
     Agents (except the Security Agent) will procure that such copies shall be
     available at its specified office for examination by Holders and that
     copies thereof will be furnished to Holders upon request.

17.10 Acquisition of Notes

     Any Agent and its respective officers, directors and employees, in an
     individual capacity or any other capacity may become the owner of, or
     acquire any interest in, any Notes, with the same rights that it or they
     would have if it were not appointed hereunder, and may engage or be
     interested in any financial or other transaction with the Issuer or the
     Guarantors and may act on, or as depositary, trustee or Agent for, any
     committee or body of holders of Notes or other obligations of the Issuer,
     the Guarantors or any other person as freely as if it were not appointed
     hereunder.

17.11 Merger

     Any corporation into which any Agent may be merged or converted or any
     corporation with which any Agent may be consolidated or any corporation
     resulting from any merger, exchange or consolidation to which any Agent
     shall be a party shall, to the extent permitted by applicable law, be the
     successor Agent under this Agreement without the execution or filing of any
     paper or any further act on the part of any of the parties hereto. Notice
     of any such merger, exchange or consolidation shall forthwith be given to
     the Issuer, the Guarantors, the Trustee and the Holders by the successor
     Agent.


                                       18
<PAGE>
18   CHANGES IN AGENTS

18.1 Appointment and termination of appointment

     18.1.1 The Issuer and the Guarantors may appoint further or other Agents.
          Each of the Issuer and the Guarantors agrees that, for so long as any
          Note is outstanding (as defined in the Indenture) if any European
          Union Directive on the taxation of savings implementing the
          conclusions of the ECOFIN Council meeting of 26-27 November 2000 or
          any law implementing or complying with, or introduced in order to
          conform to, such Directive is introduced, there will at all times be a
          Paying Agent in a Member State of the European Union that will not be
          obliged to withhold or deduct tax pursuant to any such Directive or
          law. Each of the Issuer and the Guarantors further agrees that, where
          each of the Relevant Taxing Jurisdictions requires tax to be withheld
          or deducted from payments under the Notes, its Subsidiary Guarantee or
          the Indenture, they will appoint a Paying Agent in a jurisdiction
          which does not require tax to be withheld or deducted from any such
          payment.

     18.1.2 The Issuer and the Guarantors may also terminate the appointment of
          any Agent (other than the Security Agent) at any time subject to the
          prior written approval of the Trustee. Such termination shall be
          effective by giving:

          (i)  to the Trustee; and

          (ii) to the Agent whose appointment is to be terminated (with a copy,
               where applicable, to the Principal Paying Agent or the Registrar
               (as the case may be)),

          at least 60 days' written notice to that effect. The Trustee may, by
          giving at least 60 days' written notice to the Security Agent,
          terminate the appointment of the Security Agent. However, no such
          notice relating to the termination of the appointment of the Principal
          Paying Agent, the Security Agent or the Registrar shall take effect
          until a new Principal Paying Agent, Security Agent or, as the case may
          be, Registrar approved in writing by the Trustee has been appointed on
          terms approved in writing by the Trustee. The Issuer and the
          Guarantors shall procure that there are at all times such Agents as
          required by the Indenture. The termination of the appointment of any
          Agent shall not take effect (1) until notice thereof shall have been
          given to the Holders in accordance with Section 1.6 of the Indenture
          (2) within the period commencing 30 days immediately preceding any due
          date for a payment in respect of the Notes and ending 15 days after
          such date.

18.2 Resignation

     Any Agent may resign its appointment hereunder at any time by giving to the
     person(s) referred to in sub-Clause 18.1.2 and (except in the case of the
     Security Agent) the Issuer at least 60 days' written notice to that effect,
     provided that (i) in the case of the resignation of the Principal Paying
     Agent, the Security Agent or the Registrar, no such resignation shall take
     effect until a new Principal Paying Agent, Security Agent or Registrar is
     approved in writing by the Trustee, (ii) no such resignation shall take
     effect unless upon the expiry of the notice period there are Agents as
     required by Clause 18.1, (iii) no such resignation shall take effect until
     notice thereof shall have been given to the Holders in accordance with
     Section 1.6 of the Indenture and (iv) no such notice shall be given so as
     to expire within a period commencing 45 days immediately preceding any due
     date for a payment in respect of the Notes and ending 15 days after such
     date.


                                       19
<PAGE>
18.3 Delivery of Records by Principal Paying Agent on Termination

     If the appointment of the Principal Paying Agent hereunder is terminated or
     the Principal Paying Agent resigns its appointment hereunder, the Principal
     Paying Agent shall, on the date on which such termination or resignation
     takes effect, pay to the successor Principal Paying Agent the amounts held
     by it in respect of Notes which have not been presented for payment and any
     other amounts held by it in respect of the Notes and shall deliver to the
     successor Principal Paying Agent Definitive Registered Notes surrendered to
     it but not yet destroyed and all records concerning Notes and the
     Definitive Registered Notes maintained by the Principal Paying Agent
     pursuant to this Agreement, but shall have no other duties or
     responsibilities hereunder.

18.4 Delivery of Records by Registrar on Termination

     If the appointment of the Registrar is terminated or the Registrar resigns
     its appointment hereunder, the Registrar shall, on the date on which such
     termination or resignation takes effect, deliver to the successor
     Registrar, the Register, all Definitive Registered Notes and blank
     Definitive Registered Notes held by it and all other records concerning the
     Notes maintained by it pursuant to this Agreement, but shall have no other
     duties or responsibilities hereunder.

18.5 Delivery of Records by Agents on Termination

     If the appointment of any Agent is terminated or any Agent resigns its
     appointment hereunder, such Agent shall, on the date on which such
     termination or resignation takes effect, deliver to any successor Agent or,
     if none, the Principal Paying Agent (and in the case of the Security Agent
     to the Trustee) any records concerning the Notes maintained by it pursuant
     to this Agreement, but shall have no other duties or responsibilities
     hereunder.

18.6 Change of office

     If any Agent (except the Security Agent) shall change its specified office,
     it shall give to the Issuer, the Guarantors, the Principal Paying Agent and
     the Trustee not less than 30 days' prior written notice to that effect
     giving the address of the new specified office. As soon as practicable
     thereafter, the Principal Paying Agent shall give to the Holders, on behalf
     of and at the expense of the Issuer, failing whom the Guarantors, notice of
     such change and the address of the new specified office in accordance with
     Section 1.6 of the Indenture. If the Security Agent shall change its
     specified office, it shall give to the Trustee not less than 30 days' prior
     written notice to that effect giving the address of the new specified
     office.

19   NOTICES

     Any communication shall be by letter sent by pre-paid registered post or
     courier or by facsimile transmission:

     to the Issuer:                            ul. Poleczki 13
                                               02-822 Warsaw
                                               Poland
                                               Attention: Ewa Don-Siemion
                                               Tel:  +48 22 330 2086
                                               Fax:  +48 22 330 2083


                                       20
<PAGE>
     to Netia Holdings S.A.:                   ul. Poleczki 13
                                               02-822 Warsaw
                                               Poland
                                               Attention: Avraham Hochman
                                               Facsimile: +48 22 330 2022
                                               Telephone: + 48 22 330 2000

     to Netia Telekom S.A.:                    ul. Poleczki 13
                                               02-822 Warsaw
                                               Poland
                                               Attention: Avraham Hochman
                                               Facsimile: +48 22 330 2022
                                               Telephone: + 48 22 330 2000

     to Netia South Sp. z o.o:                 ul. Poleczki 13
                                               02-822 Warsaw
                                               Poland
                                               Attention: Avraham Hochman
                                               Facsimile: +48 22 330 2022
                                               Telephone: + 48 22 330 2000

     to the Trustee, the Principal Paying      The Bank of New York
     Agent, the Paying Agent, the Registrar    48th Floor
     and the Transfer Agent:                   One Canada Square
                                               London E14 5AL
                                               United Kingdom
                                               Attention: Global Trust Services
                                               Facsimile: +44 20 7964 6399
                                               Telephone: +44 20 7964 7495

     to the Security Agent                     ING Bank Slaski S.A.
                                               Plac Trzech Krzyzy 10/1
                                               00-950 Warsaw
                                               Attention: Neon - Security Agent
                                               Facsimile: +48 22 820 40 78/76/74
                                               Telephone: +48 22 820 40 25



     Any notice or demand sent by post as provided in this Clause shall be
     deemed (unless any relevant part of the postal service is affected by
     industrial action) to have been given, made or served three days (in the
     case of inland post) or seven days (in the case of overseas post) after
     despatch and any notice sent by fax as provided in this Clause shall be
     deemed to have been given, made or served 24 hours after despatch and
     receipt of confirmation of error-free transmission (if received during
     business hours and, if not, on the next business day in the place of
     receipt). Subject thereto, neither the non-receipt of, nor the time of


                                       21
<PAGE>
     receiving, any such confirmation of a notice given by fax as is referred to
     above shall invalidate or affect such notice or the time at which it is
     deemed as provided above to have been given. Any communication not by
     letter shall be confirmed by letter provided that non-receipt of such
     letter shall not invalidate the notice given.

     Any of the parties named above may change its address for the purpose of
     this Clause by giving notice of such change to the other parties to this
     Agreement.

20   GOVERNING LAW AND JURISDICTION

20.1 Governing Law

     This Agreement shall be governed by and construed in accordance with
     English Law.

20.2 Jurisdiction

     The courts of England are to have jurisdiction to settle any disputes which
     may arise out of or in connection with this Agreement and accordingly any
     litigation or proceedings arising out of or in connection with this
     Agreement ("PROCEEDINGS") may be brought in such courts. The Issuer and the
     Guarantors each hereby irrevocably submits for all purposes for or in
     connection with this Agreement to the jurisdiction of the courts of England
     and waives any objection to Proceedings in such courts whether on the
     ground of venue or on the ground that the Proceedings have been brought in
     an inconvenient forum. These submissions are for the benefit of the Trustee
     and each of the Agents and shall not limit the right of any of them to take
     Proceedings in any other court of competent jurisdiction nor shall the
     taking of Proceedings in any one or more jurisdictions preclude the taking
     of Proceedings in any other jurisdiction (whether concurrently or not).

20.3 SERVICE OF PROCESS: Each of the Issuer and the Guarantors irrevocably
     appoints WG&M Secretaries Limited of Second Floor, One South Place, London
     EC2M 2WG as its authorised agent for service of process in England
     regarding Proceedings in the courts of England. If for any reason such
     agent shall cease to be such agent for the service of process, each of the
     Issuer and the Guarantors shall forthwith appoint a new agent for service
     of process in England and deliver to the Principal Paying Agent a copy of
     the new agent's acceptance of that appointment within 30 days. Nothing
     shall affect the right to serve process in any other manner permitted by
     law.

21   COUNTERPARTS

     This Agreement may be executed in counterparts which when taken together
     shall constitute one and the same instrument.

22   CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

     A person who is not a party to this Agreement has no rights under the
     Contracts (Rights of Third Parties) Act 1999 to enforce any term of this
     Agreement.


                                       22
<PAGE>
IN WITNESS whereof the parties hereto have executed this Agreement as of the
date first above written.



NETIA HOLDINGS B.V.

By: /S/ EWA DON-SIEMION
   -----------------------
   Name: Ewa Don-Siemion
   Title:Vice President, Legal

NETIA HOLDINGS S.A.                         NETIA HOLDINGS S.A.

By: /S/ WOJCIECH MADALSKI                   By: /S/ AVRAHAM HOCHMAN
  -----------------------                     ---------------------
  Name: Wojciech Madalski                     Name: Avraham Hochman
  Title: Chief Executive Officer              Title: Chief Financial Officer

NETIA TELEKOM S.A.                          NETIA TELEKOM S.A.

By: /S/ WOJCIECH MADALSKI                   By: /S/ AVRAHAM HOCHMAN
  -----------------------                     ---------------------
  Name: Wojciech Madalski                     Name: Avraham Hochman
  Title: Chief Executive Officer              Title: Chief Financial Officer

NETIA SOUTH Sp. z o.o.                      NETIA SOUTH Sp. z o.o.

By: /S/ WOJCIECH MADALSKI                   By: /S/ AVRAHAM HOCHMAN
  -----------------------                     ---------------------
  Name: Wojciech Madalski                     Name: Avraham Hochman
  Title: Chief Executive Officer              Title: Chief Financial Officer

THE BANK OF NEW YORK
(as Principal Paying Agent)

By: /S/ PAUL PEREIRA
    ----------------------------
   Name: Paul Pereira
   Title: Assistant Vice President




                                       23
<PAGE>
THE BANK OF NEW YORK
(as Paying Agent and Transfer Agent)

By: /S/ PAUL PEREIRA
    ------------------------------
    Name: Paul Pereira
   Title: Assistant Vice President

THE BANK OF NEW YORK  (LUXEMBOURG)  S.A.
(as  Luxembourg  Paying Agent and Transfer Agent)

By: /S/ DAVID MICALLEF                              By: /S/ IAN BAILLIE
  --------------------------------                     -------------------------
  Name: David Micallef                               Name: Ian Baillie
  Title: Deputy General Manager                      Title: Managing Director

THE BANK OF NEW YORK
(as Registrar)

By: /S/ PAUL PEREIRA
   -------------------------------
   Name: Paul Pereira
  Title: Assistant Vice President

THE BANK OF NEW YORK
(as Trustee)
By: /S/ PAUL PEREIRA
   -------------------------------
   Name: Paul Pereira
  Title: Assistant Vice President

ING BANK SLASKI S.A.
(as Security Agent)

By: /S/ JUSTYNA KESLER                            By: /S/ PRZEMYSLAW CISZECKI
  --------------------------------                  ----------------------------
 Name: Justyna Kesler                              Name: Przemyslaw Ciszecki
Title: Commercial Proxy                            Title: Commercial Proxy






                                       24
<PAGE>
                                    SCHEDULE

                           REGULATIONS CONCERNING THE
              TRANSFER AND REGISTRATION OF NOTES IN DEFINITIVE FORM

1    The Issuer shall at all times ensure that the Registrar maintains in
     London, or at such other place in the United Kingdom as the Trustee may
     agree, a register showing the amount of the Notes in definitive form from
     time to time outstanding and the dates of issue and all subsequent
     transfers and changes of ownership thereof and the names and addresses of
     the holders of the Notes in definitive form. The Issuer, the Guarantors,
     Trustee and the Holders of the Notes in definitive form or any of them and
     any person authorised by it or any of them may at all reasonable times
     during office hours inspect the register and take copies of or extracts
     from it. The register may be closed by the Issuer for such periods at such
     times (not exceeding in total 30 days in any one year) as it may think fit.

2    Each Note in definitive form shall have an identifying serial number which
     shall be entered on the register.

3    The Notes in definitive form are transferable by execution of the form of
     transfer endorsed thereon under the hand of the transferor or, where the
     transferor is a corporation, under its common seal or under the hand of two
     of its directors duly authorised in writing.

4    The Notes in definitive form to be transferred must be delivered for
     registration to the specified office of the Registrar or the Transfer Agent
     with the form of transfer endorsed thereon duly completed and executed and
     must be accompanied by such documents, evidence and information as may be
     required pursuant to the Conditions and such other evidence as the Issuer
     may reasonably require to prove the title of the transferor or his right to
     transfer the Notes in definitive form and, if the form of transfer is
     executed by some other person on his behalf or in the case of the execution
     of a form of transfer on behalf of a corporation by its directors, the
     authority of that person or those persons to do so.

5    The executors or administrators of a deceased holder of Notes in definitive
     form (not being one of several joint holders) and in the case of the death
     of one or more of several joint holders the survivor or survivors of such
     joint holders shall be the only person or persons recognised by the Issuer
     as having any title to such Notes in definitive form.

6    Any person becoming entitled to Notes in definitive form in consequence of
     the death or bankruptcy of the holder of such Notes in definitive form may
     upon producing such evidence that he holds the position in respect of which
     he proposes to act under this paragraph or of his title as the Issuer shall
     require be registered himself as the holder of such Notes in definitive
     form or, subject to the preceding paragraphs as to transfer, may transfer
     such Notes in definitive form. The Issuer shall be at liberty to retain any
     amount payable upon the Notes in definitive form to which any person is so
     entitled until such person shall be registered as aforesaid or shall duly
     transfer the Notes in definitive form.

7    Unless otherwise requested by him, the holder of Notes in definitive form
     of any series shall be entitled to receive only one Note in definitive form
     in respect of his entire holding of such series.

8    The joint holders of Notes in definitive form of any series shall be
     entitled to one Note in definitive form only in respect of their joint
     holding of such series which shall, except where they otherwise direct, be
     delivered to the joint holder whose name appears first in the register of
     the holders of Notes in definitive form in respect of such joint holding.


                                       25
<PAGE>
9    Where a holder of Notes in definitive form has transferred part only of his
     holding of any series there shall be delivered to him without charge a Note
     in definitive form in respect of the balance of such holding.

10   The Issuer shall make no charge to the Holders for the registration of any
     holding of Notes in definitive form or any transfer thereof or for the
     issue thereof or for the delivery thereof at the specified office of the
     Registrar or of the Transfer Agent or by post to the address specified by
     the Holder. If any Holder entitled to receive a Note in definitive form
     wishes to have the same delivered to him otherwise than at the specified
     office of the Registrar or of the Transfer Agent, such delivery shall be
     made, upon his written request to the Registrar or the Transfer Agent, at
     his risk and (except where sent by post to the address specified by the
     Holder) at his expense.

11   The holder of a Note in definitive form may (to the fullest extent
     permitted by applicable laws) be treated at all times, by all persons and
     for all purposes as the absolute owner of such Note in definitive form
     notwithstanding any notice any person may have of the right, title,
     interest or claim of any other person thereto. The Issuer, the Guarantors
     and the Trustee shall not be bound to see to the execution of any trust to
     which any Note in definitive form may be subject and no notice of any trust
     shall be entered on the register. The holder of a Note in definitive form
     will be recognised by the Issuer and the Guarantors as entitled to such
     Note in definitive form free from any equity, set-off or counterclaim on
     the part of the Issuer or the Guarantors against the original or any
     intermediate holder of such Note in definitive form.




                                       26