Exhibit 4.1












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                            SHARE PURCHASE AGREEMENT

                                     BETWEEN

                     FOND NARODNIHO MAJETKU CESKE REPUBLIKY

                                    AS SELLER

                                       AND

                                    CEZ, a.s.

                                  AS PURCHASER


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                               DATED JUNE 28, 2002

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This  Share  Purchase  Agreement  (this  "Agreement")  is made on June 28,  2002
pursuant to the  provisions of Sections 409 et seq. of Act No.  513/1991  Coll.,
the Commercial  Code, as amended (the  "Commercial  Code") and the provisions of
Sections 13 et seq. of Act No.  591/1992  Coll.,  the Securities Act, as amended
(the "Securities Act"),

between

Fond narodniho majetku Ceske republiky
having its registered office at Rasinovo nabr. 42, 128 00 Prague 2
Identification No.: 41692918
registered  in the  Commercial  Register  administered  by the Prague  Municipal
Court, Section A-LXII, File 174 acting through: Ing. Vladislav Raska
First Vice-Chairman of the Executive Committee
and
Ing. Jan Juchelka
Second Vice-Chairman of the Executive Committee

the ("Seller")

and

CEZ, a.s.
having its registered office at Duhova 2/1444, 140 53 Prague 4
Identification No.: 45274649
registered  in the  Commercial  Register  administered  by the Prague  Municipal
Court, Section 8, File 1581

acting through:     Ing. Jaroslav Mil, M.B.A.
                    Chairman of the Board of Directors
                    and
                    JUDr. Ivan Cestr
                    Director

(the "Purchaser")

                               W I T N E S S E T H

          WHEREAS,  in its  Resolution  No. 477 dated May 6, 2002 and Resolution
No. 628 dated June 12, 2002  concerning an amendment to Resolution No. 477 dated
May 6, 2002, on the  privatization  of the state equity interest in the regional
distribution  companies  (collectively the  "Resolution"),  the Czech government
decided to privatize  the Sale Shares by their sale on the terms and  conditions
specified in this Agreement,  specifically by their direct sale to the Purchaser
as the predetermined transferee; and

          WHEREAS,  the Seller owns,  and the Purchaser  wishes to acquire,  the
Sale Shares;

          NOW, THEREFORE, the Purchaser and the Seller have agreed as follows.


                                    ARTICLE I
                              SUBJECT OF AGREEMENT

On the terms and subject to the conditions  specified  herein in accordance with
the Resolution,  the Seller agrees to transfer the Sale Shares and title thereto
to the Purchaser for  consideration and the Purchaser agrees to pay the Purchase
Price for the Sale Shares to the Seller in the manner  described  in Article III
hereof.


                                   ARTICLE II
                                 PURCHASE PRICE

2.1  Purchase Price.  The purchase  price for all the Sale Shares (the "Purchase
Price") has been  determined on the basis of an expert opinion  prepared by Ing.
Robert  Maticka,  DrSc.,  an  expert  in  the  area  of  economics,

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prices and  appraisals,  appointed in  accordance  with the provision of Section
196a (3) and Section 59 (3) of the Commercial Code under  Resolution Ref. No. Nc
4141/2002-11 of the Prague  Municipal  Court dated April 17, 2002,  which became
final on April 23, 2002, and is in accordance with the purchase price set by the
Resolution  as the  privatization  decision.  The Purchase  Price amounts to CZK
31,943,305,000  (to wit:  thirty-one  billion nine hundred  forty-three  million
three hundred and five thousand Czech crowns) and is equal to the sum of:

          (a)  an amount  of CZK  3,820,414,000  (to wit:  three  billion  eight
               hundred twenty  million four hundred and fourteen  thousand Czech
               crowns) for all of the Prazska Energetika Sale Shares,  i.e., CZK
               2,093.91 (to wit: two thousand  ninety-three 91/100 Czech crowns)
               per Prazska Energetika Sale Share;

          (b)  an amount  of CZK  3,704,720,000  (to wit:  three  billion  seven
               hundred  four million  seven  hundred and twenty  thousand  Czech
               crowns) for all of the Stredoceska Energeticka Sale Shares, i.e.,
               CZK  1,979.29 (to wit:  one  thousand  nine hundred  seventy-nine
               29/100 Czech crowns) per Stredoceska Energeticka Sale Share;

          (c)  an amount  of CZK  3,861,276,000  (to wit:  three  billion  eight
               hundred  sixty-one  million two hundred and seventy-six  thousand
               Czech crowns) for all of the Vychodoceska Energetika Sale Shares,
               i.e., CZK 3,051.96 (to wit: three thousand fifty-one 96/100 Czech
               crowns) per Vychodoceska Energetika Sale Share;

          (d)  an amount of CZK 4,409,350,000 (to wit: four billion four hundred
               nine million three hundred and fifty  thousand  Czech crowns) for
               all of the Severoceska Energetika Sale Shares, i.e., CZK 2,816.86
               (to wit: two thousand eight hundred  sixteen 86/100 Czech crowns)
               per Severoceska Energetika Sale Share;

          (e)  an  amount  of CZK  4,792,249,000  (to wit:  four  billion  seven
               hundred  ninety-two  million two hundred and forty-nine  thousand
               Czech crowns) for all of the Zapadoceska  Energetika Sale Shares,
               i.e.,  CZK 6,181.59 (to wit: six thousand one hundred  eighty-one
               59/100 Czech crowns) per Zapadoceska Energetika Sale Share;

          (f)  an amount of CZK 1,387,000,000 (to wit: one billion three hundred
               and  eighty-seven  million Czech crowns) for all of the Jihoceska
               Energetika Sale Shares,  i.e., CZK 2,128.68 (to wit: two thousand
               one hundred  twenty-eight  68/100  Czech  crowns)  per  Jihoceska
               Energetika Sale Share;

          (g)  an amount  of CZK  3,770,104,000  (to wit:  three  billion  seven
               hundred  seventy  million  one hundred  and four  thousand  Czech
               crowns) for all of the Jihomoravska Energetika Sale Shares, i.e.,
               CZK  3,196.24  (to wit:  three  thousand  one hundred  ninety-six
               24/100 Czech crowns) per Jihomoravska Energetika Sale Share;

          (h)  an amount of CZK  6,198,192,000  (to wit: six billion one hundred
               ninety-eight  million one hundred and  ninety-two  thousand Czech
               crowns) for all of the  Severomoravska  Energetika  Sale  Shares,
               i.e.,   CZK  3,738.84  (to  wit:  three  thousand  seven  hundred
               thirty-eight  84/100 Czech crowns) per Severomoravska  Energetika
               Sale Share.

2.2  Payment of the Purchase Price.  The Parties have agreed that the  Purchaser
shall pay the Purchase Price as follows:

(a) a portion of the total  purchase  price in the amount of CZK  11,620,692,000
shall be paid by the delivery of the Draft unconditionally  accepted by the CEPS
Share Transferee without limitation as to the extent of the sum of money payable
on the terms and conditions set in Article III hereof;

(b) a portion of the total  purchase  price in the  amount of CZK  3,417,851,000
shall be paid within 30 days of the Share  Settlement  Date by wire  transfer to
the Seller;

(c) a portion of the total  purchase  price in the  amount of CZK  1,504,762,000
shall be paid within 30 days of the Share  Settlement  Date by wire  transfer to
the Seller;

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(d) a portion of the total  purchase  price in the  amount of CZK  3,850,000,000
shall be paid by the delivery of a promissory note with the sum of money payable
equal to such  portion of the  purchase  price,  drawn by the  Purchaser  on the
Seller,  due and payable on June 30, 2003,  subject to the terms and  conditions
set in Article III hereof;

(e) a portion of the total  purchase  price in the  amount of CZK  3,850,000,000
shall be paid by the delivery of a promissory note with the sum of money payable
equal to such  portion of the  purchase  price,  drawn by the  Purchaser  on the
Seller,  due and payable on June 30, 2004,  subject to the terms and  conditions
set in Article III hereof;

(f) a portion  of the total  purchase  price in the  amount of  CZK3,850,000,000
shall be paid by the delivery of a promissory note with the sum of money payable
equal to such  portion of the  purchase  price,  drawn by the  Purchaser  on the
Seller,  due and payable on June 30, 2005,  subject to the terms and  conditions
set in Article III hereof;

(g) a portion of the total  purchase  price in the  amount of CZK  3,850,000,000
shall be paid by the delivery of a promissory note with the sum of money payable
equal to such  portion of the  purchase  price,  drawn by the  Purchaser  on the
Seller,  due and payable on June 30, 2006,  subject to the terms and  conditions
set in Article III hereof.

2.3  Interest. The portion of the total  purchase  price that will be paid under
Section 2.2 (b) through (g) hereof shall bear interest from the transfer date of
the Sale Shares at a rate equal to 3M PRIBOR CZK (Prague Interbank Offered Rate)
plus a margin of 0.3% per annum. The interest rate shall be determined as of the
Share  Settlement Date and thereafter on the first business day of each calendar
quarter until the full repayment of the  installments  under Section 2.2 (b) and
(c)  hereof or, as the case may be,  until the date of payment  under the drafts
drawn by the Purchaser under Section 2.2 (d) through (g) hereof.  Interest shall
be due and payable on the last  Business  Day of each  calendar  quarter by wire
transfer,  with the last  interest  payment being due and payable on the payment
date of the last installment or on the date of the last payment under the drafts
drawn by the Purchaser under Section 2.2 (d) through (g) hereof.

2.4  Assignment of  Receivable.  The amount payable in respect of the portion of
the  purchase  price  under  Section  2.2 (b)  hereof,  which may be adjusted in
accordance with Section 3.6 (c) hereof,  shall, in accordance with Section III/5
of the  Resolution,  be  assigned  by the Seller  without  consideration  to the
Ministry  of Labor and Social  Affairs for the  purposes  of pension  insurance,
including  interest  payable on the assigned portion of the purchase price under
Section  2.3  hereof.  Subsequently,  this  amount  shall be set off between the
Ministry  of Labor and  Social  Affairs  and the  Purchaser  against  the amount
payable to the  Purchaser in respect of the purchase  price under the  Agreement
with the  Ministry  of Labor and  Social  Affairs.  Notwithstanding  the  stated
maturity of the portion of the purchase price under Section 2.2 (b) hereof,  the
Purchaser  shall  not be in  default  with its  payment  until the date of Draft
Settlement,  if the Draft Settlement is to be made under this Agreement, and the
assignment  of the amount  payable in  respect of this  portion of the  purchase
price to the Ministry of Labor and Social Affairs.


                                   ARTICLE III
                                     CLOSING

3.1       Closing.  The  transfer  of  the  Sale  Shares  by the  Seller  to the
          Purchaser  and the payment of the Purchase  Price by the  Purchaser to
          the Seller under the provisions of Section 2.2 hereof (the  "Closing")
          shall be made in the manner described below in this Section 3.1:

          (a)  The transfer of the Sale Shares from the Seller to the  Purchaser
               shall be arranged,  in accordance with the Settlement  Orders, by
               the  universal   settlement  center  UNIVYC,   a.s.,  having  its
               registered  office at Rybna 14,  Prague  1,  Identification  No.:
               25081489   ("UNIVYC").   UNIVYC  shall  settle  the  transfer  in
               accordance   with  its  rules   governing   the   settlement   of
               off-exchange securities transactions, unless the Settlement Order
               provide otherwise.

          (b)  The  Purchaser  shall  pay  the  portion  of the  Purchase  Price
               pursuant  to Section  2.2 (a) and (d)  through  (g) hereof to the
               Seller  by the  close  of the  second  Business  Day  immediately
               preceding the Share  Settlement Date by the delivery of the Draft
               unconditionally  accepted by the CEPS Share  Transferee under the
               CEPS Share Purchase Agreement without limitation as

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               to the sum payable under the draft to the Depositary,  and by the
               delivery of the drafts drawn by the  Purchaser  under Section 2.2
               (d) through  (g) hereof.  The  Purchaser  together  with the CEPS
               Share Transferee shall deposit the Draft with the Depositary. The
               Depositary  shall  confirm in writing the receipt of the Draft to
               the Purchaser and the CEPS Share Transferee and, by 10.00 a.m. on
               the Business Day immediately preceding the Share Settlement Date,
               to the  Seller.  The  Depositary  shall  release the Draft to the
               Seller on the day  following  written  notice from the CEPS Share
               Transferee  or evidence  from the Seller or the  Purchaser to the
               effect that the shares in CEPS, a.s. have been credited, pursuant
               to the CEPS Share Purchase  Agreement,  to the securities account
               of the CEPS Share Transferee maintained at the Securities Center.
               If the  Depositary  shall not have  received such notice from the
               CEPS Share  Transferee  or such  evidence  from the Seller or the
               Purchaser  within  30  days  of the  receipt  of the  Draft,  the
               Depositary  shall return the Draft to the CEPS Share  Transferee.
               The  Depositary  shall  inform the  Purchaser  and the CEPS Share
               Transferee or, respectively, the Seller and the Purchaser without
               delay of the delivery of the draft to the Seller or the return of
               the Draft to the CEPS Share Transferee.

          (c)  The  Seller  agrees to enter the Seller  Settlement  Order in the
               settlement  system  of  UNIVYC no later  than  12:00  noon on the
               Business Day immediately preceding the Share Settlement Date.

          (d)  The Purchaser  agrees to enter the Purchaser  Settlement Order in
               the settlement system of UNIVYC,  through the Securities  Dealer,
               no  later  than  12:00  noon  on  the  Business  Day  immediately
               preceding the Share Settlement Date.

          (e)  The Purchaser  shall ensure that an amount  denominated  in Czech
               crowns  equal to the sum of the fees  charged  by UNIVYC  and the
               Securities  Dealer in connection with the Closing shall have been
               deposited in account No. 71 504-011/0100 maintained with Komercni
               banka,  a.s.  no later  than  12:00  (noon) on the  Business  Day
               immediately preceding the Share Settlement Date so that UNIVYC is
               able to carry out the Settlement Order.

          (f)  The  Purchaser  shall  pay  the  portion  of the  Purchase  Price
               pursuant  to Section 2.2 (c) hereof to the Seller  within  thirty
               (30) days of the  Settlement  Date to the  Seller's  account  No.
               421657/0300,   Variable  Symbol:   503444001,   Specific  Symbol:
               4767569102,  maintained with Ceskoslovenska obchodni banka, a.s.,
               Prague 1 - Namesti Republiky Branch.

          (g)  The  Securities  Dealer  shall  act  on  the  Purchaser's  behalf
               vis-a-vis  UNIVYC  and  shall,  without  limitation,   enter  the
               Purchaser Settlement Order in the settlement system maintained by
               UNIVYC.  The  obligations  of the  Purchaser  hereunder  and  its
               liability  for any breach  thereof  shall not be  affected in any
               respect by any act or omission of the Securities Dealer.

3.2       Alternative  Settlement  Method.  Should it be  impossible  to use the
          settlement  system of UNIVYC to effect the transfer of the Sale Shares
          from the Seller to the  Purchaser,  the Parties  shall take action and
          cooperate in good faith to effect the transfer of the Sale Shares from
          the Seller to the Purchaser by alternative means.

3.3       Partial Settlement. If the conditions, if any, for the transfer of any
          of the Sale Shares that are registered shares subject to a restriction
          on transfer have not been satisfied, the settlement shall only be made
          with  respect to that portion of the Sale Shares for which the failure
          to satisfy the  conditions  does not hinder the  transfer.  The Seller
          shall use its  reasonable  best efforts to ensure that the  conditions
          for the transfer of any unsettled shares are  subsequently  satisfied;
          in particular,  the Seller shall make a request for the consent to the
          transfer of such shares.  If the  conditions  with respect to all or a
          part of such unsettled shares are satisfied,  the Parties shall make a
          settlement  in respect of such shares and transfer  such shares within
          thirty  (30)  days  of the  satisfaction  of the  conditions  for  the
          transfer.  If the  transfer of such  unsettled  shares  shall not have
          taken place by June 20,  2006,  the number of the Sale Shares shall be
          reduced by the number of such shares and the  Purchase  Price shall be
          reduced  accordingly,  i.e., by the value of the shares which have not
          been  transferred  and the pro rata amount payable in connection  with
          the Purchase Price.

3.4       Subsequent Settlement. If, due to a capital increase, the Seller shall
          acquire   additional   shares  in  Prazska   Energetika,   Stredoceska
          Energeticka,    Vychodoceska   Energetika,   Severoceska   Energetika,
          Zapadoceska Energetika, Jihoceska Energetika,  Jihomoravska Energetika
          or Severomoravska

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          Energetika within one year of the Settlement Date, the Purchaser shall
          accept a tender  offer of the  Seller  within 30 days of  receipt  and
          purchase such  additional  shares from the Seller for a purchase price
          determined pursuant to this Agreement payable on the relevant quantity
          of such  additional  shares on terms and  conditions  similar to those
          contained herein.

3.5       Special Settlement. The Purchaser shall, pursuant to a written request
          of the  municipality  Lobendava,  Postal Code: 407 82, Decin District,
          transfer   free-of-charge   297   registered   shares  in  Severoceska
          Energetika to the municipality  without undue delay after the delivery
          of the written request of Lobendava to the Purchaser.

3.6       Adjustment of the Purchase Price; Draft Settlement.  After the Closing
          Date, the auditor of CEPS shall,  in accordance  with the  Resolution,
          carry out an audit of the results of operations of CEPS for the period
          from the execution of the CEPS Share Purchase Agreement to the Closing
          Date,  and the New Expert shall prepare the New Expert  Opinion on the
          basis of such audit.  If the New Expert is appointed by both courts of
          competent  jurisdiction  pursuant to the nominations  made by the CEPS
          Share  Transferee  and the  Purchaser  under the CEPS  Share  Purchase
          Agreement,  the  purchase  prices  payable  for  the  shares  in  CEPS
          transferred under the CEPS Share Purchase  Agreement and the Agreement
          with the Ministry of Labor and Social Affairs may, on the basis of the
          New Expert  Opinion,  be subject to change in accordance with the CEPS
          Share Purchase  Agreement and the Agreement with the Ministry of Labor
          and Social Affairs.  Even if the New Expert is not appointed  pursuant
          to such nominations by both courts of competent jurisdiction,  the New
          Expert shall still prepare the New Expert Opinion and deliver the same
          to the Expert.  The Expert  shall  compare the values of the shares in
          CEPS  determined  by the New Expert  Opinion  and the  Initial  Expert
          Opinion and, if required,  prepare the Expert's New Expert  Opinion or
          confirm that he insists on the Initial Expert Opinion.  The New Expert
          Opinion  shall be  prepared  by the New  Expert and  delivered  to the
          Seller,  the Purchaser,  the CEPS Share Transferee and the Ministry of
          Labor and Social Affairs within 60 days following the Closing Date. In
          the event of the  preparation of the New Expert Opinion by the Expert,
          the  Expert's  New Expert  Opinion  shall be  delivered  in the manner
          described  in the  preceding  sentence.  If,  on the  basis of the New
          Expert  Opinion of the New Expert or the Expert's New Expert  Opinion,
          there is a change in the  purchase  prices  payable  for the shares in
          CEPS  transferred  under the CEPS  Share  Purchase  Agreement  and the
          Agreement  with the Ministry of Labor and Social  Affairs,  the method
          for the payment of the Purchase Price shall be changed as follows:

          (a)  The total amount of the  Purchase  Price  hereunder  shall remain
               unchanged.

          (b)  The portion of the Purchase  Price  payable under Section 2.2 (a)
               hereof shall  automatically be changed so that it is equal to the
               purchase price for the shares in CEPS transferred  under the CEPS
               Share Purchase Agreement as determined pursuant to the New Expert
               Opinion of the New Expert or pursuant to the  Expert's New Expert
               Opinion.  On the  Draft  Settlement  Date,  the  Seller  and  the
               Purchaser  shall,  in the presence of the CEPS Share  Transferee,
               exchange the Draft  delivered  by the  Purchaser to the Seller on
               the Share Settlement Date for the New Draft.

          (c)  The portion of the total purchase price payable under Section 2.2
               (b) hereof (to be  assigned  free-of-charge  to the  Ministry  of
               Labor and Social Affairs) shall  automatically be changed so that
               it is  equal  to the  purchase  price  for  the  shares  in  CEPS
               transferred  under the  Agreement  with the Ministry of Labor and
               Social Affairs determined under Section 3.6 hereof.

          (d)  If pursuant  to Section 3.6 (c) hereof,  the portion of the total
               purchase  price  payable under Section 2.2 (b) hereof is reduced,
               the portion of the purchase  price  payable under Section 2.2 (c)
               hereof  shall  automatically  be  increased  by the amount of the
               reduction  in the  portion of the total  purchase  price  payable
               under Section 2.2 (b) hereof.  The Purchaser shall pay the amount
               of such increase to the Seller within 15 days  following the date
               of the proper  settlement of drafts on the Draft  Settlement Date
               in accordance with Section 3.6 (g) hereof by wire transfer to the
               Seller's account specified in Section 3.1 (f) hereof.

          (e)  If pursuant  to Section 3.6 (c) hereof,  the portion of the total
               purchase price payable under Section 2.2 (b) hereof is increased,
               the portion of the total purchase price payable under Section 2.2
               (c) hereof  shall  automatically  be reduced by the amount of the
               increase in the portion of the total purchase price payable under
               Section 2.2 (b)  hereof.  The Seller  shall  return the amount of
               such reduction to the Purchaser within 15 days following the date
               of the

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               proper  settlement  of  drafts on the  Draft  Settlement  Date in
               accordance  with  Section 3.6 (g) hereof by wire  transfer to the
               Purchaser's  account  subsequently  specified  in  writing by the
               Purchaser.

          (f)  The portions of the total  purchase  price  payable under Section
               2.2 (d) through (g) hereof  shall  automatically  be increased by
               the amount of the reduction in the portion of the total  purchase
               price  payable  under  Section 2.2 (a) hereof or, as the case may
               be,  reduced by the amount of the  increase in the portion of the
               total purchase  price payable under Section 2.2 (a) hereof,  with
               the relative  amounts of the portions of the total purchase price
               payable  under  Section  2.2 (d)  through  (g)  hereof  remaining
               unchanged  after  such   increase/reduction   in  the  individual
               portions of the total  purchase  price.  The same  changes  shall
               apply to the  principal  amounts of the drafts to be drawn by the
               Purchaser  pursuant  to  Section  2.2 (d)  through  (g) and  this
               Section hereof and exchanged on the Draft Settlement Date for the
               drafts  originally  drawn by the Purchaser  under Section 2.2 (d)
               through (g) hereof and delivered on the Share  Settlement Date to
               the Seller.

          (g)  Draft  Settlement Date. On the Draft Settlement Date, the Parties
               shall, at the Seller's  registered  office and in the presence of
               the CEPS Share Transferee, settle the drafts so that:

               -    the  Purchaser  shall  draw  a New  Draft,  the  CEPS  Share
                    Transferee  shall  unconditionally  accept the New Draft and
                    the  Purchaser  shall  deliver  the New Draft to the  Seller
                    against the return of the Draft,  the latter to be destroyed
                    in  the  presence  of  the  CEPS  Share   Transferee;   and,
                    simultaneously,

               -    the Purchaser  shall draw new drafts pursuant to Section 2.2
                    (d) through (g) and Section 3.6 (f) hereof and deliver  such
                    drafts  to the  Seller  against  the  return  of the  drafts
                    originally  drawn by the  Purchaser  pursuant to Section 2.2
                    (d) through (g) hereof and delivered by the Purchaser to the
                    Seller on the Share  Settlement  Date,  the latter to be now
                    destroyed.

          (h)  The Parties and the CEPS Share  Transferee  shall  provide to one
               another any and all  assistance  required for such  settlement of
               drafts  as  described  in  Section  3.6 (g)  hereof  (the  "Draft
               Settlement")  and  refrain  from any action  that might make such
               settlement impossible.  If any Party is in default with the Draft
               Settlement,  the defaulting  Party shall pay to the other Party a
               contractual  penalty of CZK 10,000,000 (to wit: ten million Czech
               crowns) for each day of default.


                                   ARTICLE IV
                          REPRESENTATIONS OF THE SELLER

The Seller  hereby  represents  that all of the facts set forth in Sections  4.1
through 4.7 hereof are true and correct as of the date hereof and warrants  that
the facts set forth in Sections 4.1 through 4.7 hereof shall be true and correct
as of the transfer date of the Sale Shares to the Purchaser.

4.1  Organization of the Seller.  The Seller is a legal entity duly  established
under Act No.  171/1991  Coll.,  on the  Competence of  Authorities of the Czech
Republic in the Matter of Transfers of State-Owned Property to Other Persons and
on the National Property Fund of the Czech Republic, as amended.

4.2  Organization  of the  Companies.  Each of the  Companies  is a joint  stock
company  duly  organized  and  validly  existing  under  the  laws of the  Czech
Republic.

4.3  Authorization of Agreement.  The Seller has all requisite  corporate power,
authority and legal  capacity to execute and deliver this  Agreement and perform
its obligations  hereunder.  This Agreement has been duly and validly authorized
and executed and delivered by the Seller and  constitutes  the legal,  valid and
binding  obligations  of the  Seller in  accordance  with  applicable  law.  The
Seller's obligations  hereunder are enforceable against the Seller in accordance
with the terms of this Agreement.

4.4  No  Violation.  Neither the  execution  and  delivery by the Seller of this
Agreement nor the performance by the Seller of any of its obligations  hereunder
will  violate any  organizational  or similar  document  of the

                                       7
<PAGE>
Seller, or any contractual or other obligation of the Seller, or any judgment or
administrative  order by which the Seller is bound or which is applicable to the
Seller's assets or any part thereof or to which the Seller's assets are subject,
or any law or regulation applicable to the Seller.

4.5  Consents  of  Third   Parties.   Except  for  (i)  consents,   permits  and
authorizations  already obtained by the Seller,  including,  without limitation,
the Resolution,  (ii) the  notification  under Section 183d(1) of the Commercial
Code that  shall be made by the Seller in  connection  with the sale of the Sale
Shares following the date of transfer of the Sale Shares to the Purchaser, (iii)
approval of the concentration by the Antitrust Office pursuant to Sections 12 et
seq. of the  Competition  Act, and (iv) Antitrust State Aid Decision 1 under the
State Aid Act, no consent,  waiver,  approval,  permit or  authorization  of, or
declaration  or filing with, or  notification  to, any person is required on the
part of the  Seller  in  connection  with the  execution  and  delivery  of this
Agreement, or the performance by the Seller of any of its obligations hereunder.

4.6  Issuance of Shares. The Sale Shares have been duly issued by the respective
Companies in  accordance  with  applicable  laws and the  respective  Companies'
Articles of Association and no separately  transferable right within the meaning
of Section 156a of the Commercial  Code has been separated from the Sale Shares.
The Sale Shares of each  Company  represent  such  percentage  of the  Company's
registered  capital,  rounded  to two  decimal  places,  as is set  forth in the
relevant  provisions of Article VIII hereof.  The voting rights  attached to the
Sale Shares have been determined on the basis of their nominal value without any
quantitative limitation.  For the avoidance of doubt, neither this nor any other
representation  of the Seller  contained  herein  shall be construed so that the
acquisition  of the Sale Shares by the  Purchaser has no effect on the duration,
enforceability,  effectiveness,  validity of or the ability to further  exercise
the special  rights  attached to the golden Sale Shares under Section 10a (4)(b)
of Act No.  92/1991  Coll.,  on the  Conditions  for the Transfer of State-Owned
Assets to Other  Persons,  as  amended,  and  Article  IV,  Section 2 of Act No.
210/1993  Coll.;  such  special  rights  are vested in the Seller and may not be
exercised by the Purchaser or any other person.

4.7  Seller's Ownership of the Sale Shares. The Seller is the exclusive owner of
each of the Sale Shares,  free and clear of any and all Third Party Rights,  and
all of the Sale Shares are freely transferable.

4.8  Damages.   In  the  event  of  a  breach  by  the  Seller  of  any  of  the
representations  of the  Seller  contained  in this  Article  IV (the  "Seller's
Representations")  or of  any  of  its  agreements,  covenants  or  undertakings
contained in this  Agreement  (the  "Seller's  Covenants"),  the Seller shall be
obligated to pay to the Purchaser  compensation  for any damage  incurred by the
Purchaser  as a result  of or in  connection  with such  breach of the  Seller's
Representations or the Seller's Covenants.


                                    ARTICLE V
                        REPRESENTATIONS OF THE PURCHASER

The Purchaser hereby  represents that all of the facts set forth in Sections 5.1
through 5.5 hereof are true and correct as of the date hereof and warrants  that
such facts shall be true and correct as of the transfer  date of the Sale Shares
to the Purchaser.

5.1  Organization of the Purchaser.  The Purchaser is a joint-stock company duly
organized and existing under the laws of the Czech Republic.

5.2  Authorization  of Agreement.  The  Purchaser  has all  requisite  corporate
power,  authority and legal  capacity to execute and deliver this  Agreement and
perform its  obligations  hereunder.  This  Agreement  has been duly and validly
authorized  and executed and  delivered by the  Purchaser  and  constitutes  the
legal,  valid and  binding  obligations  of the  Purchaser  in  accordance  with
applicable law. The Purchaser's  obligations  hereunder are enforceable  against
the Purchaser in accordance with the terms of this Agreement.

5.3  No  Violation.  Neither the execution and delivery by the Purchaser of this
Agreement  nor  the  performance  by the  Purchaser  of  any of its  obligations
hereunder will violate any  organizational or similar document of the Purchaser,
or any  contractual  or other  obligation of the  Purchaser,  or any judgment or
administrative order by which the Purchaser is bound or to which the Purchaser's
assets or any part thereof are subject,  or any law or regulation  applicable to
the Purchaser.

5.4  Selected Finance Documents.  In relation to the Selected Finance Documents,
the Purchaser shall,  within nine (9) months of the execution of this Agreement,
(i) obtain documents from the relevant banks,

                                       8
<PAGE>
pursuant  to which the banks shall  waive or  otherwise  forfeit the rights they
would have by virtue of a breach by the  Purchaser of the  Selected  Affirmative
Covenant  or (ii)  release  itself,  whether by  prepayment  of the  obligations
resulting from or related to the Selected Finance  Documents or otherwise,  from
the obligations  arising out of the Selected  Finance  Documents or the Selected
Affirmative  Covenant.  The  Purchaser  shall  inform  the  Seller in writing of
compliance or non-compliance with this obligation within the same time limit.

5.5  Consents  of  Third   Parties.   Except  for  (i)  consents,   permits  and
authorizations  already obtained by the Purchaser,  (ii) the notification  under
Section  183d(1) of the  Commercial  Code that shall be made by the Purchaser in
connection with the acquisition of the Sale Shares after the date of transfer of
the Sale Shares to the Purchaser, and (iii) approval of the concentration by the
Antitrust  Office  pursuant to Sections  12 et seq. of the  Competition  Act, no
consent, waiver, approval,  permit or authorization of, or declaration or filing
with, or notification to, any person is required on the part of the Purchaser in
connection with the execution and delivery of this Agreement, or the performance
by the Purchaser of any of its obligations hereunder.

5.6  Damages.  In  the  event  of a  breach  by  the  Purchaser  of  any  of the
representations  of the Purchaser  contained in this Article V (the "Purchaser's
Representations")  or of  any  of  its  agreements,  covenants  or  undertakings
contained in this Agreement (the "Purchaser's  Covenants"),  the Purchaser shall
be obligated to pay to the Seller  compensation  for any damage  incurred by the
Seller  as a result of or in  connection  with  such  breach of the  Purchaser's
Representations or the Purchaser's Covenants.


                                   ARTICLE VI
                         JOINT COVENANTS OF THE PARTIES

6.1. Consummation  of the Sale.  The Parties  shall take all actions that may be
necessary or desirable for the  consummation of the sale of the Sale Shares upon
the terms and subject to the conditions contained herein.

6.2  Concentration Approval.

(a)  The  Purchaser  covenants to file with the Antitrust  Office,  within seven
     days of the  execution  of  this  Agreement,  an  application  pursuant  to
     Competition  Act  for  the  approval  of  the  concentration  that  may  be
     established by the sale of the Sale Shares hereunder.

(b)  In preparing the application for approval of the  concentration  and in the
     course of the  procedure in respect of such  application,  each Party shall
     provide to the other Party all requisite assistance, in particular, provide
     all the  required  information  to the  other  Party  within  the  shortest
     possible  time limits or, if  required,  procure  such  information  at the
     request of the other Party  within the  shortest  possible  time limits and
     shall act in the procedure so that the Concentration Approval is granted.

(c)  Concentration Approval means the decision of the Antitrust Office approving
     the concentration  established by the sale of the Sale Shares by the Seller
     to the  Purchaser.  Concentration  Approval shall also mean the case where,
     upon the expiration of a certain time limit,  the Antitrust Office shall be
     deemed,   according  to  the   Competition   Act,  to  have   approved  the
     concentration.  Further,  Concentration Approval shall also mean a decision
     of the Antitrust Office to the effect that the concentration established by
     the sale of the Sale Shares by the Seller to the  Purchaser  is not subject
     to approval by the Antitrust Office.

6.3  Antitrust State Aid Decision 1

(a)  The Seller covenants to file with the Antitrust  Office,  within seven days
     of the execution of this  Agreement,  an application for exemption from the
     prohibition  of State aid under the State Aid Act for the  reason  that the
     sale of the Sale Shares hereunder might be deemed to be State aid.

(b)  In preparing the  application  for exemption from the  prohibition of State
     aid and in the course of the procedure in respect of such application,  the
     Purchaser shall provide the Seller all requisite assistance; in particular,
     each Party shall  provide all the required  information  to the other Party
     within the  shortest  possible  time limits or, if  required,  procure such
     information at the request of the other Party within the shortest  possible
     time  limits and shall act in the  procedure  so that  Antitrust  State Aid
     Decision 1 is issued.

                                       9
<PAGE>
(c)  Antitrust State Aid Decision 1 means the decision of the Antitrust  Office,
     pursuant to which the Antitrust Office  terminates the procedure because it
     has found that no State aid is  involved  in the sale of the Sale Shares by
     the Seller to the Purchaser. Antitrust State Aid Decision 1 shall also mean
     a decision of the Antitrust Office,  pursuant to which the Antitrust Office
     approves an exemption from the prohibition of State aid.

6.4  Information  Requirement.  If any Party  becomes  aware of any fact that is
     decisive for the running of any time limit determined by this Agreement, it
     shall inform the other Party of such fact without delay.


                                   ARTICLE VII
                                   TERMINATION

7.1  Termination.  The  contractual  relationship  between  the  Seller  and the
Purchaser hereunder shall terminate only for the following reasons:

(a)  prior to the  transfer  of the Sale  Shares  to the  Purchaser,  by  mutual
     agreement  of the  Seller and the  Purchaser  as of the date  provided  for
     herein;

(b)  if the REAS Concentration  Approval or the CEPS  Concentration  Approval is
     not  granted  or  Antitrust  State Aid  Decision 1 or  Antitrust  State Aid
     Decision 2 or Antitrust State Aid Decision 3 is not issued,  as of the date
     on which the time limit for filing a complaint against a final rejection by
     the  Antitrust  Office in any of such  matters  has  expired  without  such
     complaint having been filed or (if such complaint  against the rejection by
     the Antitrust  Office has been filed within the statutory time limit) as of
     the date on which the  decision  of the  competent  court  dismissing  such
     complaint becomes final and effective;

(c)  the  obligation  of the  Purchaser  set forth in Section 5.4 hereof has not
     been performed within the time limit specified therein;

(d)  for the reasons set out in Section  9.1 and/or  Section 9.2 and/or  Section
     9.3 hereof;

(e)  rescission by the Seller or the Purchaser prior to the transfer of the Sale
     Shares to the  Purchaser  in the event that the  Antitrust  Office  issues,
     instead  of  Antitrust  State  Aid  Decision  1, a  decision  approving  an
     exemption  from  the   prohibition  of  State  aid  "subject  to  specified
     conditions,"  with  effect  as of the date of  delivery  of the  notice  of
     rescission;

(f)  rescission  by the Seller  prior to the  transfer of the Sale Shares to the
     Purchaser,  if the Purchaser shall materially breach this Agreement and, if
     such  breach is capable  of being  cured,  shall  fail to cure such  breach
     within fifteen (15) days after written notice thereof from the Seller, with
     effect  as of the date of  delivery  of the  notice  of  rescission  to the
     Purchaser; or

(g)  rescission by the Purchaser prior to the transfer of the Sale Shares to the
     Purchaser,  if the Seller shall  materially  breach this  Agreement and, if
     such  breach is capable  of being  cured,  shall  fail to cure such  breach
     within  fifteen (15) days after written  notice thereof from the Purchaser,
     with effect as of the date of delivery of the notice of  rescission  to the
     Seller.

7.2  Exclusion of Certain Provisions of the Commercial Code. Neither Party shall
be entitled to rescind or otherwise terminate this Agreement except as expressly
provided in Section 7.1 hereof, and the application of the provisions of Section
345 (1) and (3),  Sections 346 through 350, Section 356 and Section 436(1)(d) of
the Commercial Code shall be excluded and shall not apply to this Agreement.


                                  ARTICLE VIII
                                   DEFINITIONS

For the purposes of this Agreement, the following terms shall have the following
meanings:

"CEPS,  a.s." means CEPS,  a.s.,  having its registered  office at Elektrarenska
774/2, 101 52 Prague 10, Identification No.: 25702556.

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<PAGE>
"Share Settlement Date" means the eighth Business Day immediately  following the
later of the Availability Date of All Decisions and the date on which compliance
with the  obligations  described in Section 5.4 hereof is evidenced and the date
on which the Purchaser and the CEPS Share Transferee execute a written agreement
with the Depositary.

"Draft Settlement Date" means the eighth Business Day immediately  following the
preparation and delivery of the New Expert Opinion by the New Expert, insofar as
the New Expert shall be appointed by both courts of competent jurisdiction,  or,
as the case may be, of the New Expert  Opinion by the Expert,  to the  Purchaser
and the CEPS Share Transferee.

"Confidential  Information"  means  any  information  concerning  the  terms and
conditions of this Agreement and, in addition, any information exchanged between
the Parties and their respective  advisers in connection with the negotiation of
this Agreement. Confidential Information shall not include any information which
becomes available to the general public other than by a breach of any obligation
of the relevant Party under Section 10.3 hereof;

"Jihoceska  Energetika" means Jihoceska energetika,  a.s., having its registered
office at Lannova 16, 370 49 Ceske Budejovice, Identification No.: 60826819.

"Jihomoravska  Energetika"  means  Jihomoravska  energetika,  a.s.,  having  its
registered office at Lidicka 36, 659 44 Brno, Identification No.: 49970194.

"CZK" means the Czech crown, the lawful currency of the Czech Republic.

"Purchase  Price"  shall have the  meaning  ascribed to such term in Section 2.1
hereof.

"Ministry  of Labor and Social  Affairs"  means the  division  of the  executive
branch of the  government  acting on behalf of the Czech  Republic in accordance
with Act No.  219/2000  Coll.,  on the  Property of the Czech  Republic  and the
Action of the Czech Republic in Legal Relationships, as amended.

"CEPS Share  Transferee"  means OSINEK,  a.s.,  having its registered  office at
Ruska 56, c.p. 397, Ostrava-Vitkovice,  Postal Code: 706 02, Identification No.:
0001 2173.

"New Draft" means the draft drawn by the  Purchaser  on the Seller,  made not to
order,  in the  principal  amount equal to the purchase  price for the shares in
CEPS,  a.s. as determined by the CEPS Share Purchase Price  according to the New
Expert  Opinion,  insofar as the New Expert shall be appointed by both courts of
competent  jurisdiction,  or, as the case may be,  according to the Expert's New
Expert Opinion pursuant to Section 3.6 hereof,  payable at sight, to be accepted
by the CEPS Share Transferee as the drawee, in the form of Exhibit A hereto.

"New Expert" means the expert  appointed by both courts  pursuant to nominations
made by the CEPS  Share  Transferee  and the  Purchaser  under  the  CEPS  Share
Purchase  Agreement.  If the  proceedings  in  respect  of either of or both the
nominations  for  the  expert  under  the  CEPS  Share  Purchase  Agreement  are
discontinued  because  of a bar of res  judicata,  New  Expert  means the expert
nominated under the CEPS Share Purchase Agreement, even though he or she has not
been appointed by the courts.

"New Expert  Opinion"  means the expert opinion giving a valuation of the shares
in CEPS sold under the CEPS Share Purchase Agreement, prepared by the New Expert
after the Share Settlement Date under Section 3.6 hereof.

"Expert's New Expert Opinion" means the expert opinion giving a valuation of the
shares in CEPS sold under the CEPS Share  Purchase  Agreement,  prepared  by the
Expert after the CEPS Share Settlement Date under Section 3.6 hereof.

"Commercial  Code" shall have the meaning  ascribed to such term in the Preamble
to this Agreement.

"Securities Dealer" means the person having a securities dealer license pursuant
to the  Securities  Act and being a member of UNIVYC that shall be designated by
written  notice of the  Purchaser  delivered to the Seller within 60 days of the
execution of this Agreement.

                                       11
<PAGE>
"Availability  Date  of  All  Decisions"  means  the  date  on  which  the  CEPS
Concentration  Approval,  the REAS Concentration  Approval,  Antitrust State Aid
Decision 1,  Antitrust  State Aid Decision 2 and Antitrust  State Aid Decision 3
become  final and  enforceable.  In the event  that the above  decisions  do not
become  final and  enforceable  on the same day,  the  Availability  Date of All
Decisions  shall be the  latest  of the  dates on which  the CEPS  Concentration
Approval,  the REAS  Concentration  Approval,  Antitrust  State Aid  Decision 1,
Antitrust  State Aid Decision 2 and Antitrust  State Aid Decision 3 become final
and enforceable.

"CEPS  Concentration  Approval"  means  the  decision  of the  Antitrust  Office
approving the concentration of competitors  established by the sale of shares in
CEPS,  a.s. by the Purchaser to OSINEK under the CEPS Share Purchase  Agreement;
OSINEK shall apply for the approval. CEPS Concentration Approval shall also mean
the case where,  upon the  expiration  of a certain  time limit,  the  Antitrust
Office shall be deemed,  according to the Competition  Act, to have approved the
concentration of competitors  established by the sale of shares in CEPS, a.s. by
the Purchaser to OSINEK under the CEPS Share Purchase Agreement.  Further,  CEPS
Concentration Approval shall also mean a decision of the Antitrust Office to the
effect that the concentration established by the sale of shares in CEPS, a.s. by
the Purchaser to OSINEK under the CEPS Share  Purchase  Agreement is not subject
to approval by the Antitrust Office.

"REAS  Concentration  Approval" shall have the meaning  ascribed to such term in
Section 6.2(c) hereof.

"Business Day" means any day on which UNIVYC and banks in the Czech Republic are
open for business.

"Third Party  Rights" means any  encumbrance  and  contractual  right of a third
party with respect to securities,  including,  without  limitation,  any pledge,
right of first  refusal,  call  option or put option,  suspension  of rights and
restriction on transfer.

"Prazska  Energetika"  means Prazska  energetika,  a.s.,  having its  registered
office at Na Hroude 1492/4, 100 05 Prague 10, Identification No.: 60193913.

"Sale Shares" means,  collectively,  the Sale Shares of Prazska Energetika,  the
Sale  Shares  of  Stredoceska  Energeticka,  the  Sale  Shares  of  Vychodoceska
Energetika,  the Sale  Shares  of  Severoceska  Energetika,  the Sale  Shares of
Zapadoceska Energetika, the Sale Shares of Jihoceska Energetika, the Sale Shares
of Jihomoravska Energetika, and the Sale Shares of Severomoravska Energetika.

"Jihoceska Energetika Sale Shares" means,  collectively,  (i) 651,579 book-entry
bearer  common  shares of Jihoceska  Energetika,  ISIN:  CZ0005077057,  having a
nominal  value  of CZK  1,000  per  share,  the  total  nominal  value  of which
represents 34% of the registered capital of Jihoceska Energetika.

"Jihomoravska Energetika Sale Shares" means, collectively,  1,179,544 book-entry
bearer common shares of Jihomoravska Energetika,  ISIN:  CZ0005077958,  having a
nominal  value  of CZK  1,000  per  share,  the  total  nominal  value  of which
represents 33.4% of the registered capital of Jihomoravska Energetika.

"Prazska  Energetika  Sale Shares"  means,  collectively,  1,315,611  book-entry
bearer common shares of Prazska Energetika, ISIN: CZ0005078154, having a nominal
value of CZK 1,000 per share, the total nominal value of which represents 34% of
the registered capital of Prazska Energetika.

"Severoceska  Energetika  Sale  Shares"  means,   collectively,   (i)  1,565,046
book-entry bearer common shares of Severoceska Energetika,  ISIN:  CZ0005078055,
having a nominal value of CZK 1,000 per share,  (ii) 297  book-entry  registered
common shares of Severoceska Energetika,  ISIN:  CZ0005106781,  having a nominal
value of CZK 1,000 per share, and (iii) 1 book-entry  registered golden share of
Severoceska Energetika, SIN: 770950001725,  having a nominal value of CZK 1,000,
the total nominal value of which represents 48.05% of the registered  capital of
Severoceska Energetika.

"Severomoravska  Energetika  Sale Shares"  means,  collectively,  (i)  1,654,706
book-entry   bearer   common   shares  of   Severomoravska   Energetika,   ISIN:
CZ0005078352,  having a  nominal  value  of CZK  1,000  per  share,  (ii)  3,076
book-entry  registered  common  shares  of  Severomoravska   Energetikav,   SIN:
770950000404,  having a nominal value of CZK 1,000 per share,  the total nominal
value of which  represents  0.09% of the  registered  capital of  Severomoravska
Energetika,  and (iii) 1 book-entry  registered  golden share of  Severomoravska
Energetika,  SIN:  770950000677,  having a nominal value of CZK 1,000, the total
nominal  value  of  which  represents  48.66%  of  the  registered   capital  of
Severomoravska Energetika.

                                       12
<PAGE>
"Stredoceska  Energeticka  Sale  Shares"  means,  collectively,   (i)  1,871,706
book-entry bearer common shares of Stredoceska Energeticka,  ISIN: CZ0005078253,
having a nominal  value of CZK 1,000 per share,  (ii) 39  book-entry  registered
common shares of Stredoceska  Energeticka,  SIN: 770950000784,  having a nominal
value of CZK 1,000 per share, and (iii) 1 book-entry  registered golden share of
Stredoceska Energeticka, SIN: 770950000792, having a nominal value of CZK 1,000,
the total nominal value of which represents 58.30% of the registered  capital of
Stredoceska Energeticka.

"Vychodoceska  Energetika  Sale  Shares"  means,  collectively,   (i)  1,265,177
book-entry bearer common shares of Vychodoceska Energetika,  ISIN: CZ0005076950,
having a nominal value of CZK 1,000 per share, and (ii) 1 book-entry  registered
golden share of Vychodoceska  Energetika,  SIN:  770950001469,  having a nominal
value of CZK 1,000,  the total nominal value of which  represents  49.62% of the
registered capital of Vychodoceska Energetika.

"Zapadoceska Energetika Sale Shares" means, collectively, (i) 774,853 book-entry
bearer common shares of Zapadoceska Energetikav,  ISIN,  CZ0005077354,  having a
nominal  value of CZK 1,000 per share,  (ii) 391  book-entry  registered  common
shares of Zapadoceska Energetika,  SIN: 770950000818,  having a nominal value of
CZK  1,000  per  share,  and  (iii) 1  book-entry  registered  golden  share  of
Zapadoceska Energetika, SIN: 770950000719,  having a nominal value of CZK 1,000,
the total nominal value of which represents 48.28% of the registered  capital of
Zapadoceska Energetika.

"Purchaser's  Representations"  shall have the meaning  ascribed to such term in
Section 5.6 hereof.

"Seller's  Representations"  shall  have the  meaning  ascribed  to such term in
Section 4.8 hereof.

"Purchaser  Settlement  Order" means the order entered by the Purchaser  through
the  Securities   Dealer  in  the  UNIVYC   settlement  system  to  arrange  the
registration  of the transfer of the Sale Shares from the securities  account of
the Seller maintained at the Securities Center to the securities  account of the
Purchaser  maintained at the Securities  Center on the Settlement Date. The form
of the Purchaser Settlement Order is attached as Exhibit B hereto.

"Seller  Settlement  Order" means the order  entered by the Seller in the UNIVYC
settlement system to arrange the registration of the transfer of the Sale Shares
from the securities account of the Seller maintained at the Securities Center to
the securities  account if the Purchaser  maintained at the Securities Center on
the  Settlement  Date.  The form of the Seller  Settlement  Order is attached as
Exhibit C hereto.

"Settlement Orders" means, collectively,  the Purchaser Settlement Order and the
Seller Settlement Order.

"Initial Expert Opinion" means the Expert's expert opinion pursuant to which the
shares in CEPS sold under the CEPS Shares  Purchase  Agreement were valued prior
to the execution of this Agreement.

"Antitrust State Aid Decision 1" shall have the meaning ascribed to such term in
Section 6.3 (c) hereof.

"Antitrust  State Aid  Decision 2" means the decision of the  Antitrust  Office,
pursuant to which the Antitrust  Office shall terminate the procedure  conducted
under the State Aid Act on the basis of an application for an exemption from the
prohibition of State Aid, filed by Ceska konsolidacni  agentura,  because it has
found that no State aid is involved in the sale of shares under the  Zapadoceska
Energetika Share Purchase  Agreement.  Antitrust State Aid Decision 2 shall also
mean the  decision of the  Antitrust  Office,  pursuant  to which the  Antitrust
Office approves an exemption from the prohibition of State aid.

"Antitrust  State Aid  Decision 3" means the decision of the  Antitrust  Office,
pursuant to which the Antitrust  Office shall terminate the procedure  conducted
under the State Aid Act on the basis of an application for an exemption from the
prohibition  of State aid,  filed by the CEPS Share  Transferee,  because it has
found that no State aid is involved  in the sale of shares  under the CEPS Share
Purchase Agreement.  Antitrust State Aid Decision 3 shall also mean the decision
of the  Antitrust  Office,  pursuant to which the Antitrust  Office  approves an
exemption from the prohibition of State aid.

"Severoceska   Energetika"  means  Severoceska  energetika,   a.s.,  having  its
registered  office  at  Teplicka  874/8,  405 49 Decin IV,  Identification  No.:
49903179.

                                       13
<PAGE>
"Severomoravska  Energetika" means Severomoravska  energetika,  a.s., having its
registered  office  at 28.  rijna  152,  709  02  Ostrava,  Identification  No.:
47675691.

"Depositary"  means the person  designated by agreement of the Purchaser and the
CEPS Share Transferee,  with whom the Draft will be deposited after its issuance
by the  Seller and  acceptance  by the  Purchaser  pursuant  to Section  3.1 (b)
hereof.

"Draft" means the draft drawn by the Purchaser on the Seller, made not to order,
in the principal amount of CZK 11,620,692,000,  payable at sight, to be accepted
by the CEPS Share  Transferee  as the drawee,  in the form attached as Exhibit A
hereto.  The principal  amount of the Draft shall be equal to the purchase price
for the shares in CEPS,  a.s.  determined by the CEPS Share  Purchase  Agreement
prior to its adjustment pursuant to Section 3.6 hereof.

"CEPS Share Purchase  Agreement"  means the share purchase  agreement dated June
28,  2002  entered  into  by and  between  the  Purchaser  and  the  CEPS  Share
Transferee,  under  which  the  Purchaser  shall  transfer  to  the  CEPS  Share
Transferee  91,064,240 book-entry registered common shares of CEPS, a.s., having
a  nominal  value  of  CZK  100  per  share,  SIN:  770000002673,   representing
approximately  51% of the registered  capital of CEPS, a.s.

"Agreement  with the  Ministry  of Labor  and  Social  Affairs"  means the share
purchase agreement entered into by and between the Purchaser and the Ministry of
Labor and Social  Affairs,  under  which the  Purchaser  shall  transfer  to the
Ministry of Labor and Social Affairs  26,783,600  book-entry  registered  common
shares  of  CEPS,  a.s.,  having a  nominal  value  of CZK 100 per  share,  SIN:
770000002673,  representing approximately 15% of the registered capital of CEPS,
a.s., for a purchase price of CZK 3,417,851,000, which may be adjusted according
to the New  Expert  Opinion  or, as the case may be,  the  Expert's  New  Expert
Opinion.

"Zapadoceska  Energetika  Share  Purchase  Agreement"  means the share  purchase
agreement  entered  into by and between  the  Purchaser  and Ceska  konsolidacni
agentura,  having its registered  office at Janovskeho  438/2,  Prague 7, Postal
Code:  170 06,  Identification  No.:  70109966,  under which Ceska  konsolidacni
agentura shall transfer to the Purchaser  31,754  book-entry  registered  common
shares of Zapadoceska energetika,  a.s., having a nominal value of CZK 1,000 per
share, SIN:  770950000818,  representing  approximately  1.98% of the registered
capital of Zapadoceska energetika, a.s. for a purchase price of CZK 196,290,000.

"Party"  means  either  the  Seller  or  the  Purchaser,   and  "Parties"  means
collectively the Seller and the Purchaser.

"Companies"  means,  collectively,  (i)  Prazska  Energetika,  (ii)  Stredoceska
Energeticka,  (iii) Vychodoceska  Energetika,  (iv) Severoceska Energetika,  (v)
Zapadoceska   Energetika,   (vi)  Jihoceska   Energetika,   (vii)   Jihomoravska
Energetika, and (viii) Severomoravska Energetika.

"Stredoceska  Energeticka"  means  Stredoceska  energeticka,  a.s.,  having  its
registered office at Vinohradska 325/8, 120 21 Prague 2, Postal Code: 60193140.

"Closing Date" mean, in accordance  with the  Resolution,  the date on which the
shares  in CEPS,  a.s.  shall be  transferred  under  the  CEPS  Share  Purchase
Agreement  from  the  securities  account  of the  Purchaser  maintained  at the
Securities  Center  to the  securities  account  of the  CEPS  Share  Transferee
maintained at the Securities Center.

"UNIVYC" shall have the meaning ascribed to such term in Section III(a) hereof.

"Antitrust Office" means the Office for the Protection of Competition.

"Resolution"  shall  have the  meaning  ascribed  to such  term in the  Preamble
hereto.

"Selected Finance Documents" means (i) the DEM 280 Million  Multi-Currency  Loan
Agreement  entered into by and between the  Purchaser  and a syndicate of banks,
due 2003 and (ii) the EUR 85 Million Guarantee  Agreement for the benefit of the
European  Investment  Bank  entered  into by and  between  the  Purchaser  and a
syndicate of banks, due 2013.

"Selected  Affirmative  Covenant"  means  the  Purchaser's  covenant  under  the
Selected Finance Documents to hold more than 50% share in the company owning the
assets of the transmission grid.

                                       14
<PAGE>
"Vychodoceska  Energetika"  means  Vychodoceska  energetika,  a.s.,  having  its
registered  office at Sladkovskeho  215, 501 03 Hradec  Kralove,  Identification
No.: 60108720.

"Closing" shall have the meaning ascribed to such term in Section 3.1 hereof.

"Draft  Settlement" shall have the meaning ascribed to such terms in Section 3.6
(h) hereof.

"Securities  Act" shall have the meaning  ascribed to such term in the  Preamble
hereto.

"Competition Act" means Act No. 143/2001 Coll., on the Protection of Competition
and Amendments to Certain Acts.

"State Aid Act" means Act No. 59/2000 Coll., on State Aid,  as amended.

"Zapadoceska  Energetika" means Zapadoceska  energetika,  a.s., Gauldenerova 19,
303 28 Plzen, Identification No. 49790463.

"Purchaser's  Covenants" shall have the meaning ascribed to such term in Section
5.6 hereof.

"Seller's Covenants" shall have the meaning ascribed to such term in Section 4.8
hereof.

"Expert"  means  doc.  Ing.  Robert  Maticka,  DrSc.,  an  expert in the area of
economics,  prices and appraisals,  appointed for the purposes of the CEPS Share
Purchase  Agreement in  accordance  with the  provisions of Section 196a (3) and
Section 59 (3) of the Commercial  Code by Resolution  Ref. No. Nc 4139/2002-7 of
the Prague Municipal Court dated April 8, 2002, which became final and effective
on April 9, 2002.


                                   ARTICLE IX
                            INTERCONNECTED AGREEMENTS

9.1  If the CEPS  Share  Purchase  Agreement  shall not have been  entered  into
     within 60 (sixty) days  following the execution of this Agreement or if the
     CEPS Share Purchase Agreement shall be terminated,  whether by agreement of
     the  parties  thereto or by  withdrawal  of any of the  parties  thereto or
     otherwise, this Agreement shall terminate as of the same date.

9.2  If the  Agreement  with the Ministry of Labor and Social  Affairs shall not
     have been entered into within 60 (sixty) days  following  the  execution of
     this  Agreement or if the  Agreement  with the Ministry of Labor and Social
     Affairs shall be terminated, whether by agreement of the parties thereto or
     by withdrawal of any of the parties  thereto or otherwise,  this  Agreement
     shall terminate as of the same date.

9.3  If the Zapadoceska  Energetika Share Purchase Agreement shall not have been
     entered into within 60 (sixty) days of the  execution of this  Agreement or
     if the Zapadoceska Energetika Share Purchase Agreement shall be terminated,
     whether by agreement of the parties  thereto or by withdrawal of any of the
     parties thereto or otherwise, this Agreement shall terminate as of the same
     date.

9.4  If the Antitrust  Office fails to issue  Antitrust  State Aid Decision 1 or
     Antitrust State Aid Decision 2 or Antitrust State Aid Decision 3 and issues
     instead of any (or all) of them a decision  approving an exemption from the
     prohibition  of  State  aid  "subject  to the  specified  conditions"  and,
     consequently, any of the agreements referred to in Sections 9.1 through 9.3
     hereof terminates, the other agreements referred to in Sections 9.1 through
     9.3 hereof shall terminate as of the same date.


                                    ARTICLE X
                                FINAL PROVISIONS

10.1 Costs and Expenses.  The Parties shall bear their own respective  costs and
     expenses  incurred in  connection  with the  negotiation  and execution and
     delivery  of  this  Agreement  and the  performance  of  their  obligations
     hereunder.

                                       15
<PAGE>
10.2 Further  Assurances.  The  Parties  agree to take such  other  actions  not
expressly  provided  for  herein  as may  be  necessary  or  desirable  for  the
consummation  of the sale of the Sale  Shares  upon the terms and subject to the
conditions contained herein.

10.3 Confidentiality and Publicity.

Each  of the  Parties  agrees  that  it  shall  not  disclose  any  Confidential
Information  to any third party without the prior  written  consent of the other
Party.  This  obligation of  confidentiality  shall not apply to  disclosures of
Confidential  Information  to  employees,  directors,  advisers or agents of the
Parties,  provided,  however,  that the  disclosing  Party shall in each case be
liable  for any  breach  of the  obligations  under  this  Section  10.3 by such
persons. In addition,  the obligation of confidentiality under this Section 10.3
shall not apply in the event that a Party is  required  by  applicable  law or a
judicial or administrative  decision to provide a court or  administration  body
with any Confidential Information, however, in each such case only to the extent
required by such law or such judicial or administrative  decision and subject to
a prompt  written  notice  thereof to the other Party if permitted by applicable
law. Notwithstanding the above provisions of this Section 10.3, the Seller shall
be entitled to disclose any Confidential  Information also to the Cabinet of the
Czech Republic,  the Ministry of Finance of the Czech Republic,  the Ministry of
Industry  and Trade of the Czech  Republic  and the Ministry of Labor and Social
Affairs of the Czech Republic.

10.4 Entire  Agreement,   Amendments.   This  Agreement  represents  the  entire
understanding  and  agreement  between the Parties  with  respect to the subject
matter  hereof and can be amended  only by a written  instrument  signed by both
Parties.

10.5 Waivers.  No failure on the part of either Party to exercise,  and no delay
in  exercising  or extension  of time for the  exercise of, any right  hereunder
shall operate as a waiver thereof.

10.6 Governing Law. All rights and obligations of the Parties hereunder shall be
governed by the laws of the Czech Republic.

10.7 Arbitration.  Any dispute that may arise out of or in connection  with this
Agreement shall, to the exclusion of courts of general jurisdiction,  be finally
settled by arbitration  under the Rules of Arbitration of the Arbitration  Court
attached to the Economic  Chamber of the Czech Republic and the Agrarian Chamber
of the Czech  Republic by three  arbitrators  appointed in  accordance  with the
Rules.  The  Parties  agree to perform all  obligations  placed upon them in the
award within the time limits specified therein.  The language of the arbitration
shall  be  Czech.  The  venue of the  arbitration  shall be  Prague,  the  Czech
Republic. This arbitration clause shall be separately enforceable.

10.8 Costs of  Arbitration.  All  costs and  expenses  of  arbitration  shall be
apportioned  between the parties to the  arbitration  by the  arbitrators on the
basis of the arbitral award.

10.9 Notices. All notices and other communications under this Agreement shall be
in  writing  and shall be deemed  given to the  relevant  Party  when  delivered
personally  or mailed by registered  mail at the  following  address (or at such
other  address as the relevant  Party may have  specified by notice given to the
other Party pursuant to this Section 10.9):

If to the Seller:

          Fond narodniho majetku Ceske republiky
          Rasinovo nabrezi 42
          120 00 Praha 2
          Attention:  2nd Vice-Chairman of the Executive Committee

If to the Purchaser:

          CEZ, a.s.
          Duhova 2/1444
          Praha 4 - Michle, PSC: 140 53

          Attention:  Ing. Miroslav Stehlik, Director of Equity Interest Section

                                       16
<PAGE>
10.10 Severability.  If any  one or  more of the  provisions  contained  in this
Agreement is for any reason held to be invalid,  illegal or unenforceable in any
respect,  then,  to the  maximum  extent  permitted  by  law,  such  invalidity,
illegality  or  unenforceability  shall not affect any other  provision  of this
Agreement,  and the  Parties  shall  attempt to  deliver  the  benefits  of such
provision in a manner that is not invalid, illegal or unenforceable.

10.11 Binding  Effect;  Assignment.  This  Agreement  shall be binding  upon the
Parties  and  their  respective  successors  and  permitted  assigns.  With  the
exception of the Seller's  right to assign all or any part of its claims against
the Purchaser for the payment of the Purchase Price to the Ministry of Labor and
Social Affairs, neither the Seller nor the Purchaser shall be entitled to assign
its rights hereunder to any third party without the prior written consent of the
other Party.  The Seller shall only be entitled to use the Draft delivered to it
hereunder in accordance  with the  Resolution,  i.e., to increase the registered
capital of the CEPS Share Transferee by setting off the amount payable under the
Draft  against  the claim of the CEPS Share  Transferee  for the  payment of the
issue  price of the  shares.  The  Seller  shall not be  entitled  in any way to
transfer the drafts  drawn by the  Purchaser  under  Section 2.2 (d) through (g)
hereof or the rights  thereunder;  such drafts may be made by the Purchaser "not
to order."

10.12 No  Unilateral  Setoff.  None of the  Parties  shall  be  entitled  to any
unilateral setoff of any claim it may have against the other Party in respect of
any of its obligations it may have to the other Party hereunder.

10.13 Default  Interest.  In the event of a default in the payment of any amount
due and payable  under this  Agreement,  the  defaulting  Party shall pay to the
other  Party,  from the default  date until the date such amount shall have been
paid, default interest at a rate of 0.05% for each day of default.

10.14 Counterparts.  This Agreement has been executed in four (4)  counterparts.
Each of the Parties shall receive two counterparts.

                                       17
<PAGE>
Prague, July 28, 2002


On behalf of Fond narodniho majetku Ceske republiky:


          [signature]
-----------------------------------
Name:   Ing. Vladislav Raska
Title:  First Deputy Director of the Executive Committee


          [signature]
-----------------------------------
Name:   Ing. Jan Juchelka
Title:  Second Deputy Director of the Executive Committee


On behalf of CEZ, a.s.:


          [signature]
-----------------------------------
Name:   Ing. Jaroslav Mil, M.B.A.
Title:  Chairman of the Board of Directors


          [signature]
-----------------------------------
Name:   JUDr. Ivan Cestr
Title:  Director

                                       18
<PAGE>
<TABLE>
<CAPTION>
                                                Exhibit A

                                               [Form Draft]

<S>                      <C>
                     |   Prague, [ ] [ ], 2002
                     |   ---------------------
                     |   Place and date of issuance
                     |
                     |   at sight            Pay for this Draft
                     |   Maturity
                     |
Accepted on [ ] [ ], |   To: Fond  narodniho  majetku  Ceske  republiky,  with its  registered  office at
2002 OSINEK, a.s.,   |   Rasinovo nabrezi 128 00, Praha 2, Identification No.: 41692918
Ruska 56, c.p. 397,  |
Ostrava-Vitkovice,   |        NOT TO ORDER
Postal Code: 706 02, |
Identification No.:  |             Currency CZK              Sum ==[  ]==
0001 2173            |
                     |
                     |                                              ==[  ] Czech crowns==
-----------------    |
Date of acceptance   |             Sum in words
and signature of the |
acceptor             |             The  Draft may be  presented  for  payment  within  five  years of the
                     |   issuance date.
                     |
                     |   Drawee:  OSINEK, a.s., Ruska 56, c.p. 397,  Ostrava-Vitkovice,  Postal Code: 706
                     |   02, Identification No. 0001 2173
                     |
                     |   Due and payable in (place of payment): Ostrava - Vitkovice
                     |
                     |             CEZ, a.s., with its registered  office at Duhova 2/1444,  140 53 Praha
                     |             4, Identification No.: 45274649
                     |
                     |
                     |             -----------------------------------------------------------------
                     |             Business  name,   address  and   signature(s)  of  the  person(s)
                     |             authorized to act on behalf of the drawer, with the specification
                     |             of title
</TABLE>

                                       19
<PAGE>


                                    Exhibit B

                      [Form of Purchaser Settlement Order]

The Agent,  a.s., with its registered  office at  .............................,
represented by  .......................  (name, surname,  title),  authorized to
represent the purchaser, ..........................,  with its registered office
at ............................., in procuring the settlement of the purchase of
the book-entry  securities  specified below, hereby requests UNIVYC,  a.s., with
its  registered  office in Praha 1, Rybna 14,  Identification  No.:  25 08 14 89
("Univyc") to check the matched  transfer orders regarding the sale of shares in
Prazska  energetika,   a.s.,   Stredoceska   energeticka,   a.s.,   Vychodoceska
energetika,  a.s., Severoceska energetika,  a.s., Zapadoceska energetika,  a.s.,
Jihoceska energetika,  a.s., Jihomoravska  energetika,  a.s., and Severomoravska
energetika, a.s.:

Name (business name) of the Agent:                          ....................

Contact Person, Tel. No.:                                   ....................

The Dealer's No. at Univyc:                                 ....................

Type of Settlement:                                         ....................

The owner's Registration No. at the Securities Center:      ....................

The owner's Identification No. at the Securities Center:    ....................

ISIN of the Securities:                                     ....................

Number of Securities Transferred:                           ....................

Price per Security:                                         ....................

Settlement Date:                                            ....................




...................................................................
signature of the person authorized to act on behalf of the Dealer,
conforming to the specimen signatures kept at Univyc

                                       20
<PAGE>
                                    Exhibit C

                        [Form of Seller Settlement Order]

(Name of  transferor)  .......................,  with its  registered  office at
..............................,  represented  by  .......................  (name,
surname,  title),  hereby requests UNIVYC,  a.s., with its registered  office in
Praha 1,  Rybna 14, IC: 25 08 14 89  ("Univyc")  to check the  matched  transfer
orders  regarding the sale of shares in Prazska  energetika,  a.s.,  Stredoceska
energeticka,  a.s., Vychodoceska energetika, a.s., Severoceska energetika, a.s.,
Zapadoceska   energetika,   a.s.,  Jihoceska  energetika,   a.s.,   Jihomoravska
energetika, a.s., and Severomoravska energetika, a.s.:

Name of the Transferor:                                     ....................

Contact Person, Tel. No.:                                   ....................

The Transferor's No. at Univyc:                             ....................

Type of Settlement:                                         ....................

The owner's Registration No. at the Securities Center:      ....................

The owner's Identification No. at the Securities Center:    ....................

ISIN of the Securities:                                     ....................

Number of Securities Transferred:                           ....................

Price per Security:                                         ....................

Settlement Date:                                            ....................




.......................................................................
signature of the person authorized to act on behalf of the Transferor,
conforming to with the specimen signatures kept at Univyc

                                       21
<PAGE>
                                    Exhibit D
                     [Form Promissory Note of the Purchaser]



                  Currency CZK               Sum ==[]==

Prague, [ ] [ ], 2002
---------------------
Place and date of issuance

I promise to pay           on []
                           Maturity Date

to: Fond  narodniho  majetku  Ceske  republiky,  with its  registered  office at
Rasinovo nabrezi 128 00, Praha 2, Identification No.: 41692918

     not to order

                                                       ==[] Czech crowns==
Sum in words

<TABLE>
<S>                                                                    <C>
Due and payable in (place of payment): Prague                          CEZ, a.s.
Due and payable at (domicile): [fill in a Czech bank or                Duhova 2/1444, 140 53 Praha 4 a foreign
bank branch in Prague]                                                 Identification No.:
                                                                       45274649


                                                                       ----------------------------------------------
                                                                       Business name, address and signature(s) of the
                                                                       person(s) authorized to act on behalf of the
                                                                       drawer, with the specification of title
</TABLE>

                                       22
<PAGE>
                 CERTIFICATION OF FAIR AND ACCURATE TRANSLATION

The  undersigned  hereby  certifies  that to the best of my knowledge  the above
English  translation  is a fair and accurate  translation  of the original Czech
language document.




Date: June 25, 2003                By:  /s/ Libuse Latalova
                                      ---------------------------------
                                      Name:  Libuse Latalova
                                      Title: Head of Finance Administration