Exhibit 4.3







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                            SHARE PURCHASE AGREEMENT

                                     BETWEEN

                           CESKA KONSOLIDACNI AGENTURA

                                    AS SELLER

                                       AND

                                    CEZ, a.s.

                                  AS PURCHASER


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                               DATED JULY 22, 2002









                                       1
<PAGE>


This  Share  Purchase  Agreement  (this  "Agreement")  is made on July 22,  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

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")

Ceska konsolidacni agentura

having its registered office in Prague 7, Janovskeho 438/2, Postal Code: 170 06,
Identification No.: 70109966

registered  in the  Commercial  Register  administered  by the Prague  Municipal
Court, Section A, File 45993

acting through:   Ing. Pavel Rezabek
                           Chairman of the Board of Directors and CEO
                           and
                           Ing. Libor Svoboda
                           Director and Senior Executive Officer

(the "Seller")



                               W I T N E S S E T H

          WHEREAS,  the  Seller  owns  31,754  book-entry  registered  shares of
Zapadoceska energetika,  a.s., Guldenerova 19, 303 28 Plzen, Identification No.:
49790432 (the  "Company"),  having a nominal value of CZK 1,000 per share,  SIN:
770950000818  (the  "Sale  Shares"),  representing  approximately  1.98%  of the
Company registered capital; and

          WHEREAS,  in connection  with its decision to privatize  shares in the
regional  distribution  companies  by  direct  sale  to  the  Purchaser  as  the
predetermined  transferee,  made in  Resolution  No.  477  dated May 6, 2002 and
Resolution  No. 628 dated June 12, 2002  (collectively,  the  "Resolution),  the
Czech Republic  government  granted in the  Resolution its consent,  pursuant to
Section 28 (3) and Section 55 (4) of Act No.  219/2000 Coll., on the Property of
the Czech Republic and the Action of the Czech Republic in Legal  Relationships,
as  amended,  and  Section  13 (6) of  Act  No.  239/2001  Coll.,  on the  Czech
Consolidation  Agency and  Amendments  to Certain  Acts, to the sale of the Sale
Shares to the  Purchaser  on the terms and subject to the  conditions  specified
herein;

          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,  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.

                                       2

<PAGE>


                                   ARTICLE II
                                 PURCHASE PRICE

The Purchase  Price for all of the Sale Shares (the  "Purchase  Price") has been
determined  in  accordance  with the purchase  price set by the  Resolution  and
amounts to CZK  196,290,000  (one  hundred  ninety-six  million  two hundred and
ninety thousand Czech crowns), i.e., CZK 6,181.583422 per Sale Share.


                                   ARTICLE III
                  SETTLEMENT OF THE TRANSFER OF THE SALE SHARES
                           AND PURCHASE PRICE PAYMENT

3.1  Settlement  of the  Transfer of the Sale  Shares.  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  (the  "Closing")  shall  be made  in the  manner
described below in this Section 3.1:

     (a)  The  settlement  of 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")  on the Share  Settlement  Date.  UNIVYC  shall  settle the
          transfer of the Sale Shares in accordance with its rules governing the
          settlement  of  off-exchange  securities   transactions,   unless  the
          Settlement Orders expressly provide otherwise.

     (b)  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.

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

     (d)  The Purchase shall ensure that an amount denominated in Czech crowns
          equal to the Purchase Price, i.e., CZK 196,290,000, and the sum of the
          fees charged by UNIVYC and the  Securities  Dealer in connection  with
          the Closing are  deposited in account No. 71  504-011/0100  maintained
          with Komercni  banka,  a.s. no later than 12:00 (noon) of the Business
          Day immediately  preceding the Share Settlement Date so that UNIVYC is
          able to execute the Settlement Orders.

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

3.2 Alternative  Settlement Method. Should it be impossible,  for any reason, to
use the  settlement  system of UNIVYC to effect the  transfer of the Sale Shares
from the Seller to the  Purchaser  and the payment of the Purchase  Price by the
Purchaser  to the Seller,  the Parties  shall take action and  cooperate in good
faith to effect the transfer of the Sale Shares from the Seller to the Purchaser
and the  payment  of the  Purchase  Price  by the  Purchaser  to the  Seller  by
alternative means such that will satisfy the requirement for the transfer of the
Sale Shares against the payment of the Purchase Price.


                                   ARTICLE IV
                          REPRESENTATIONS OF THE SELLER

The Seller  hereby  represents  that all of the facts set forth in Sections  4.1
through 4.5 hereof are true and correct as of the date hereof and warrants  that
the facts set forth in Sections 4.1 through 4.5 hereof shall be true and correct
as of the transfer date of the Sale Shares to the Purchaser.


                                       3

<PAGE>

4.1  Organization  of the Seller.  The Seller is a legal entity duly and validly
established under Act No. 239/20011 Coll., on the Czech Consolidation Agency and
Amendments to Certain Acts,  and under other laws and  regulations  of the Czech
Republic.

4.2  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.

4.3 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  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.

4.4  Consents of Third  Parties.  Except for the  consent of the Czech  Republic
government to the sale of the Sale Shares,  which was granted in the Resolution,
and for  Antitrust  State Aid  Decision 2 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.

4.5 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.

4.6  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  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  Consents  of  Third  Parties.  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.

                                       4

<PAGE>

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

5.6  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 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 Antitrust State Aid Decision 2

(a)  Antitrust State Aid Decision 2 means the decision of the Antitrust  Office,
     pursuant to which the Antitrust Office  terminates the procedure in respect
     of the approval of an exemption  from the  prohibition  of State aid, which
     the sale of the Sale Shares by the Seller to the Purchaser  hereunder might
     be considered to be,  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  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.

(b)  The Seller  agrees to use its  reasonable  best  efforts to ensure that the
     application  for approval of an exemption from the prohibition of State aid
     is filed and  Antitrust  State Aid Decision 2 is issued.  In preparing  the
     application  for an exemption from the  prohibition of State aid and in the
     course of the procedure in respect of such application, the Purchaser shall
     provide all requisite assistance. 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 so that  Antitrust
     State Aid Decision 2 is issued.

(c)  For the purposes of the CEPS Share  Purchase  Agreement  and the REAS Share
     Purchase Agreement, an application filed by a competent authority headed by
     a  member  of the  Czech  Republic  government  shall be  deemed  to be the
     Seller's  application  for approval of an exemption from the prohibition of
     State aid.

6.2  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.

6.3  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;

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<PAGE>


(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 5.5 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  2, 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.

"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 5.5 hereof is evidenced and the date
on  which  the  Purchaser  and  OSINEK  execute  a  written  agreement  with the
Depositary.

"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 10.4 hereof;

"FNM CR" means Fond narodniho majetku Ceske republiky (National Property Fund of
the Czech Republic), having its registered office at Rasinovo nabrezi 42, 120 00
Prague 2, Identification No.: 41692918.

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

"Purchase  Price"  shall have the  meaning  ascribed  to such term in Article II
hereof.


                                       6

<PAGE>

"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.

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

"Purchaser's  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.

"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 CEPS Concentration Approval,
the REAS Concentration Approval, Antitrust State Aid Decision 1, Antitrust State
Aid  Decision 2 and  Antitrust  State Aid  Decision  3 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.

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

"CEPS  Concentration  Approval"  means  the  decision  of the  Antitrust  Office
approving the  concentration  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
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 similar to that of the CEPS
Concentration  Approval,  but with  respect  to the  concentration  which may be
established  under the REAS Share  Purchase  Agreement and the  application  for
which shall be filed by the Seller.

"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, including,  without limitation, any pledge, mortgage,  easement, right of
first refusal, lien, lease, call option or put option,  suspension of rights and
restriction on transfer.

"Sale  Shares"  shall  have the  meaning  ascribe  to such term in the  Preamble
hereto.

"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 4.6 hereof.

"Purchaser   Payment  Order"  means  the  order  delivered  by  the  Purchaser's
Securities  Dealer to UNIVYC and directing  UNIVYC to arrange the transfer of an
amount  equal  to the  Purchase  Price  from  the  Purchaser's  account  No.  71
504-011/0100  maintained with Komercni banka,  a.s. to the Seller's  account No.
1009373  / 3300  maintained  with  Ceska  konsolidacni  agentura  on  the  Share
Settlement  Date.  The Purchaser  Payment Order shall be in the form attached as
Exhibit C hereto.

"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 hereto as Exhibit A.

                                       7


<PAGE>

"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 hereto
as Exhibit B; however, this form shall be used only if the Seller fails to enter
the Seller Settlement Order directly through a terminal.

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

"Antitrust  State Aid  Decision 1" 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 FNM CR,  because  it has found that no
State aid is  involved  in the sale of  shares  under  the REAS  Share  Purchase
Agreement.  Antitrust  State Aid  Decision 1 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 2" shall have the meaning ascribed to such term in
Section 6.1 (a) hereof.

"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  OSINEK,  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.

"Depositary"  means the person  designated  by  agreement of the  Purchaser  and
OSINEK, with whom a draft in the amount of the purchase price of the sale shares
in CEPS as determined  in the CEPS Share  Purchase  Agreement  will be deposited
after its issuance by the Seller and  acceptance  by OSINEK under the CEPS Share
Purchase Agreement.

"CEPS Share Purchase  Agreement"  means the share purchase  agreement dated June
28, 2002 entered into by and between the Purchaser  and OSINEK,  under which the
Purchaser  shall  transfer to OSINEK  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  Company's  registered
capital.

"REAS Share Purchase  Agreement"  means the share purchase  agreement dated June
28, 2002 entered into by and between the  Purchaser  and the FNM CR, under which
the FNM CR shall  transfer  to the Seller  shares in the  regional  distribution
companies (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.) in accordance with the Resolution.

"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  in
accordance  with the terms and  conditions  specified in the Agreement  with the
Ministry of Labor and Social Affairs.

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

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

"UNIVYC" shall have the meaning ascribed to such term in Section 3.1 (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.


                                       8

<PAGE>


"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.

"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.

"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 4.6
hereof.


                                   ARTICLE IX
                            INTERCONNECTED AGREEMENTS

9.1  If the REAS  Share  Purchase  Agreement  shall not have been  entered  into
     within 60 (sixty) days  following the execution of this Agreement or if the
     REAS 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 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.

9.3  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.

9.4  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 After the transfer of the Sale Shares, the Purchaser  undertakes to use its
reasonable  best efforts,  for a period of no less than five years following the
execution of this Agreement,  to ensure that a  representative  of the Statutory
City of  Plzen is a  member  of the  Company's  Supervisory  Board  for the same
period.

10.2 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.  The fees
charged by UNIVYC and the Securities Dealer in connection with the settlement of
the transfer of the Sale Shares shall be paid by the Purchaser.

                                       9

<PAGE>


10.3  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.

10.4     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  10.4 by such
persons. In addition,  the obligation of confidentiality under this Section 10.4
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 10.4, the Purchaser
shall be entitled to disclose any  Confidential  Information also to the FNM CR,
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.

10.5  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.

10.6 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.

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

10.8  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.

10.9  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.

10.10 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 10.10):

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

If to the Seller:

         Ceska konsolidacni agentura
         Praha 7, Janovskeho 438/2, PSC: 170 06

         Attention: Ing. Jaromir Hejda, Director of Equity Interest Division

                                       10


<PAGE>


10.11  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.

10.12  Binding  Effect;  Assignment.  This  Agreement  shall be binding upon the
Parties and their  respective  successors  and  permitted  assigns.  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.

10.13  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.

10.14 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 equal to 1.5 times the discount rate set by the
Czech National Bank and in effect on the first day of default.

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

                                       11

<PAGE>


Prague, July 22, 2002


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




On behalf of Ceska konsolidacni agentura:


         [signature]
-----------------------------------
Name:    Ing. Pavel Rezabek
Title:   Chairman of the Board of Directors
         and Chief Executive Officer


         [signature]
-----------------------------------
Name:    Ing. Libor Svoboda
Title:   Director and Senior Executiive Officer


                                       12


<PAGE>


                                    Exhibit A

                      [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
Zapadoceska energetika, a.s.:

<TABLE>

<S>                                                          <C>

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:                                              . . . . . . . . . . . . . . . . . . . .

</TABLE>


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

                                       13


<PAGE>


                                    Exhibit B

                        [Form of Seller Settlement Order]

The Agent,  a.s., with its registered  office at  .............................,
represented by  .......................  (name, surname,  title),  authorized to
represent the seller, ..........................,  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
Zapadoceska energetika, a.s.:

<TABLE>

<S>                                                          <C>

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:                                              . . . . . . . . . . . . . . . . . . . .

</TABLE>



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

                                       14

<PAGE>


                                    Exhibit C

                        [Form of Purchaser Payment Order]

                             Purchaser Payment Order

The transferor of funds hereby  instructs and  authorizes  Univyc to arrange the
transfer  of CZK  .........................................................  (to
wit: ............................................................  Czech crowns)
to  the  bank  account   specified  below,  in  accordance  with  the  following
specifications:


Bank Account No.: .......................................

Amount in CZK:    .......................................

Variable Symbol:  .......................................


The  transferor  hereby  represents  that  all of the  above  data is  true  and
complete.

The transferor  agrees to pay to Univyc,  in consideration for the settlement of
the  sale of  securities,  a fee of CZK  .............................  (to wit:
................................  Czech  crowns).  The fee  will be paid  upon an
invoice issued by Univyc to the account specified in such invoice, no later than
14 days following the delivery of the invoice to the transferor.

In addition, the transferor represents that it is aware that all the other terms
and  conditions  of the  settlement  of the  sale  of the  securities  are to be
governed by the applicable rules of Univyc and Burza cennych papiru Praha,  a.s.
(the Prague Stock Exchange).




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

                                       15

<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