Exhibit 4.2







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                            SHARE PURCHASE AGREEMENT

                                     BETWEEN

                                    CEZ, a.s.

                                    AS SELLER

                                       AND

                                  OSINEK, 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

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 "Seller")

and

OSINEK, a.s.
having its registered office at Ruska 56, c.p. 397, 706 02 Ostrava - Vitkovice
Identification No.: 00012173
registered  in the  Commercial  Register  administered  by the Ostrava  Regional
Court, Section B, File 2392

acting through:   Ing. Josef Jarabica
                           Chairman of the Board of Directors
                           and
                           Ing. Jiri Stanek
                           Vice-Chairman of the Board of Directors

the ("Purchaser")


                               W I T N E S S E T H

     WHEREAS, the Seller owns 91,064,240  book-entry registered common shares in
CEPS, a.s., with its registered office at Elektrarenska 774/2, 101 52 Prague 10,
Identification No.: 25702556 (the "Company"),  having a nominal value of CZK 100
per share,  SIN:  770000002673  (the  "Sale  Shares"),  representing  51% of the
Company's registered capital.

     WHEREAS,  the Czech Republic,  in connection with its decision to privatize
the shares in the regional  distribution  companies by direct sale to the Seller
as the predetermined transferee, as made in Resolution No. 477 dated May 6, 2002
and Resolution  No. 628 dated June 12, 2002  (collectively,  the  "Resolution"),
acknowledged  in the  Resolution the sale of the Sale Shares to the Purchaser on
the terms and subject to the conditions specified in this Agreement;

     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.

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                                  ARTICLE II
                                 PURCHASE PRICE

2.1 Purchase Price. The purchase price for all of the Sale Shares (the "Purchase
Price") has been  determined on the basis of the Initial  Expert  Opinion of the
Expert  appointed  in  accordance  with the  provisions  of Section 196a (3) and
Section 59 (3) of the Commercial  Code under  Resolution Ref. No. Nc 4139/2002-7
dated April 8, 2002 of the Prague Municipal  Court,  which became final on April
9, 2002, and is in accordance with the purchase price set by the Resolution. The
Purchase Price amounts to CZK 11,620,692,000 (to wit: eleven billion six hundred
twenty  million  six  hundred  and  ninety-two  thousand  Czech  crowns),  i.e.,
approximately CZK 127.6098 per Sale Share. The Purchase Price may be adjusted in
the manner described in Section 3.4 hereof.


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

3.1  Settlement of the Transfer of the Sale Shares.

     (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 CEPS 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,  through the Seller's  Securities Dealer,
          no later than 12:00 noon on the Business Day immediately preceding the
          CEPS 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 CEPS Share Settlement Date.

     (d)  Each  Securities  Dealer shall act on its  respective  Party's  behalf
          vis-a-vis UNIVYC and shall, without limitation,  enter the appropriate
          Settlement Order in the settlement  system  maintained by UNIVYC.  The
          obligations  of the  Parties  hereunder  and their  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 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 Purchase Price Payment.  The Parties agree that the Purchaser  shall pay the
Purchase Price in full by accepting unconditionally the Draft without limitation
as to the sum payable  under the Draft.  The  Purchaser  shall pay the  Purchase
Price by accepting  unconditionally  the draft without  limitation as to the sum
payable no later than two (2) Business Day immediately  preceding the CEPS Share
Settlement  Date;  the Purchaser and the Seller shall jointly  deposit the Draft
with the Depositary within the same time limit. The Depositary shall confirm the
receipt of the Draft in writing to the  Purchaser  and the Seller  and, no later
than 10:00 a.m. on the  following  Business  Day, to the FNM CR. The  Depositary
shall release the Draft to the FNM CR on the day following  written  notice from
the  Purchaser or the Seller or evidence  from the FNM CR to the effect that the
Sale  Shares  have been  credited  to the  securities  account of the  Purchaser
maintained at the Securities  Center.  If the Depositary shall not have received
such notice from the  Purchaser or the Seller or such  evidence  from the FNM CR
within 30 days of the  receipt of the Draft,  the  Depositary  shall  return the
Draft to the Purchaser and the Purchaser shall destroy the Draft in the presence
of the Seller.  The  Depositary  shall inform the  Purchaser  and the Seller or,
respectively,  the Seller and the FNM CR without  delay of the  delivery  of the
draft to the FNM CR or the return of the Draft to the Purchaser.

3.4 New Expert Opinion;  Purchase Price Adjustment.  The Purchase Price shall be
determined on the basis of the Initial Expert  Opinion.  After the Closing Date,
the auditor of CEPS shall, in accordance with the

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Resolution,  carry out an audit of the results of  operations of the Company for
the period from the  execution  hereof 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  under Section 6.5 and the value of the Sale Shares according to the
New Expert opinion is not equal to the Purchase Price determined pursuant to the
first  sentence of this  paragraph,  the Parties  hereby agree that the Purchase
Price in accordance with the New Expert Opinion shall  automatically  be reduced
or increased so as to be identical with the value of the Sale Shares  determined
by the New  Expert  Opinion.  Even  if the New  Expert  shall  not be  appointed
pursuant to such  nominations  under  Section  6.5 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 Sale
Shares  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. In such event, the Purchase Price shall be either
equal to the Purchase Price  determined  according to the first sentence of this
paragraph  or, if the value of the Sale  Shares  pursuant  to the  Expert's  New
Expert Opinion is not identical with the Purchase Price determined  according to
the first sentence of this paragraph, the Parties hereby agree that the Purchase
Price in accordance with the Expert's New Expert Opinion shall  automatically be
reduced or increased  so as to be equal the value of the Sale Shares  determined
by the Expert's New Expert Opinion.  The New Expert Opinion shall be prepared by
the New Expert and delivered to the Seller,  the  Purchaser,  the FNM CR 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.

3.5 Draft  Settlement  Date. On the Draft Settlement Date, the Parties shall, at
the FNM CR's  registered  office and in the  presence of the FNM CR,  settle the
drafts so that:

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

     -    the  Purchaser  shall draw new  drafts  pursuant  to  Section  2.2 (d)
          through (g) and Section 3.6 (f) of the REAS Share  Purchase  Agreement
          and deliver such drafts to the FNM CR against the return of the drafts
          originally drawn by the Seller pursuant to Section 2.2 (d) through (g)
          of the REAS Share Purchase  Agreement and previously  delivered by the
          Seller to the Purchaser, the latter to be now destroyed.

3.6  The  Parties  and the  FNM CR  shall  provide  to one  another  any and all
assistance  required for such  settlement  of drafts as described in Section 3.5
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  4.10 hereof  other than those set forth in Section 4.4 (b) hereof,  are
true and correct as of the date hereof and warrants  that the facts set forth in
Sections  4.1 through  4.10 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  joint-stock  company  duly
organized and existing under the laws of the Czech Republic.

4.2  Organization  of the  Company.  The Company is a joint stock  company  duly
organized and validly existing under the laws of the Czech Republic. There is no
fact, due to which any court of competent jurisdiction might declare the Company
to be invalid  under the  provision  of Section  68a of the  Commercial  Code or
decide on the  Company's  winding-up  and  liquidation  under the  provision  of
Section 68 (6) of the  Commercial  Code.

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

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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.

(a)  Neither the execution and delivery of this Agreement nor the performance of
     the  obligations  hereunder  will  violate  any  organizational  or similar
     document  of  the  Seller  or the  Company,  or any  contractual  or  other
     obligation of the Seller, or any judgment or administrative  order by which
     the Seller or the Company is bound or which is  applicable  to the Seller's
     or  Company's  assets  or any part  thereof  or to which  the  Seller's  or
     Company's  assets are subject,  or any law or regulation  applicable to the
     Seller or the Company.

(b)  Neither the execution and delivery of this Agreement nor the performance of
     the   obligations   hereunder  will  violate  any  contractual  or  similar
     obligation of the Company, including, without limitation, any obligation of
     the Company under the Financing  Agreement,  or give rise to the right of a
     third party to demand that the Company or the Purchaser accelerate all or a
     part of any obligation of the Company,  including,  without limitation, any
     obligation of the Company under the Financing  Agreement,  to claim damages
     or  contractual  penalty,  to increase any  interest  rate or to demand any
     other payment from the Company or the Purchaser,  or give rise to any Third
     Party Right with respect to the  property of the Company or the  Purchaser.
     This shall not apply to the contractual  relationships  between the Company
     and the Seller.

(c)  Selected Finance Documents.  In relation to the Selected Finance Documents,
     the Seller 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  Seller  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 Seller shall inform the  Purchaser in
     writing of compliance or  non-compliance  with this  obligation  within the
     same time limit.

4.5  Consents of Third  Parties.  Except for the  Concentration  Approval of 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 Seller or
the Company 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 and validly issued by the
Company  in  accordance  with  applicable  law and  the  Company's  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 issue
price of all of the Sale  Shares  has been paid by the  Seller in due and timely
manner and all legal actions  whereby the Sale Shares were subscribed for by the
Seller and the  relevant  cash and  in-kind  contributions  of the Seller to the
Company's  capital were paid up are valid,  effective and enforceable.  The Sale
Shares of each Company  represent  such  percentage of the Company's  registered
capital, rounded to two decimal places, as set forth in the Preamble hereto. The
voting rights  attached to the Sale Shares have been  determined on the basis of
their nominal value without any quantitative limitation.

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 Company's Ownership of its Assets. The Company has duly and legally acquired
the right,  title or  interest  in and to all  assets,  rights and other  values
contributed or included in contributions by the Seller to the Company's capital,
and such  right,  title or  interest  is free and clear of any Third Party Right
other than the Third Party Rights listed in Exhibit D hereto.

4.9 Validity of Certain Agreements  Executed by the Company.  All the agreements
governing the provision of the Supporting  Services  entered into by the Company
and the  suppliers  of the  Supporting  Services  are in force  and  effect  and
enforceable in accordance with their respective terms.

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4.10 Dividends.  No dividends or other  distributions  have been  distributed or
paid to the Seller by the Company or  authorized  or  approved by the  Company's
general meeting since January 1, 2002.

4.11  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,
any  contractual  or other  obligation  of the  Purchaser,  or any  judgment  or
administrative  order by which the  Purchaser is bound or which is applicable to
the Purchaser's  assets or any part thereof or any law or regulation  applicable
to the Purchaser.

5.5  Consents  of  Third  Parties.  Except  for (i) the  Concentration  Approval
pursuant to Section 12 et seq. of the  Competition  Act and (ii) Antitrust State
Aid  Decision 3 under the State Aid, 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 by it 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 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 the 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

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     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 3

(a)  The  Purchaser  covenants to file with the Antitrust  Office,  within seven
     days of the execution of this  Agreement,  an application  for an 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 an exemption from the prohibition of State
     aid and in the course of the procedure in respect of such application,  the
     Seller 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  proceedings so that  Antitrust  State Aid
     Decision 1 is issued.

(c)  Antitrust State Aid Decision 3 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  purchase of the Sale Shares
     by the Purchaser from the Seller. 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.

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.

6.5  New Expert  Opinion.  Within 60 days of the execution  hereof,  the Parties
     shall  file,  pursuant  to  Section  196a  (3)  and  Section  59 (3) of the
     Commercial Code, their nominations for the New Expert,  who shall value the
     Sale Shares in a New Expert Opinion,  with the Seller filing its nomination
     to the Prague  Municipal  Court  within  such time limit and the  Purchaser
     filing its nomination to the Ostrava Regional Court within such time limit.
     The Parties have agreed to nominate the expert  nominated by the  Purchaser
     and approved by the Seller and provide each other all requisite assistance.

6.6  Purchase  Price  Confirmation.  If the  Purchase  Price  has been  adjusted
     pursuant to Section 3.4 hereof,  the Parties  shall,  without  undue delay,
     exchange written notices  confirming the final amount of the Purchase Price
     with reference to this Agreement.


                                   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  written
     agreement  of the  Seller and the  Purchaser  as of the date  provided  for
     herein;

(b)  if the Concentration  Approval and 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

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     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 Seller set forth in Section  4.4 (c) 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  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;

(f)  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; or

(g)  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;

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 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 4.4 (c) hereof is evidenced
and the  date on  which  the  Parties  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 the courts of competent  jurisdiction,
or, as the case may be, of the Expert's New Expert Opinion by the Expert, to the
Purchaser and the Seller.

"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 negotiations 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;

"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 and
Section 3.4 hereof.

"New Draft"  means the draft drawn by the  Purchaser  on the FNM CR, made not to
order,  in the  principal  amount  equal to the  Purchase  Price  as  determined
pursuant  to  Section  3.4  hereof,  payable  at sight,  to be  accepted  by the
Purchaser as the drawee, in the form of Exhibit A hereto.

                                       8

<PAGE>

"New Expert" means the expert  appointed by courts pursuant to nominations  made
by the Parties under Section 6.5 hereof. If the proceedings in respect of either
of or  both  the  nominations  for the  expert  under  Section  6.5  hereof  are
discontinued  because  of a bar of res  judicata,  New  Expert  means the expert
nominated under Section 6.5 hereof, even though he or she has not been appointed
by the courts.

"New Expert  Opinion" means the expert opinion  prepared by the New Expert after
the CEPS Share Settlement Date under Section 3.4 hereof.

"Expert's New Expert  Opinion" means the expert  opinion  prepared by the Expert
after the CEPS Share Settlement Date under Section 3.4 hereof.

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

"Purchaser's Securities Dealer" means the FNM CR.

"Seller'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 Seller  delivered to the Purchaser within 60
days of the execution of this Agreement.

"Securities Dealers" means, collectively,  the Purchaser's Securities Dealer and
the Seller's Securities Dealer.

"Availability  Date of All Decisions" means the date on which the  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  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 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.

"Supporting  Services"  means,  collectively,   the  provision  of  (i)  primary
frequency  regulation,  (ii) secondary  regulation of the active output of power
plant  units,  (iii)  positive and negative  tertiary  regulation  of the active
output of power plant units,  (iv)  quick-start  (10-min)  output  reserve,  (v)
dispatching  reserve,  (vi) dark start,  (vii)  island  operation,  (viii) blind
output  voltage  regulation and (ix)  makeshift  from  synchronically  operating
systems.

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

"REAS  Concentration  Approval" shall have the meaning similar to that described
in Section 6.2 (c) hereof,  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  ascribed to such term in the Preamble to
this Agreement.

"Purchaser's  Representations"  shall have the meaning  ascribed to such term in
Section 5.5 hereof.

"Seller's  Representations"  shall  have the  meaning  ascribed  to such term in
Section 4.11 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.  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

                                       10

<PAGE>


Securities Center to the securities  account if the Purchaser  maintained at the
Securities  Center.  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 Sale Shares were valued  prior to the  execution  of this  Agreement  and on
which the determination of the Purchase Price under Article II hereof is based.

"Antitrust  State Aid  Decision 1" means the decision of the  Antitrust  Office,
pursuant to which the Antitrust Office shall discontinue  proceedings  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 shall have 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" means the decision of the  Antitrust  Office,
pursuant to which the Antitrust Office shall discontinue  proceedings  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 shall
have  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" shall have the meaning ascribed to such term in
Section 6.3 (c) hereof.

"Depositary" means the person designated by agreement of the Parties,  with whom
the Draft will be deposited  after its issuance by the Seller and  acceptance by
the Purchaser pursuant to Section 3.3 hereof.

"Draft" means the draft drawn by the Seller on the FNM CR, made not to order, in
the principal amount of CZK 11,620,692,000,  payable at sight, to be accepted by
the  Purchaser  as the drawee,  in the form  attached  as Exhibit A hereto.  The
principal amount of the Draft shall be equal to the Purchase Price determined by
this Agreement prior to its adjustment pursuant to the New Expert Opinion of the
New Expert or the Expert's New Expert Opinion.

"Financing  Agreement" means the agreement on the payment of obligations arising
in connection  with the financing of the capital  construction  of  transmission
facilities  entered  into between the Seller and the Company on January 4, 1999,
as amended.

"REAS Share Purchase  Agreement"  means the share purchase  agreement dated June
28, 2002  entered into by and between the Seller 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 Seller and the Ministry of
Labor and Social Affairs,  under which the Seller 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  Seller  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 Seller 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.

                                       11

<PAGE>


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

"Closing Date" mean, in accordance  with the  Resolution,  the date on which the
Sale Shares shall be transferred  hereunder  from the securities  account of the
Seller  maintained at the  Securities  Center to the  securities  account of the
Purchaser maintained at the Securities Center.

"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.

"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.

"Draft  Settlement" shall have the meaning ascribed to such terms in Section 3.6
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.

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

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

"Expert"  means  doc.  Ing.  Robert  Maticka,  DrSc.,  an  expert in the area of
economics, prices and appraisals,  appointed in accordance with the provision 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 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  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,

                                       12

<PAGE>


     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 performance of their obligations hereunder.

10.2  Further  Assurances.  The  Parties  agree to take such  other  action  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 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.

10.4  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:

         CEZ, a.s.
         Duhova 2/1444

                                       12

<PAGE>

         Praha 4 - Michle, PSC: 140 53

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

If to the Purchaser:

         OSINEK, a.s.
         Ruska 56
         706 02 Ostrava - Vitkovice

         Attention: Ing. Jiri Stanek, Vice-Chairman of the Board of Directors

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.  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.

10.12  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 equal to 1.5 times the discount rate set by the
Czech National Bank and in effect on the first day of default. For the avoidance
of doubt,  due and payable  amount shall  include any amount  payable  under any
draft drawn pursuant to this Agreement.

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



<PAGE>


Prague, July 28, 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 OSINEK, a.s.:


          [signature]
-----------------------------------
Name:    Ing. Josef Jarabica
Title:   Chairman of the Board of Directors


          [signature]
-----------------------------------
Name:    Ing. Jiri Stanek
Title:   Deputy Chairman of the Board of Directors


                                       14


<PAGE>
<TABLE>
                                                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>
                                       15

<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
CEPS, 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


                                       16

<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 CEPS, 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

                                       17

<PAGE>


                                    Exhibit D

        [Third Party Rights to the Seller's contribution to the Company]

I. Co-ownership of property between CEPS, a.s.  and CEZ, a.s.

Co-ownership of line combined with grounding cables:


                     Co-ownership of property with CEZ, a.s.

<TABLE>

<S>      <C>      <C>        <C>                       <C>                      <C>                     <C>

No.       Period   Inv. No.   NAZIP                       Designation             Ownership int.        Acquis. Price

1.        0205     200032     Vd 424: SOK-KRI              400 single + double     KZL (87,98%)             79 388 754
2.        0205     200041     Vd 422: HBM-CEB              400 single + double     KZL (87,96%)             99 451 797
3.        0205     200044     Vd 481 + 462 SLV-DAL         400 double              KZL 2x (87,98%)          16 709 781
4.        0205     200045     Vd 434: SLV-CEB              400 single + double     KZL (87,98%)           118  750 439
5.        0205     200055     Vd 437: SLV-DRN              400 double:ready        KZL (87,98%)            185 486 564
6.        0205     200090     Vd 423 SOK-CEB               400 single + double     KZL (87,98%)             45 130 213
7.        0205     200109     Vd 465+466: HRA-PRU2         400 double              KZL (87,98%)             94 675 795
8.        0205     200117     Vd 469: VYS-POC2             400 single              KZL (87,98%)             11 221 655
9.        0205     200152     Vd 445+446: HRA-ROH          400 double              KZL (87,98%)            138 246 330
10.       0205     200164     Vd 459: NOS-HZI              400 single              KZL (87,98%)            288 064 144
11.       0205     200168     Vd 245+246: LIS-KPA; BUJ     220 double              KZL (87,98%)            115 219 563
12.       0205     200171     Vd 691: DET-BOH              110 single              KZL (87,98%)             22 742 993
13.       0205     200174     Vd 402: KRA-PRN              400 single + double     KZL (87,98%)             60 523 202
14.       0205     200177     Vd 699: NOS-LIS              110 single              KZL (87,98%)             35 204 635
15.       0205     200179     Vd 404: NOS-VAR              400 single              KZL (87,98%)             73 165 449
16.       0205     200210     Vd 400 CST-TYN               400 single              KZL (87,98%)             79 387 135
17.       0205     200218     Vd 205+206: CST-MAL          200 double              KZL (87,98%)             40 594 781
18.       0205     200221     Vd 001+002: MIL-ORK          220 double              KZL (87,98%)             22 973 124
19.       0205     200268     Vd 401: TYN-KRA              400 single + double     KZL (87,98%)             71 242 247
20.       0205     200301     Vd 011+012: TIS-VIT          220 double              KZL (87,98%)             17 704 126
21.       0205     200358     Vd 457: KRA-DST              400 single + double     KZL (87,98%)            327 854 669
22.       0205     200377     Vd 051: TEM-KOC              400 single              KZL (87,98%)             18 673 353
23.       0205     200442     Vd 225+226: HRA-VYS          220 double              KZL (87,98%)             84 475 966
24.       0205     200441     Vd 226T: VTZ                 220 double              KZL (87,98%)             22 078 800
25.       0205     200024     Vd 433: DAS-SLV              400 single + double     KZL  (89,69%)           572 040 607
26.       0205     200040     Vd 417: SOK-OTR              400 single              KZL  (82,86%)           165 162 740
27.       0205     200059     Vd 416: OTR-PRN              400 single              KZL  (81,94%)            82 576 767
28.       0205     200088     Vd 204: MIL-TAB              220 single              KZL  (66,77%)           173 788 643
29.       0205     200101     Vd 461+462: HRA-PRU1         400 double              KZL (85,15%)             27 111 356
30.       0205     200107     Vd 463+464: HRA-TUS2         400 double              KZL (85,61%)             21 192 253
31.       0205     200111     Vd 467: VYS-POC1             400 double              KZL (82,04%)             10 380 642
32.       0205     200119     Vd 470: MEL3-BAB                                     KZL (87,32%)            100 661 319
33.       0205     200146     Vd 984+985: LED-CHT          2x110 double            KZL (89,57%)              7 389 741
34.       0205     200153     Vd 410: VYS-CST              400 single + double     KZL (75,02%)            134 394 863
35.       0205     200158     Vd 210: CHT-BEZ              220 single + double     KZL (72,95%)            101 312 741
36.       0205     200159     Vd 211: VYS-CHT              220 single + double     KZL (77,98%)             42 693 191
37.       0205     200160     Vd 460: NOS-ALB              400 single              KZL (80,77%)             36 067 858
38.       0205     200161     Vd 403: PRN-NOS              400 single              KZL (65,19%)             74 406 532

</TABLE>

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<PAGE>


<TABLE>

<S>      <C>      <C>        <C>                       <C>                      <C>                     <C>

No.       Period   Inv. No.   NAZIP                       Designation             Ownership int.        Acquis. Price

39.       0205     200173     Vd 693+694: DET-ALB: DOU     110 double              KZL (94,13%)            133 190 360
40.       0205     200181     Vd 443: ALB-WIE              400 1+2/1               KZL (65,12%)             23 911 822
41.       0205     200229     Vd 209: CST-BEZ              220 single + double     KZL (61,08%)             63 028 868
42.       0205     200250     Vd 453: NEZ-KRA              400 single              KZL (82,16%)            190 398 802
43.       0205     200261     Vd 471+472: TYN-CHV          400 double              KZL (91,79%)             48 285 776
44.       0205     200272     Vd 452: BEZ-NEZ              400 single              KZL (77,95%)            128 509 884
45.       0205     200289     Vd 221+222: VIT-PRE          220 double              KZL (74,28%)             96 658 274
46.       0205     200292     Vd 922 +923: TIS-VIT         110 double + OPT        KZL (79,95%)             10 955 350
47.       0205     200298     Vd 432: PRE-KOC              400 single + double     KZL (88,79%)            389 449 026
48.       0205     200309     Vd 223+224: HRA-VIT          220 double              KZL (51,11%)             25 370 182
49.       0205     200374     Vd 411: HRA-VYS              400 single              KZL (76,49%)             61 752 081
50.       0205     200375     Vd 476: KOC-CHD              400 double              KZL (99,83%)          1 028 996 097
51.       0205     200376     Vd 473: KOC-DAS              400 single              KZL (93,58%)            147 511 786
52.       0205     200378     Vd 052: TEM-KOC              400 single              KZL (92,11%)             18 296 157
53.       0205     200380     Vd 442: PRE-ETZ              400 single              KZL (93,26%)            279 234 894
54.       0205     200381     Vd 431: CHR-PRE              400 single + double     KZL (91,00%)            136 202 405
                                                                                                         6 399 896 515
</TABLE>


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<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



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