<PAGE>

                                                              Exhibit 4(b)(iv).1

                                    AGREEMENT

                 ON THE LEASE OF RETAIL NON-RESIDENTIAL PREMISES

                 entered into pursuant to Sections 3 et seq. of
         Act No. 116/1990 Zb., on Lease and Sublease of Non-residential
                              Premises, as amended
                           (hereafter the "Agreement")


                                 by and between:




POLUS INV., a.s.
Junacka 1,
831 04 Bratislava

Identification No.:      35 783 923
Tax Identification No.:  35 783 923/602
Represented by:          JUDr. Gabor Zaszlos, Chairman of the Board of Directors
                         Todd Cowan, pursuant to the power of attorney


(hereinafter the "Lessor")

                                       and

EUROTEL Bratislava a.s.
Stefanikova 17
811 05 Bratislava
Identification No.:      357 05 019
Tax Identification No.:  357 05 019/600
Represented by:          Josef Barta, CEO and Procurist
                         Thomas Joseph Cancro, CFO and Procurist

(hereinafter the "Lessee")
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                                      -2-


                                       I.
                                SUBJECT OF LEASE

1.   Beginning on the Commencement Date as defined below, the Lessor shall lease
     to the Lessee non-residential premises No. G-626 located on the ground
     floor of the immovable property - building, located at Vajnorska in
     Bratislava, in accordance with (i) floor plans of the leased
     non-residential premises in the form of Exhibit 1 hereto, and (ii)
     technical specifications and equipment of the non-residential premises in
     the form of Exhibit 2 hereto, Exhibits 1 and 2 forming an integral part
     hereof (hereinafter the "Building"), built on a part of a land plot,
     registry No. 15123/7, registered in the Real Property Cadaster for the City
     of Bratislava in the Ownership List No. 2382 (hereinafter the "Land"), with
     area of 51,326 square meters as per the attached site plan as well as the
     Polus City Center Plan in the form of Exhibit 3 hereto which forms an
     integral part hereof (hereinafter referred to as the "Premises"). The total
     area of the Premises equals to 534.5 sq. meters calculated in accordance
     with the central line of boundary walls of the Premises, including exterior
     walls. The Building is a part of commercial and office space development
     known as the "POLUS City Center Bratislava".

2.   The Lessor represents that it is (i) the lessee of the Land pursuant to a
     contract of tenancy between the Lessor (as Lessee) and the Municipal
     District of Bratislava (as Lessor) dated 12 May 1998 as amended (the "Land
     Lease") attached hereto as Exhibit 4 hereto, and (ii) the registered owner
     of the Building, and that it is authorized to let the Premises to the
     Lessee for use and lease, and that the lease hereunder is not prejudiced by
     any third party rights. The Lessor further represents that it has obtained
     any and all approvals and consents required by law for the lease of the
     Premises, including, without limitation, (i) final and binding occupancy
     permit for the Building attached as Schedule 8 hereto, and (ii) consent of
     the competent municipal authority attached as Schedule 9 hereto. The Lessor
     shall ensure that no later than on the Commencement Date, as such term is
     defined herein below, the final and binding occupancy permit for the
     Premises shall have been obtained by the Lessor.

3.   The Lessor shall pay to the Lessee a contractual fine for the breach of the
     Lessor's obligation in Article I(2) hereof in the amount of 2,556 EUR (in
     words: Two Thousand Five Hundred Fifty Six Euro) for each calendar day of
     delay unless such breach has been caused due to reasons solely on the side
     of the Lessee and/or its subcontractors.
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                                      -3-

                                       II.
                                PURPOSE OF LEASE

     The Lessor hereby leases to the Lessee the concerned Premises for the
     purpose of use thereof as retail and customer service space. As such the
     Premises shall be used for the performance of Lessor's business activities
     including but not limited to (i) provision of public mobile telephone,
     public data and internet services, (ii) retail sale of the
     telecommunication equipment (iii) conclusion of the respective contracts
     with the Lessor's customers, (iv) provision of the customer services, (v)
     assembly and maintenance of telecommunication equipment, (vi) brokerage
     activities, (vii) consultancy in the sphere of the public cellular
     radiophone network, (viii) publishing activities, and (ix) other activities
     related to those mentioned hereinabove. The Lessee shall use the Premises
     in accordance with the Operating Rules, as applicable to the Lessee set out
     in Exhibit 5 hereto. The Operating Rules may be amended based on a written
     proposal of the Lessor subject to a written approval of the Lessee acting
     in a good faith, provided however, that if the Lessee does not respond to
     such Lessor's proposal within five (5) business days from its delivery to
     the Lessee, such proposal will be deemed to be automatically approved by
     the Lessee without any further formalities.


                                      III.
                                  TERM OF LEASE

1.   The term of this Agreement shall be for a definite period of twelve (12)
     years commencing on March 1, 2001 (the "Commencement Date"), and validity
     of this Agreement may only be terminated for any of the reasons specified
     in Article XII hereof.

2.   The Lessee shall be entitled to an extension of the term of lease as
     specified in Article III(1) above for two (2) additional immediately
     following five (5) year periods, subject to the same terms and conditions
     as stipulated herein. The term of this lease shall be extended by such
     additional five (5) year periods provided that the Lessee shall, at least
     six (6) months prior to expiration of the initial term of the lease as
     specified in Article III(1) above, or, as the case may be, at least six (6)
     months prior to the expiration of the first extended five year period,
     notify the Lessor in writing of the Lessee's intention to extend the term
     of the lease. The Lessor hereby agrees to allow access to the Premises to
     the Lessee and its contractors to perform works to be performed by the
     Lessee, provided, however, that the Lessee's works can be commenced by the
     Lessee not earlier than on January 1, 2001.
<PAGE>

                                      -4-

3.   It is understood and agreed between the Parties that the Premises shall be
     delivered by the Lessor to the Lessee on the Commencement Date in
     accordance with the Technical Specification annexed hereto as Exhibit 2 and
     the Lessee shall be responsible for completion of interior adaptation of
     the Premises at its expense subject to the reimbursement described below.
     The Parties hereby agree that the Lessee shall be authorized to invest, at
     its sole discretion, the amount of up to 38,347 EUR (in words: Thirty Eight
     Thousand Three Hundred Forty Seven Euro) in connection with the interior
     adaptation of the Premises to meet the Lessee's needs which amount shall be
     promptly reimbursed by the Lessor to the Lessee against the presentation by
     the Lessee to the Lessor of the respective documents regarding the
     incurrence by the Lessee of such investments. The Lessor shall maintain the
     Premises in the condition fit for their use, and to secure the proper
     performance of the services the provision of which is connected to the use
     of the Premises. The Lessee shall take over the Premises by its authorized
     representatives, on the site, and after an inspection of the Premises. The
     protocol of conveyance and take-over of the Premises shall contain a brief
     assessment by both parties hereto of the condition of the Premises as at
     their take-over date, and a specification of the time limits for removal of
     defects and shortcomings, if any.


                                       IV.
                             RENT AND MARKETING FEE

1.   The rent for the Premises was set on the basis of a mutual consent of the
     contracting parties in accordance with applicable laws and regulations, and
     amounts to 14.57 EUR (in words: Fourteen point Five Seven Euro) per one
     square meter of the actually leased Premises per month, excluding VAT (the
     "Rent"). The applicable value added tax shall be calculated in accordance
     with applicable laws. The obligation of the Lessee to pay the Rent will
     begin on the Commencement Date. The first payment of the Rent shall be made
     not later than on the fifth (5th) day prior to the Commencement Date as per
     the invoice due for the period between the Commencement Date and the last
     day of the first complete calendar quarter issued by the Lessor and
     delivered to the Lessee not later that on the twentieth (20th) day prior to
     the Commencement Date. Thereafter, the Rent shall be payable quarterly in
     advance, against an invoice issued by the Lessor and delivered to the
     Lessee not later that on the fifth (5th) day prior to the first (1st) day
     of the first month of the relevant quarter, not later than on the tenth
     (10th) day of the first month of the relevant quarter; the date of payment
     shall be the date of receipt of payment on the Lessor's account.
<PAGE>

                                      -5-

2.   Lessee shall reimburse the Lessor for its "proportionate share" of all
     expenses that shall be effected by the Lessor in accordance with an annual
     marketing plan and an annual budget for marketing expenses of the POLUS
     City Center Bratislava which documents will be delivered by the Lessor to
     the Lessee without undue delay after their completion (the "Marketing
     Fee"). As of the Commencement Date, the Marketing Fee will amount to two
     (2) EURO per square meter per calendar month excluding VAT and shall be
     payable together with the Rent. The Marketing Fee is not included in the
     Services and Utilities

     For the purposes hereof the expression "proportionate share" shall mean the
     fraction the numerator of which shall be the amount of sq. meters of the
     actually leased Premises and the denominator of which shall be the sum in
     sq. meters of all then rented retail premises in the Building; provided
     however, that the denominator shall in no event be lower that 26,135 sq.
     meters which represents 80% of the total rentable area in the Building.

3.   The Rent and the Marketing Fee shall be adjusted by a written notice from
     the Lessor to the Lessee, on an annual basis as of January 1 by a
     percentage corresponding to the percentage growth value of the German
     consumer price index (German Consumer Price Index - 4 person household
     published by the German Statistical Agency with its seat in Wiesbaden)
     (hereafter the "German Consumer Price Index") for the previous calendar
     year. Any such increase of the rent due to inflation, however, shall not
     exceed the maximum limit of 3% (three per cent) in any calendar year. The
     rent shall not be adjusted due to inflation if the change in the German
     Consumer Price Index does not exceed 1% (one per cent) in the relevant
     calendar year. However changes of less than or equal to 1 % (one per cent)
     in the German Consumer Price Index in one calendar year shall be added to
     the percentage growth value of the German Consumer Price Index in the
     immediately following year until such changes exceed 1 % (one per cent).
     The first adjustment of the Rent shall not be made earlier than as of
     January 1, 2002.

4.   The Rent and the Marketing Fee shall be payable in Slovak crowns, converted
     from Euro at the exchange rate of the National Bank of Slovakia as in
     effect on the 2nd Wednesday preceding the invoiced quarter, and shall be
     paid to the Lessor's account No. 2008005497/1100 at Tatra banka, a.s., with
     its seat at Vajanskeho nabrezie 5, 810 00 Bratislava, or such other
     account as may be notified by the Lessor to the Lessee in writing from time
     to time but not later than thirty (30) days prior to the respective
     payment. The Lessor shall charge the Lessee with VAT on the Rent at the
     rate specified by then applicable laws of the Slovak Republic and such
     amount shall be paid by the Lessee to the Lessor's account No.
     2625007738/1100 at Tatra banka a.s., with its seat at Vajanskeho
     nabrezie 5, 810 00 Bratislava, or such other account as may be notified
     by the Lessor to the Lessee in writing from time to time but not later than
     thirty (30) days prior to the respective payment.
<PAGE>

                                      -6-

5.   The interest rate upon defaults in payment of the Rent and the Marketing
     Fee shall be 9% (nine per cent) per year if not stipulated otherwise by
     mandatory Slovak laws, calculated per diem.

6.   In the event that the Premises cannot be used for reasons which were not,
     in whole or in part, caused by any fault on the part of the Lessee,
     including but not limited to the situations where (i) the Lessor,
     notwithstanding the Lessee's written notice, fails to remove a defect in
     the Premises which affects the use of the Premises for the contemplated
     purpose, (ii) the services which the Lessor is obligated to provide and
     which lie within the control of the Lessor were not properly provided and,
     as a result, the use of the Premises has become aggravated, or (iii) any
     structural modifications in the Building undertaken or ordered to be
     undertaken by the Lessor resulted in an aggravation of the conditions of
     use of the Premises; the Lessee shall be entitled to a respective pro-rata
     discount from the rent. Similarly, the Lessee shall also be entitled to an
     adequate reduction of the rent if, as a result of the Lessor's activities,
     the conditions of the use of the Premises become restricted. The Lessee
     shall only be entitled to such discount from or reduction of the rent for
     the period of the time for which the Premises could not be used or their
     use was restricted.


                                       V.
                  SERVICES AND UTILITIES AND ADMINISTRATION FEE

1.   The parties hereto have agreed that the Lessee shall reimburse the Lessor
     for its "proportionate share" of any and all costs (i) of all services
     related to the operation of the Building and of the Premises as categorized
     in Exhibit 6 (hereafter the "Services and Utilities") hereto which forms an
     integral part hereof, and (ii) of heating, ventilation and air-conditioning
     of the Building. The Lessee shall pay to the Lessor an administrative fee
     of fifteen (15) % of the Lessee's proportionate share of the cost of those
     services and utilities in Exhibit 6 which are subject to the administrative
     fee (the "Administrative Fee"). The Administrative Fee shall be payable at
     same time and on the same terms and conditions as the Lessee's
     "proportionate share" of such services and utilities, provided, however,
     that the Lessee shall start to reimburse the Lessor for the Lessee's
     "proportionate share" of the costs of the Services and Utilities together
     with the Administration Fee as of January 1, 2001. Whenever practicable and
     permitted by law, the Lessee shall enter into direct contractual
     relationships with providers of services and utilities and pay directly to
     them the respective costs and expenses for such services and utilities.

2.   The initial readings of the electrometer and water meter shall be recorded
     in the protocol of conveyance and take-over of the Premises.
<PAGE>

                                      -7-

3.   At the commencement of the lease, the Lessor shall disclose to the Lessee
     the estimated annual costs payable under all maintenance and service
     agreements. The Lessor hereby agrees that the actual costs pursuant to such
     aforementioned service agreements shall in no event be higher than usual
     costs of services of comparable quality in comparable real estate
     developments in Bratislava if any. As of the Commencement Date, the
     Lessee's "proportionate share" of any and all costs of the Services and
     Utilities will amount to approximately 4 EUR per square meter per calendar
     month excluding VAT.

     For the purposes hereof the expression "proportionate share" shall mean the
     fraction the numerator of which shall be the amount of sq. meters of the
     actually leased Premises and the denominator of which shall be the sum in
     sq. meters of all then rented retail premises in the Building; provided
     however, that the denominator shall in no event be lower that 26,135 sq.
     meters which represent 80% of the total rentable are in the Building.

4.   The Lessor shall submit to the Lessee separate invoices for the Services
     and Utilities provided by the Lessor. The issuance, delivery and payment
     terms of such invoices shall be the same as with respect to invoices
     relating to the Rent pursuant to Article IV above; provided that the
     amounts due thereunder shall be payable by the Lessee in Slovak crowns to
     the Lessor's account specified in Article IV(4) above.

5.   The Lessee shall pay VAT on the Services and Utilities.


                                       VI.
                          TERMS AND CONDITIONS OF LEASE

1.   The Lessor shall be obligated to deliver the Premises on the Commencement
     Date in the condition suitable for the agreed purpose of the lease as set
     forth in Article II hereof, to maintain the Premises in the condition fit
     for the agreed use hereunder, and to secure the proper performance of the
     services the provision of which is connected to the use of the Premises.

2.   The Lessor shall be obligated to ensure to the Lessee the right to an
     undisturbed use of the Premises, use of the common spaces in the Building,
     the access necessary for the use of the Premises, and also the right to a
     use of elevators in the Building.
<PAGE>

                                      -8-

3.   In undertaking any structural modifications, upgrading and/or
     reconstruction of the Building, the Lessor shall be obligated to respect to
     the greatest extent possible the justified interests of the Lessee, and
     shall be obligated to notify the Lessee in writing within a reasonable time
     limit, but at all times not later than thirty (30) days in advance, of the
     necessity to undertake any of the activities specified in this Article
     VI(3), as well as any other activities which might affect the use of the
     Premises.

4.   The Lessor shall be obligated to charge the costs of the Services and
     Utilities in such a way that the amounts collected by the Lessor from the
     Lessee do not exceed the actual costs incurred by the Lessor in connection
     with the provision of such Services and Utilities. The Lessee is free to
     change service providers of the Services and Utilities, which are not
     provided by the Lessor, at its own expense and risk.

5.   The Lessor shall be responsible for fire protection of the Premises. For
     this purpose, the Lessor shall furnish the Premises with the necessary
     in-built equipment and devices (electronic fire warning system), and shall
     look after the technical operability of such equipment and devices and
     confirms hereby that the useful life of such equipment and devices has not
     expired.

6.   The Lessee agrees to pay during the term of the lease the agreed rent and
     to pay to direct suppliers and/or reimburse the Lessor for the
     proportionate share of the Services and Utilities provided pursuant to
     Article V hereof.

7.   The Lessee shall be authorized to use the Premises twenty-four (24) hours a
     day, seven (7) days a week, to the extent stipulated herein, and shall be
     obligated to use the with the care and diligence of a prudent manager. Upon
     termination of the lease, the Lessee shall return the Premises to the
     condition in which the Premises were delivered to the Lessee, subject to
     ordinary wear and tear. The Lessee shall bear no responsibility for any
     damage to the Premises which were not caused by the Lessee and originated
     prior to the commencement of the lease, even if any such damage becomes
     apparent during the term of the lease.

8.   The Lessee agrees to refrain from any modifications, changes or alterations
     to the Premises, except for (i) modifications or alterations of other than
     structural nature or (ii) which do not affect the integrity of the
     Premises' substance or (iii) which do not affect any fixtures or appliances
     provided by Lessor. The Lessee shall be permitted to undertake any
     structural modifications, changes or alterations to the Premises which
     cannot be removed without damage to the Premises only subject to the
     Lessor's prior written consent and exclusively at the Lessee's own expense,
     unless agreed otherwise by the parties hereto. As to any modifications,
     changes or alterations to the Premises and/or the Building
<PAGE>

                                      -9-

     related to establishment and operation of a data transmission network by
     the Lessee, such prior consent by the Lessor may not be unreasonably
     withheld. For purposes of returning the Premises in the "original
     condition" subject to ordinary wear and tear, the term "original condition"
     shall be understood to mean the condition of the Premises including any
     authorized alterations.

     The Lessee may not make any structural, electrical, storefront, exterior,
     major interior or mechanical alterations to the Building without a prior
     written consent of the Lessor which consent may not be unreasonably
     withheld.

9.   The Lessee shall be obligated to enable the Lessor to perform any
     inevitable or expedient modifications or alterations to the Premises and/or
     the Building, including such modifications or alterations that shall have
     to be performed on the basis of a decision issued by the relevant
     authorities.

10.  The Lessee shall be obligated, at its own expense, to remove without undue
     delay any damage caused to the Premises and/or the Building by the Lessee's
     employees or by third persons who were present in the Premises and/or the
     Building based on the authorization of the Lessee. In any event, the Lessee
     shall inform the Lessor in writing of the occurrence of any such damage
     within five (5) working days from getting knowledge thereof. The Lessee is
     authorized to engage third parties of the Lessee's choice to remove any
     damage pursuant to this Article VI(10).

11.  The Lessee shall notify the Lessor without undue delay of the necessity of
     any repairs that the Lessor is obliged to make, and allow the performance
     of these and any other necessary repairs.

12.  Any work required by the Lessee above and beyond the scope of the Lessor's
     obligations stipulated in Article VI(1) above shall be performed by the
     Lessor for a consideration payable by the Lessee, which consideration shall
     be limited to the Lessor's actual reasonable costs of performance. The
     Lessor is authorized to engage third parties to perform the activities the
     Lessor is obligated to undertake pursuant to this Article VI(12). Any
     contracts entered into by the Lessor for said work shall be arms length
     transactions keeping in mind good and fair pricing. As an alternative to
     the Lessor performing or contracting for said work, the Lessee can contract
     for the performance of said work at the Lessee's expense and risk.
<PAGE>

                                      -10-

                                      VII.
                                    INSURANCE

1.   The Lessor agrees to obtain a comprehensive insurance of the Building
     against damage or destruction by a natural disaster. The "proportionate
     share" of the insurance premiums shall be paid by the Lessee and the
     insurance shall be maintained effective throughout the term of the lease
     without interruption. The Lessor shall be obligated, at the Lessee's
     request, to present to the Lessee for inspection the relevant insurance
     policy. In the event of a damage constituting an insured occurrence, the
     Lessor shall apply the insurance proceeds towards a prompt repair of the
     Premises. The Lessee agrees that the insurance of the Building shall not
     extend to any furniture, equipment, appliances or other goods of whatever
     kind, which have been brought in or fixed to the Building by the Lessee.

2.   Upon the commencement of the lease, the Lessor shall deliver to the Lessee
     one copy of the insurance policy referred to in Article VII(1) above.

3.   Lessee covenants not to take or to cease any action that might cause any
     increase in insurance premium payable by the Lessor, provided however, that
     the Lessor (i) notifies the Lessee in writing, and (ii) proves to the
     Lessee, that such action taken by the Lessee would cause such increase.

4.   The Lessee agrees to maintain such insurance policy as would be reasonably
     expected from a prudent businessman to maintain for the type of business
     activities to be conducted by the Lessee in the Premises, including without
     limitation, the general liability insurance against property damage and
     personal injuries providing single limit coverage of 1,000,000 EUR (in
     words: One Million Euro).


                                      VIII.
                       LESSEE'S ADVERTISING AND PROMOTION

     Subject to approvals to be obtained by the Lessee from the respective
     authorities (provided that such approvals are required by the law), the
     Lessee shall be authorized to install suitable advertising notices
     containing the Lessee's name and logo at the entrance of the Premises
     subject to the consent of the Lessor not to be unreasonably withheld, at
     other appropriate locations in the Premises. The cost of assembly,
     installation and operation of any such advertisement shall be borne by the
     Lessee.
<PAGE>

                                      -11-

                                       IX.
                                    SUBLEASE

     The Lessor hereby consents to and authorize the Lessee to sublease the
     whole of the Premises, or any part thereof, to (i) any third party to a
     corporate restructuring of the Lessee, or (ii) any Lessee's affiliate. In
     any other situation, the Lessee shall be authorized to sublease the
     Premises, or any part thereof, to a third party only with a prior written
     consent from the Lessor, which consent shall not be unreasonably withheld.
     It is understood and agreed that the Lessor's consent may be reasonably
     withheld, if the proposed sub-lessee is a potential Lessee actively
     negotiating with the Lessor, within thirty (30) days prior to the receipt
     by the Lessor of the Lessee's request for such prior written consent, a
     lease in the Building and/or the Office Tower 2 (as may be built within the
     framework of the project of the POLUS City Center Bratislava).

     For the purposes of this Agreement the term "Affiliate" shall mean any
     entity which directly, or indirectly through one or more intermediaries,
     controls, is controlled by, or is under the common control of the party
     concerned. For the purposes of this definition, but without limitation,
     control shall be conclusively presumed to include any entity which holds,
     whether directly or indirectly as aforesaid, a 50 percent or greater equity
     interest in the party concerned.


                                       X.
                    LESSOR'S ACCESS TO THE LESSEE'S PREMISES

1.   The Lessor, or a person authorized by the Lessor, shall be entitled to
     enter the Premises for the purpose of inspection thereof, or to make any
     repairs, alterations, improvements or for the purpose of show the Premises
     to prospective Lessees, in the presence of a person authorized by the
     Lessee and during normal business hours upon a prior written notice given
     at least three (3) days in advance.

2.   The Lessor may enter the Premises at any time without the presence of the
     Lessee, or, respectively, the Lessee's authorized person exclusively in the
     events of danger caused by a natural disaster, accident or another similar
     emergency; provided, however, that the Lessor shall have endeavored to
     notify the Lessee and/or the Lessee's authorized person in advance of the
     Lessor's intention to enter the Premises.
<PAGE>

                                      -12-

                                       XI.
                         SPECIAL ARRANGEMENT ON LESSEE'S
                            PROPERTY IN THE BUILDING

1.   The Lessee shall be authorized to establish and operate at its own cost in
     the Premises and/or the Building a data transmission network. Any work done
     in the Premises and/or the Building will be done only upon a prior consent
     of the Lessor. Such prior written consent by the Lessor may not be
     unreasonably withheld.


2.   The Lessee shall be authorized to bring into the Building and use therein
     other technical equipment necessary for the Lessee's business activities.


                                      XII.
                            TERMINATION OF THE LEASE

1.   The lease hereunder may be terminated by a written agreement between the
     parties hereto.

2.   The Lessor may terminate this Lease Agreement by a written notice
     exclusively for the reasons specified in Section 9(2) of Act No. 116/1990
     Zb., on Lease and Sublease of Non-residential Premises, as amended. In such
     a case, the termination period shall be three (3) months and shall commence
     on the first day of the calendar month following the delivery of the
     termination notice to the Lessee.

3.   The Lessee may terminate this Lease Agreement by a written notice
     exclusively for the reasons specified in Section 9(3) of Act No. 116/1990
     Zb., on Lease and Sublease of Non-residential Premises, as amended. In such
     a case, the termination period shall be three (3) months and shall commence
     on the first day of the calendar month following the delivery of the
     termination notice to the Lessor.

4.   Should, in an independent judgement of the Lessee, any reason for lease
     termination specified in Article XII (3) above arise on the side of the
     Lessor, the Lessee may request that the Lessor rectify the cause of such
     termination within a six (6) week period which period shall commence on the
     date of a registered letter specifying such request of the Lessee being
     delivered to the Lessor. The Lessor hereby agrees that, upon the receipt of
     such registered letter, the Lessor shall not issue the termination notice
     pursuant to Article XII (2) prior to the expiration of the said six (6)
     week period.
<PAGE>

                                      -13-

5.   Should in an independent judgement of the Lessor, any reason for lease
     termination specified in Article XII (2) above arise on the side of the
     Lessee, the Lessor may request that the Lessee rectify the cause of such
     termination within a six (6) week period which period shall commence on the
     date of a registered letter specifying such request of the Lessor being
     delivered to the Lessee. The Lessee hereby agrees that, upon the receipt of
     such registered letter, the Lessee shall not issue the termination notice
     pursuant to Article XII (3) prior to the expiration of the said six (6)
     week period.


                                      XIII.
                                SECURITY DEPOSIT

1.   Within 30 days from Lessee's execution of this Agreement, Lessee shall
     deposit by way of security an amount equal to four (4) monthly Rents for a
     rentable area of 534.5 square meters (hereafter the "Security"), into the
     escrow account held in Citibank Slovakia, a.s., with its seat at Viedenska
     cesta 5, 851 00 Bratislava, Slovak Republic, who shall act as an escrow
     agent (the "Escrow Agent"), in accordance with an escrow agreement to be
     entered into in substantially the form of Exhibit 7 hereto (the "Escrow
     Agreement"). Following any increase in the size of the Premises, or any
     release of all or part of the Security to the Lessor in accordance with the
     terms of the Escrow Agreement prior to the termination of the lease, Lessee
     shall deposit additional funds with the Escrow Agent so that the total held
     by the Escrow Agent shall be maintained at a level equal to four (4)
     monthly Rents for the total rentable area of the Premises.

2.   The contracting parties hereto shall order the Escrow Agent by virtue of
     joint instruction:

     (i)  to pay the amount of defaulted Rent out of Security to the account of
          the Lessor as soon as the Lessor has announced to the Escrow Agent, in
          writing, that Lessee is in breach of its rental payment obligation for
          more than two (2) months.

     (ii) The Lessor shall send by registered mail a copy of the above written
          communications with the Escrow Agent to the Lessee and provide the
          Lessee with a cure period of one (1) month to rectify the cause
          triggering the payment of the Security by the Escrow Agent to the
          Lessor.
<PAGE>

                                      -14-

3.   Unless otherwise instructed by the Lessor and the Lessee in a joint
     instruction, the Escrow Agent shall remit to the Lessee any amount of the
     Security, not disposed of in accordance herewith, or as a reimbursement of
     damages caused by the Lessee to the Premises or the Building provided that
     the parties establish that there are damages and the parties mutually agree
     what damages shall be reimbursed, within thirty (30) days from the date of
     the termination of this Agreement.


                                      XIV.
                                  FORCE MAJEURE

Failure on the part of any party to perform any of its obligations set forth in
this Agreement because of a force majeure will not give the other party to this
Agreement any claim against the other party or be deemed to be a breach of this
Agreement. Any party failing to perform its obligation on this Agreement in the
event of such force majeure shall give notice in writing of such force majeure
as soon as possible after occurrence to the other party. For the purpose of this
Agreement, force majeure shall mean any war, revolution, civil disorder,
sabotage, strike or lock out involving third parties, accident, act of God,
laws, regulations and acts of any governmental agency of the Slovak Republic or
any similar event, which affects the ability of any party hereto to perform its
material obligations hereunder and which is beyond the control of such party. If
an event of force majeure occurs and such event materially interferes with any
party's ability to perform its obligations hereunder for a continuous period of
six months (or it becomes evident that such event will continue for a continuous
period of six months), the obligations of such party shall terminate and the
other party shall be entitled to damages suffered as a result of such
termination payable by the party whose obligations were terminated under this
Article XIV.


                                       XV.
                                FINAL PROVISIONS

1.   This Agreement shall become valid and effective as of the date of execution
     hereof by both parties hereto.

2.   This Agreement and the rights of the parties hereunder shall be construed
     and interpreted in accordance with Slovak laws but without reference to
     Slovak conflict of law principles. The parties hereto shall endeavor to
     reach an amicable settlement of any disputes that may arise under this
     Agreement. However, if they are unable to resolve any dispute by amicable
     settlement, such dispute shall be finally settled by the Slovak court
     having jurisdiction.
<PAGE>

                                      -15-

3.   Any other change of or modification to this Agreement may be valid if made
     in writing and executed by both parties hereto.

4.   Lessee agrees to execute and deliver, at any time and from time to time,
     upon the request of Lessor or of the holder of any mortgage or lien, any
     documents, notices or confirmations required by Lessor necessary to give
     effect to any mortgages or liens that may be created over the Building,
     which shall not create any liabilities on the side of the Lessee beyond the
     existing Lessee's liabilities hereunder. Lessee agrees to provide the
     holders of any such mortgages or liens or their agents with a right of
     entry to the Premises to inspect the Premises during normal working hours
     and upon a reasonable prior notice and shall provide to them with any such
     information or documentation requested by any of them which Lessee is
     required to provide to Lessor from time to time.

5.   Lessor will have, in accordance with Section 672 of the Slovak Civil Code
     No. 40/1964 Coll., as amended, a pledge and retention right in respect of
     each movable thing owned by Lessee and brought by Lessee into the Premises
     as a security for the payment of the Rent due by the Lessee.

6.   The parties hereto represent that they have read this Agreement, agree to
     the contents hereof, and execute the same as an expression of their consent
     herewith.

7.   This Agreement and any amendments and other modifications thereof shall be
     executed in the English and Slovak languages. In the event of a conflict
     between the English language and the Slovak language versions of this
     Agreement, the English language version shall control.

8.   This Agreement is made in four (4) counterparts in the Slovak language and
     in four (4) counterparts in the English language. Either party hereto shall
     receive two (2) original counterparts of each of the Slovak and English
     language version.
<PAGE>

                                      -16-

THE PARTIES, INTENDING TO BE LEGALLY BOUND, hereto have duly signed this
Agreement by their duly authorized representatives as of the day and year below
written.

Bratislava, ____ day of December 2000


POLUS INV., a.s.


By:                            -------------------------------------
                               JUDr. Gabor Zaszlos, Chairman of the
                               Board of Directors

                               -------------------------------------
                               Todd Cowan
                               pursuant to the power of attorney

EuroTel Bratislava, a.s.


By:                            --------------------------------------
                               Jozef Barta,
                               Chief Executive Officer and Procurist


                               ---------------------------------------
                               Mr. Thomas Joseph Cancro,
                               Chief Financial Officer and Procurist
<PAGE>

                                      -17-

Exhibits:
Exhibit 1         Floor Plan of the Premises
Exhibit 2         Technical Specifications and Equipment of the Non-residential
                  Premises Specifications
Exhibit 3         Site Plan
Exhibit 4         Land Lease
Exhibit 5         Operating Rules
Exhibit 6         Services and Utilities
Exhibit 7         Escrow Agreement
Exhibit 8         Occupancy Permit
Exhibit 9         Consent of Municipal Authority