<PAGE>
                                                             EXHIBIT 4(b)(ii).46

                                 SUPPLY CONTRACT
                                 ---------------

                                FOR THE SUPPLY OF

                               INTELLIGENT NETWORK

                                    SOLUTION

                                concluded between

                            EuroTel Bratislava, a.s.

    with its Registered Office at Vajnorska 100/A, 831 03 Bratislava,
     Slovak Republic, Business Identification Number 35705019, represented
        by Ing. Jozef Barta, Chief Executive Officer and Procurator and
             Thomas Cancro, Chief Financial Officer and Procurator

                 - hereinafter referred to as the "Purchaser" -

                                       and

                        Siemens, s.r.o. Slovak Republic,

      with its Registered Office at Stromova 9, 837 96 Bratislava,
   Slovak Republic, Business Identification Number 31349307, represented by
       Mag.Wolfgang Wrumnig, statutory representative and commercial
  executive director and Ing. Peter Kollarik, statutory representative
                              and general director.

                 - hereinafter referred to as the "Supplier" -

          Both parties hereinafter also being referred to collectively
                    as, "Parties" or individually as, "Party"


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CONTENTS


1      Definitions                                                          5

2      Assignment                                                          14

3.     Subcontracting                                                      14

4.     Purpose of the Contract                                             15

5.     Language                                                            16

6.     Priority of Contract Documents                                      16

7.     Scope of the Supply                                                 16

8.     General Obligations of the Supplier                                 18

9.     Installation Information                                            20

10.    Performance Guarantee                                               20

11.    Programme                                                           21

12     Supplier's Representative                                           21

13     Work at Site                                                        21

14     Obligations of the Purchaser                                        22

15     Completion Date                                                     24

16     Delay in Completion                                                 25

17     Acceptance Tests/PPS Acceptance Tests                               27

18     Taking Over                                                         32

19     Warranty                                                            33

20     Variations                                                          35

21     Ownership of the System                                             36

22     Terms of Payment                                                    37

23     Software License                                                    40

24     Intellectual Property Rights Infringement Indemnity                 39

25     Risk and Responsibility                                             41

26     Damage to Property and Injury to Persons                            41

27     Limitations of Liability                                            42

28     Interfaces                                                          43

29     Mitigation of Loss or Damage                                        45



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30     Insurance                                                           45

31      Termination                                                        46

32     Notices                                                             47

33     Trouble Resolution Procedure. Disputes and Arbitration              48

34     Substantive Law                                                     50

35     Miscellaneous                                                       50

36.    Confidential Treatment                                              53

37     Term of the Contract                                                56

38     Final Provisions                                                    56




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LIST OF ANNEXES*)

0.     Letter of Intent

01     Itemised Annex to the Letter of Intent

    1.      IN Based VPN Service and its Functionalities

    2.      IN Based PPS Service and its Functionalities

    3.      List of Hardware

    4.      Warranty and Support Services

    5.      Training

    6.      Project Organisation / Implementation Works

    7.      Other Software

    8.      Operating System software

    9.      Application software

   10.      Programme for IN based VPN Service

   11.      Programme for IN based PPS Service

   12.      Network concept / System Description

   13.      Price Table

   14.      Acceptance Tests/PPS Acceptance Tests

   15.      Responsibility Matrix

   16.      Performance Guarantee

   17.      VPN Support Systems Integration

   18.      PPS Support Systems Integration

   19.      CAMEL phase II.

             *) every Section will be in relation with respective Annex



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PART I - INTRODUCTORY AND INITIAL PROVISIONS

1            DEFINITIONS


             In the Contract (as hereinafter defined) the following words and
             expressions shall have the following meanings hereby assigned to
             them:


1.1.         "Commencement Date" means the date on which the Contract becomes
             effective.

1.2.         "Conditions" means the terms and conditions of the Contract.


1.3.         "Functionalities" or "Features", functionalities or features
             generally understood as the elements of the System that are able to
             act in a required manner and so provide required services based
             upon the IN Based VPN Service as specified in Annex 1 hereto and IN
             Based PPS Service as specified in the Annex 2 hereto.

1.4.         "Service" means either the IN Based VPN Functionalities or the IN
             Based PPS Functionalities based upon which the respective
             Functionalities are operating, as specified in the respective Annex
             to this Contract. Expression "Services" means both above mentioned
             Functionalities.

1.5.         "Contract " means this Contract entered into by and between the
             Purchaser and the Supplier as a document recording all the Terms
             and Conditions for the supply, installation, implementation,
             Integration and set into operation of the IN System and performance
             of the related Works , including all its annexes, attachments,
             schedules, appendices and exhibits made part hereof, any fully
             executed amendments and / or addendums hereto and all documents
             incorporated by reference herein.

1.6.         "Contract Price" means the sum as payable by the Purchaser to the
             Supplier for the full and proper Supply of the System as defined
             in Section 1.10., including both its Parts under this Contract, as
             agreed by the Parties in the Letter of Intent, except for the
             segment/part of the Supply covered by the Integration Price.

1.7.         "Integration Price" means the sum consisting of (i) the sum
             payable by the Purchaser to the Supplier for the proper and full
             Integration of the VPN Part of the System into the Support systems
             of the Purchaser as specified in the Annex 17 as well as (ii) the
             sum payable by the Purchaser to the Supplier for the proper and
             full Integration of the PPS Part of the System into the Support
             systems of the Purchaser as specified in the Annex 18, and (iii)
             the sum for the full and proper Integration of both VPN and PPS
             Parts of the System into the Base Network systems of the
             Purchaser, whereby the obligation to make the payment under item
             (iii) is up to the Purchaser only when such sum exceeds the amount
             of 2,700,000 EUR. The sum for the proper and full Integration of
             the PPS Part of the System into the Support systems of the
             Purchaser as specified in the Annex 18 under item (ii) shall be
             paid in full




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             according to Annex 18 and the above amount of 2,700.000 EUR shall
             not be applicable to Integration of the PPS Part of the System
             into the Support systems of the Purchaser.

1.8.         "Supplier" means Siemens s.r.o., Stromova 9,  837  96
             Bratislava, Slovak Republic, Business Identification Number
             31349307, represented by its statutory representatives.

1.9.         "Documentation" means all user, technical, operating and
             maintenance documentation and manuals, including instructions,
             guides and manuals necessary to enable the Purchaser to use the IN
             System and/or any of the Parts of the System, to be delivered by
             the Supplier, other than documents that fall within the definition
             of Hardware or Software. The technical documentation shall
             thoroughly describe the implementation process. Documentation shall
             be a part of the Supply and thus shall be delivered by the
             Supplier. The technical documentation shall reasonably describe the
             operation of the System.


1.10.        "Supply of the System" or "Supply" means supply and/or licensing of
             any and all of its components and/or segments, and works necessary
             for set of the System into the proper operation and set into proper
             operation and functioning of both of the Services and respective
             Functionalities related thereto and based thereupon as defined in
             respective Annexes for the test/trial period of 12 months which
             period shall begin to run as of the occurrence of the issuance of
             the Taking-Over Certificate with respect to the VPN Part of the
             System (hereinafter referred to as the "Trial Period"); which
             supply includes without limitation:

             (i)     supply of any Hardware and any other complementary
                     equipment, assignment of the title thereto, together
                     with its documentation, manuals, know-how, any related
                     documentation, and like and

             (ii)    license of a non-transferable, limited for the Trial Period
                     and non-exclusive right to use any and all of the
                     Application software together with its documentation,
                     manuals, know-how, any related documentation, and like
                     which will be generated, developed and/or furnished under
                     the Contract,

             (iii)   license of a transferable right to use the Operating System
                     software for an unlimited period of time together with its
                     documentation, manuals, know-how, any related
                     documentation, and the like which will be generated,
                     developed and/or furnished under the Contract, which
                     eventual transfer shall be subject to terms and conditions
                     under this Contract,

             (iv)    license of a non-transferable, limited for the Trial Period
                     and non-exclusive right to use any and all of the Other
                     software together with its documentation, manuals,
                     know-how, any related documentation, and like which will be
                     generated, developed and/or furnished under the Contract,

             (v)     performance of any and all of the Works necessary for
                     proper installation, implementation, Integration, and set
                     of the System into the operation according to the
                     requirements stipulated herein.



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1.11.        "Supply of the Part of the System" means supply and/or licensing of
             any and all of components and/or segments of the particular Part of
             the System, and works necessary for set of that Part of the System
             into the proper operation and set into proper operation and
             functioning of the Service, respective Functionalities related
             thereto and based thereupon.


             In case the SW licensed under 1.10.(iii) shall be transferred to a
             third person after the expiry of the Trial Period the Purchaser
             shall apply for the Supplier's approval which should not be
             unreasonably withheld.


1.12.        "Supply of the VPN Part of the System" means supply and/or
             licensing of any and all of its components and/or segments, and
             works necessary for set of the VPN Part of the System into the
             proper operation and set into proper operation and functioning of
             both of the Service and respective Functionalities related thereto
             and based thereupon.

1.13.        "Supply of the PPS Part of the System" means supply and/or
             licensing of any and all of its components and/or segments, and
             works necessary for set of the PPS Part of the System into the
             proper operation and set into proper operation and functioning of
             both of the Service and respective Functionalities related thereto
             and based thereupon.

1.14.       "Hardware" or "Goods" means all of the equipment or units machinery
             inclusive of all accessories, materials, spare parts written
             documentation and any other tangible items delivered by the
             Supplier under this Contract defined in Annex 3.


1.15.        "Works" means any and all works executed in connection with the
             Supply of the both Parts of the System, and other services
             necessary for the proper installation, implementation, Integration
             and its set into operation and proper operation of both of the
             Services as well as the set of the Functionalities to be supplied
             under this Contract, including without limitation (i) installation
             works associated with the Supply of both Parts of the System and
             their set into the operation ensuring the proper functioning of
             the Services and Functionalities related thereto, (ii)
             implementation works associated with Supply of both Parts of the
             System and their set into the operation ensuring the proper
             functioning of the Services and Functionalities related thereto as
             described in Annex 6, (iii) Integration, (iv) warranty services as
             described in Annex 4, (v) training services as described in Annex
             5 (vi) support services as defined in Annex 4, (vii) project
             management services as described in Annex 6.


1.16.        "VPN Part of the Works" shall mean all the Works necessary for the
             Supply and Completion of the VPN Part of the System.

1.17.        "PPS Part of the Works" shall mean all the Works necessary for the
             Supply and Completion of the PPS Part of the System.

1.18.        "System" means the intelligent network solution consisting of main
             PPS Part of the System including its Service defined in Annex 2
             and Annex 19 and VPN Part of the System including its Service
             defined in Annex 1 (hereinafter collectively referred to also as
             the



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             "Services") and various customised Functionalities accommodated,
             developed and operating based upon and related to the respective
             Service and defined in the respective Annexes; System, consisting
             of any and all of its segments including, without limitation
             Hardware, Software and other deliverables and complementary
             equipment shall be supplied/licensed, installed, implemented into
             the functioning System and as such Integrated into all existing
             Base Network systems and Support systems of the Purchaser; which
             System shall be fully functional, accommodated and Integrated,
             ensuring the proper usage and operation of the Services and
             Functionalities related thereto and based thereupon. The
             expression System includes both of the Parts of the System,
             related Services and any and all of the Functionalities operating
             based upon both of the Services.


1.19.        "All systems" means any and all Base Network systems and Support
             systems, except for the Network Management Systems.

1.20.        "Base Network systems" means any and all Purchaser's fundamental
             (core) GSM network systems, including Operation Systems, consisting
             of following entities: MSC/VLR's, HLR, BSC's, BTS's, SMSC, VMS,
             AuC/EIR.

1.21.        "Network Management systems" means any and all network management
             systems of the Purchaser, including, without limitation,
             Watchmark Control and Metrica NPR.

1.22.        "Support systems" means any and all support systems including
             without limitation Customer Care Systems, Administration Systems,
             Billing Systems, as specified in the respective Annex.


1.23.        "Part of the System" means functional and operative part of the
             intelligent network solution consisting of either IN Based PPS
             Service platform ("PPS Part of the System") or IN Based VPN
             Service platform ("VPN Part of the System") and various customised
             Functionalities accommodated, developed and operating based upon
             and related to and based upon the respective Service, and any of
             the Hardware, Software and Works necessary for the proper
             installation, implementation, Integration and its set into
             operation and proper operation of either of the Services as well
             as the set of the Functionalities related thereto and based
             thereupon in accordance with the requirements provided for in this
             Contract. The expression Part of the System includes either of
             the respective Services and any and all of the Functionalities
             operating based upon and related to the respective Service.

             Part of the System corresponds to respective fundamental Service
             (IN Based VPN platform or the IN Based PPS platform) based upon
             which the respective Functionalities are operating.

1.24.        "Integration" shall mean the performance of works/process upon
             which (i) all the Features and Functionalities set out herein are
             delivered, their proper operation in compliance with requirements
             set out herein is secured and upon which (ii) any and all existing
             elements of the System or any Part thereof, the System itself
             including both Parts thereof are embodied into All systems of the
             Purchaser. Integration shall consist of the parts/segments of the
             Integration - the integration of the both Parts of the System into
             the Base Network systems of the Purchaser(hereinafter also
             referred to as




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             "integration into the Base Network systems") and the integration
             of the both Parts of the System into the Support systems of the
             Purchaser as specified in the Annex 17 and in Annex 18
             (hereinafter also referred to as "integration into the Support
             systems"). Process, fulfilment and completion of the Integration
             shall be made in a manner and to the extent that (i) all the
             Features and Functionalities hereunder has been delivered and
             their proper operation in compliance with the requirements set out
             herein has been secured and (ii) co-operation, correspondence and
             communication between each Part of the System and All systems of
             the Purchaser have no material design, operational and functional
             defects as well as any epidemic and/or systematic faults or
             operation interruptions which adversely affect the performance of
             the System or any Part of the System as well as Services, any and
             all of the Functionalities, which performance, operation and
             functioning being defined in the System operation requirements
             stipulated in this Contract. Fulfilment and finalisation of
             the Integration shall be the responsibility and obligation of the
             Supplier. The Supplier shall not be held liable for defaults and
             defects of the existing Bases Network systems of the Purchaser and
             extensions thereof not supplied by the Supplier, if not caused by
             the intervention of the Supplier. Wherever in this Contract the
             expression "integration into the Base Network systems" or
             expression "integration into the Support systems" is used, it
             shall be mutually understood that these expressions mean the
             respective part or segment of Integration as defined herein.


             The Supplier shall pay any and all reasonable and meaningful costs
             occurred with respect to integration into the Base Network systems,
             in amount of up to 2,700,000.00 EUR. The meaningful and reasonable
             costs associated with the integration into the Base Network systems
             of the Purchaser exceeding this amount and the costs related to any
             Integration works to the Support Systems shall be borne by the
             Purchaser. The amount of 2,700,000 EUR is based on an order of a
             Total Price of (Euro)11,300,000 and according to the main technical
             specifications and contents described within the Revised offer of
             Siemens AG, Austria provided to the Purchaser on February 27, 2001
             (hereinafter referred to as "Siemens AG Offer"). In case the
             Purchaser decides not to conclude the Final Agreement according to
             Section 35.7.3. the maximum amount of 2.700.000 EUR shall be
             adapted / prorated with respect to the proportion between the Total
             Price and the Contract Price actually paid. The foregoing shall not
             apply should the Contract be terminated otherwise.



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1.25.        "Supplier's Equipment " means all appliances or things of
             whatsoever nature required for the purposes of the Works but
             does not include the System.


1.26.        "Warranty Period" means the period following taking over of the VPN
             Part of the System, its Service and all of the Functionalities
             related thereto and based thereupon and which shall not
             lapse/end/expire earlier than the last of the following (time)
             events occurs (i) lapse of the time period of 15 months which
             starts to run as of the date of issuance of the Taking Over
             Certificate in respect of the VPN Part of the System and its
             Service and all of the related Functionalities, (ii) lapse of the
             time period of 15 months which starts to run as of the date of
             issuance of the Taking Over Certificate in respect of the PPS Part
             of the System. During the Warranty Period the Supplier guarantees
             proper functioning and operation of the Hardware, Software, System
             and Part of the System which has been already taken over by the
             Purchaser, Services taken over and its related Functionalities as
             described herein, which operation and functioning shall be free of
             any defects, epidemic and/or systematic faults, or operation
             interruptions, in compliance with the operation requirements
             provided for in this Contract. During the Warranty Period the
             Supplier is responsible for adjusting and repairing whatever
             defects which might appear within the course of operation in a
             manner as set forth herein; which shall be provided by the
             Supplier to the Purchaser at no charge in connection with the
             System, as defined herein above, under and in compliance with
             manners, quality, procedures timings, etc. as set out in the Annex
             4.

             For PPS part of System Warranty Period will start after the date of
             issuance of the Taking Over Certificate with respect to the PPS
             Part of the System.


             If the Purchaser decides to conclude the Final Agreement in
             accordance with Section 35.7.1 (i) the Warranty Period stated
             herein will be extended by an additional 12 months For selected
             features of PPS Part of the System specified in Annex 2 as
             non-contracted, the price for the extension of Warranty Period
             shall be mutually agreed upon in the Final Agreement, however, the
             extension for the above shall not be provided free of charge.
             Notwithstanding the foregoing, the extension of the Warranty Period
             for all remaining elements of the System shall be included in the
             Contract Price.


1.27.        "Purchaser" means EuroTel Bratislava, a.s., Vajnorska 100/A,
             831 03 Bratislava,_ Slovak Republic, Business Identification Number
             35705019, represented by its authorised persons,

1.28.        "Purchaser's Drawings" means all the drawings and information
             provided by the Purchaser to the Supplier under the Contract.

1.29.        "Gross Misconduct " means any act or omission of the Supplier in
             violation of the most elementary rules of diligence which a
             conscientious Supplier in the same position and under the same
             circumstances would have followed.


1.30.        "Programme" means either Programme for the VPN Part of the System
             and/or for the PPS Part of the System, to be submitted by the
             Supplier in accordance with Section 11.1 and any approved revisions
             thereto.


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1.31.        "Milestone" means a particular date upon which the particular
             part/segment of the Supply of the Part of the System and/or any of
             its segment shall be finalised and completed stipulated in the
             relevant Programme (e.g. ready for installation, ready for
             acceptance etc.). Completion of the Milestone shall be reported and
             documented in form of a Milestone Progress Report.


1.32.        "Ready for installation" means a Milestone upon which the Site is
             prepared by the Purchaser for installation of the System or
             respective Part of the System.

1.33.        "Ready for acceptance" means a Milestone upon which the System or
             respective Part of the System is delivered, installed, implemented
             and integrated by the Supplier and is ready for the performance of
             the Acceptance Tests or PPS Acceptance Tests, as applicable. The
             Milestone may be considered completed only if ATP (Section 17) and
             ATS (Section 17) have been duly agreed upon in compliance with this
             Contract.


1.34.        "Site" means the place or places in the Slovak Republic, provided
             or made available by the Purchaser where Works and/or part thereof
             are to be done by the Supplier or to which the Part of the System
             and/or any component, segment thereof is to be delivered.

1.35.        "Software" means all the machine-executable object code versions of
             the computer programs which control the operation of the hardware
             including Application Software for VPN and PPS Parts of the System,
             Operating System Software, Other Software in the machine executable
             object code form of the software programs contained in the IN
             System, that shall be supplied by the Supplier under this Contract,
             the microcode (firmware) embedded in the Hardware, any update or
             revision of the programs or microcode delivered to the Purchaser
             under this Contract or any related maintenance agreement, any
             copies of the aforementioned items and software related user
             documentation.


1.36.        "Other Software" means all the software other than the Operation
             System software and Application software and shall be defined in
             Annex 7.


1.37.        "Operating System software" means such software, as it is defined
             in Annex 8.


1.38.        "Application software" means in particular application software for
             the VPN Part of the System and the application software for the PPS
             Part of the System as defined in Annex 9.


1.39.        "Specification" means the specification of the Works included in
             the Contract and any modification thereof made under Section 20 and
             any other specifications mutually agreed to in writing by the
             Parties and set forth in the relevant amendment to this Contract.

1.40.        "Sub Supplier " means any company, corporate body or corporation
             with whom the Supplier concludes subcontract(s) for any part of
             the performance under the Contract or any authorised person (other
             than the Supplier ) named in the Contract for any part of the
             Works, or any authorised distributor or authorised service
             provider, or any person to whom any part of the Contract has been
             assigned or sub-contracted in accordance with Section 2 or 4 and
             who, by doing so, shall be bound by the terms and conditions of
             this Contract, and the Sub Supplier 's legal successors in title
             but not any assignee of the Sub Supplier. Supplier is fully


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             responsible for the performances of the Sub Supplier and for any
             damage which might arise in association with his fulfilment of the
             Supply.


1.41.        "Taking-Over Certificate" means the certificate acknowledging the
             take over of the functioning respective Part of the System and thus
             either of the Services, Functionalities related thereto and based
             thereupon, which certificate is to be given by the Purchaser to the
             Supplier in accordance with Section 18.

1.42.        "PPS Acceptance Tests" means the acceptance tests as described in a
             greater detail in respective Annex 14 hereto, to be performed
             before the PPS Part of the System is taken over by the Purchaser,
             which tests shall besides all of the requirements applicable to
             Acceptance Tests, prove the proper and free from any defects
             Integration and interoperability between (i) the two main Parts of
             the System, Services and their respective Functionalities, (ii)
             System, its Services and Functionalities and All systems to the
             extent in compliance with this Contract of the Purchaser with which
             it corresponds and co-operates and/or correlates.

1.43.        "Acceptance Tests" means the acceptance tests as described in a
             greater detail in respective Annex 14 hereto, to be performed
             before either - Part of the System is taken over by the Purchaser
             in accordance with Section 17, which tests shall prove mainly and
             without limitation that (i) Supply of the Part of the System
             including all of the applicable Works has been performed fully in
             compliance with the description and specification of the Supply as
             required by and set forth in this Contract (ii) tested Part of the
             System may be taken over and thus commercially used, (iii) proper
             and free from any defects Integration of each Part of the System,
             its Service and Functionalities into All systems of the Purchaser
             with which it corresponds and co-operates and/or correlates, if
             applicable. Acceptance Tests shall result in an approval or
             rejection of the Supply of the tested Part of the System.

1.44.        "Completion Date" means the time stated in Section 15 upon which
             (i) completion of delivery shall be accomplished and (ii)
             Acceptance Tests and/or PPS Acceptance Tests have been successfully
             passed with respect of respective Part of the System, Service and
             Functionalities related thereto as described in Annex 14.


1.45.        "Variation Order" means any written order, identified as such,
             issued to the Supplier by the Purchaser under Section 20.


1.46.        "Acceptance Test Period" means a period from the date " Ready for
             Acceptance" to the end of acceptance testing when the System or
             Part thereof is accepted for commercial use. In Principle
             Acceptance Test Period shall last/take 6 weeks, however, it shall
             in no case exceed 3 months after the Ready for Acceptance Date has
             been announced. By the start of commercial use the Acceptance Test
             Period will be deemed as successfully passed.


1.47.        "Affiliate" means a Subsidiary or a Holding Company of a person or
             any other Subsidiary of that Holding Company.


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1.48.        "Authorisation" includes a consent, approval, resolution, license,
             exemption, filing or registration.

1.49.        "Business day" means a day (other than Saturday and Sunday and
             other than a state holiday), on which banks are open for business
             in the Slovak Republic.

1.50.        "Business hours" means a special part of the Business day from 8:00
             to 18:00 hrs.

1.51.        "Disclosure" means any release or disclosure or access, or permit
             to be released or disclosed or made available or accessible.

1.52.        "Participant" means a person with whom a Party is proposing to
             enter or has entered into contractual relationship especially
             regarding the technical solution of the
             interface/Integration/interconnection of the System into the
             Purchaser's All systems in connection with the mutual negotiations
             regarding supply, installation and implementation of IN System
             between the Parties in compliance with the Letter of Intent
             concluded by and between the Parties on March 8, 2001 as amended.

1.53.        "Regulation" means any regulation, rule or official directive of
             any governmental, intergovernmental or supranational body, agency
             and department or regulatory, self-regulatory or other authority or
             organisation.

1.54.        "Representatives" means officers, directors and external counsels
             and consultants or other professional advisers of a Party, duly
             appointed by a Party.


1.55.        "Total Price" means the amount that shall be payable by the
             Purchaser to the Supplier provided the procedure under Section
             35.7.2 is met. Total Price shall equal to 11,300,000.00 EUR, less
             the Contract Price, then adjusted for and according to the nominal
             price of the executed Variation Orders, and then adjusted for and
             according to the difference incurred as a result of the price of
             the configuration of the System pursuant to the Letter of Intent
             (which is the actual Contract Price) and the nominal price value
             of the configuration of the System as described in this Contract
             and relevant Annexes as of the Commencement Date. For the purpose
             of the calculation of the price difference as referred to herein
             above Parties shall agree upon the nominal price of the changed
             configuration of the System in comparison to this defined by the
             Letter of Intent, not later than at the Commencement Date.
             Parties hereto hereby represent that it is their mutual
             understanding that the Contract Price shall not differ from the
             price as stipulated in Section 3.1(ii) agreed upon between the
             Parties in the Letter of Intent, irrespective and regardless of
             the price impact of the changed System configuration. Furthermore
             the Parties hereto hereby represent that it is their mutual
             understanding that the minimum Total Price shall not be less than
             8,852,839.00 EUR, which is equal to 11,300,000.00 EUR less the
             Contract Price of 2,447,161.00 EUR, except when agreed to in the
             form of a Variation Order or otherwise agreed by the Parties.


1.56.        "Confidential Information" means all non-public technical or
             business information that one Party hereto (the "Disclosing
             Party") designates as being confidential and/or marked as
             proprietary which, under the circumstances surrounding disclosure
             known to the other Party hereto (the "Receiving Party"), ought to
             be treated as confidential or any information of such



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             a nature that a reasonable person would understand that such
             information is confidential . Confidential Information includes,
             without limitation, any information, including technical, business
             or commercial information, specifications, drawings, sketches,
             models, samples, data, computer programs, software, or
             documentation, in whatever form recorded or orally provided, and
             information received from others that Disclosing Party is
             obligated to treat as confidential. Confidential Information
             shall not include any information that: (i) is or consequently
             becomes publicly available otherwise than by Receiving Party's
             breach of this Contract or by breach of any legal provision; or
             (ii) information which was previously known by a Party free of any
             obligation to keep it in confidence.


1.57.        The headings and titles in these Conditions shall not be deemed
             part thereof or be taken into consideration in the interpretation
             or construction of the Contract.

1.58.        Words importing persons or parties shall include firms and
             corporations and any organisation having legal capacity. Words
             importing the singular only also include the plural and vice versa
             where the context requires.

1.59.        Wherever in the Contract provision is made for a communication to
             be "written" Communications or "in writing" this means any
             hand-written, type-written or printed communication, including
             telex, cable and facsimile transmission.

1.60.        Wherever provision for giving a notice, consent or approval by any
             person is made in this Contract, such consent or approval shall not
             be unreasonably withheld. Unless otherwise specified, such notice,
             consent or approval shall be in writing and the word "notify" shall
             be construed accordingly.

1.61.        Whenever the Supplier is entitled to be paid cost in this Contract,
             such cost shall be properly incurred and shall include any overhead
             charges properly allocatable thereto but not profit unless so
             stated.


1.62.        In these Contract "day" means calendar day, "month" means 30 days,
             "12 months" means year and "year" means 365 days.

2            ASSIGNMENT.

             Neither the Supplier nor the Purchaser shall assign, in whole or in
             part, his obligations to be performed or his rights to be executed
             under the Contract without prior written consent of the other
             Party, except when rights and obligations of either the Purchaser
             or the Supplier shall be generally transferred to the legal
             successor of referred Party upon prior written notice of the
             concerned Party to the other Party.

3            SUBCONTRACTING

             The Supplier shall not subcontract the whole Supply of the System
             except where otherwise provided in Amendments the Supplier shall
             not subcontract any part of the Supply of the System without prior
             written consent of the Purchaser. The Supplier shall, however, not


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             require such consent for purchase of materials or to place
             contracts for minor details or for any part of the Supply or for
             which the manufacturer, the supplier or licensor is named in the
             Contract, notwithstanding the Supplier shall notify the Purchaser
             in writing on the above-mentioned. The Supplier shall be
             responsible for the acts, defaults and neglects of any Sub Supplier
             , his agents or employees as fully as if they were the acts,
             defaults or neglects of the Supplier, his agents or employees.

             Any Subcontracting to Siemens Aktiengesellschaft [Ouml]sterreich
             and/or Siemens AG M[uuml]nchen/Berlin shall be performed without
             any further prior written consent.

4            PURPOSE OF THE CONTRACT

             The Purchaser issued a Request for Quotation (RFQ) to
             telecommunications network equipment vendor, the Supplier, to
             submit proposals to supply the Purchaser with equipment and
             Software and Functionalities, requested by the Purchaser, for
             introducing and implementing IN Based VPN and PPS Services within
             the existing GSM Network of the Purchaser for the life-Trial
             Period.

             By entering into this Contract the Purchaser and the Supplier agree
             on all the terms and conditions applicable to their respective
             rights and obligations regarding the IN System and the Supply of
             Hardware, software, Works and complementary equipment by the
             Supplier to the Purchaser and determine the general conditions of
             delivery, implementation and service of the Supplier. The Purpose
             of this Contract is the introduction and implementation of IN Based
             VPN and PPS Services within the existing GSM Network for the Trial
             Period.

             It is the intent of the Parties that this Contract shall set forth
             the terms and conditions on Supply, installation, implementation,
             licensing, Integration and set into life test/trial operation of
             the IN Based PPS and VPN so that it shall be in harmony to the
             extent possible with the terms incorporated in the Letter of Intent
             (attached to this Contract) and which comes out from Siemens AG
             Offer except for any of its enclosures, appendices, annexes
             providing for price calculation.


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             The purpose of this Contract is to provide for the terms and
             conditions governing the relationship between the Parties hereto in
             respect of the Supply, installation, implementation, Integration
             and set into operation of the System.

5            LANGUAGE


             This Contract is written in English language. The language for day
             to day communications shall be the English and/or Slovak language.


6            PRIORITY OF CONTRACT DOCUMENTS

             Unless otherwise provided in the Contract the priority of the
             Contract documents shall be as follows:

             1.   This Contract including the terms and conditions of the
                  Contract

             2.   The Annexe(s)

             3.   Any other documents mentioned in the Contract.


             In case of any discrepancy between the above documents the text of
             this Contract shall always prevail over any of the Annexes except
             the Contract itself. Each Annex shall prevail over the documents
             referenced in said Annex. Later made addendums and amendments alter
             the contents of this Contract only to the extent expressly agreed
             upon between the parties; all other conditions shall always remain
             unchanged.


             As the Annexes constitute an integral part of the Contract, any
             breach or infringement of whichever duty, obligation or commitment
             of either Party shall be deemed as breach or infringement of the
             Contract and shall invoke corresponding consequences.

PART II - TERMS AND CONDITIONS


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7            SCOPE OF THE SUPPLY


             This Contract shall set out the terms and conditions as well as the
             obligations of the Supplier related to and associated with the
             Supply of the System.

             The Supplier is obliged to supply and/or licence any and all
             components and/or segments of the System as described in Annex 12,
             necessary for its set into proper operation and proper operation
             and functioning of the Services and Functionalities as defined in
             Annex 1 and Annex 2 for the Trial Period; which means including
             without limitation


             (i)     supply of any Hardware and any other complementary
                     equipment, assign the title thereto and

             (ii)    licence of a non-transferable, limited for the Trial
                     Period and non-exclusive right to use any and all
                     of the Application software together with its
                     documentation, manuals, know-how, any related
                     documentation, and the like which will be generated,
                     developed and/or furnished under the Contract,

             (iii)   licence of a transferable, non-exclusive right to use the
                     Operating System software for unlimited period of time
                     together with its documentation, manuals, know-how, any
                     related documentation, and the like which will be
                     generated, developed and/or furnished under the Contract,
                     which eventual transfer shall be subject to terms and
                     conditions under this Contract,

             (iv)    licence of a non-transferable, limited for the Trial Period
                     and non-exclusive right to use any and all of the Other
                     software together with its documentation, manuals,
                     know-how, any related documentation, and like which will be
                     generated, developed and/or furnished under the Contract,

             (v)     performance of any and all of the Works/Services necessary
                     for proper installation and implementation and proper
                     Integration, which Works includes without limitation also
                     training services as described in Annex 5 ,project
                     organisation services as described in Annex 6

             (vi)    performance of the other Works, which shall include without
                     limitation warranty services as described in Annex 4,
                     support services as defined in Annex 4,


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             Duration of the Trial Period is 12 months. The Parties thereto
             agreed that the Trial period shall begin to run as of the
             occurrence of the issuance of the Taking-over certificate in
             respect of the VPN Part of the System, by the Purchaser.

             The Supplier is obliged to ensure, that the VPN Part of the System,
             including its Service and Functionalities , is based on CAMEL ph1.

             Parties agreed that upgrade to CAMEL phase 2 for Operating System
             Software as described in Annex 8 and Other software as described in
             Annex 7 will be provided by the Supplier within this Contract once
             available from the Supplier and requested by the Purchaser. The
             price for upgrade to CAMEL phase 2 for Operating System Software as
             described in Annex 8 and Other software as described in Annex 7 is
             already included in the price for the proper and full integration
             of the VPN Part of the System into the Support systems of the
             Purchaser as specified in Annex 17. If CAMEL phase 2, mentioned
             herein above, is required by the Purchaser, but at that time is not
             available from the Supplier, the Parties hereby covenant and
             undertake to negotiate, in good faith, the Supply of CAMEL phase 2
             to the Purchaser from the Supplier or to negotiate an alternative
             solution, whereby such Supply or alternative solution shall be free
             of charge with respect to the upgrade for Operating System Software
             as described in Annex 8 and Other software as described in Annex 7
             only.


             The Supplier is obliged to ensure that PPS Part of the System,
             including its Service and Functionalities which shall be provided
             for the Purchaser, is based on CAMEL phase 2. The parties agreed
             that price of upgrade to CAMEL phase 2 for Operating System
             Software as described in Annex 8 and Other software as described in
             Annex 7 provided by the Supplier is already included in the price
             for the proper and full integration of the PPS Part of the System
             into the Support systems of the Purchaser as specified in Annex.18.
             Specifications of the CAMEL phase 2 as well as price for CAMEL
             phase 2 for Application Software are described in Annex 19.

             The Supplier and the Purchaser hereby declare that it is their
             mutual understanding that the amount specified in respective item
             of Annex 19 in the amount of EUR 242 600,- represents meaningful
             and reasonable cost occurred with respect to the integration into
             the Base Network systems of the Purchaser and therefore and as such
             shall be fully borne by the Supplier as "EuroTEL Project Specific
             Discount".

             Notwithstanding the foregoing, the Parties hereby mutually
             understand and agree that the price for CAMEL phase 2 specified in
             the Annex 19 as "Total price without VAT for CAMEL phase 2" shall
             be the price ceiling with respect to CAMEL phase 2 as specified in
             Annex 19 and that the Purchaser shall not, in any case, with
             respect to CAMEL phase 2 as specified in Annex 19, pay anything in
             excess of the amount specified in Annex 19 as "Total price without
             VAT for CAMEL phase 2" except for the respective VAT.

8.           GENERAL OBLIGATIONS OF THE SUPPLIER


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8.1.         The Supplier shall, in accordance with the Contract, with due care
             and diligence of a prudent businessman, including without
             limitation:

             (i)     Supply the System (VPN Part of the System and PPS Part of
                     the System),


             (ii)    test both Parts of the System including securing the
                     proper set up of the Services, Functionalities,


             (iii)   perform all of the obligations applicable, attributable to
                     the VPN or PPS Parts of the System within the
                     time plan set out in the respective Programme,

             (iv)    notify the Purchaser in writing that the System or any
                     Part of the System is Ready for Acceptance,


             (v)     hand over the System for its usage during the Trial
                     Period and any of the related Documentation, assign
                     the title and licence where applicable based upon this
                     Contract,

             (vi)    perform the other Works, which include without limitation
                     warranty services in accordance with this Contract and
                     Annex 4, training of the Purchaser's personnel in
                     accordance with Annex 5 and such additional training that
                     the Parties may agree upon,

             (vii)   manage the project by monitoring the activities, timeplans,
                     conducting meetings, recording the minutes of meetings,
                     reporting the status of project to purchaser
                     project/programm manager

             (viii)  provide the relevant documentation based on
                     telecommunications and IT standards covering the analysis,
                     acceptance, and operations phase including operations
                     manuals

8.2.         All of the undertakings of the Supplier under this Contract shall
             be performed properly and timely, in accordance with the (i)
             Responsibility matrix, (ii) Project organisation, (iii) description
             of the System as provided for in this Contract and its Annexes, in
             compliance with the Programme and not later than on the Completion
             Date.


8.3.         The Supplier shall pay any and all reasonable and meaningful costs
             occurred with respect to the integration into the Base Network
             systems in amount of up to 2,700,000.00 EUR. The meaningful and
             reasonable costs associated with the integration into the Base
             Network system exceeding this amount and the costs related to any
             Integration works to the Support systems shall be borne by the
             Purchaser in accordance with the agreed amount of the Integration
             Price with respect to the integration into the Support systems.
             The amount of (Euro)2.700.000 is based on an order of a total
             contract volume of (Euro)11.300.000 and according to the main
             technical specifications and contents described within Siemens AG
             Offer. In case the Purchaser decides not to conclude the Final
             Agreement according to Section 35.7.3. the maximum amount of
             2.700.000 EUR shall be adapted / prorated with respect to the



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             proportion between the Total Price and the Contract Price actually
             paid. The foregoing shall not apply should the Contract be
             terminated otherwise.


8.4.         The Supplier shall be responsible for and shall perform the
             completion of the Supply of the System. The Supplier shall
             undertake the following activities for the benefit of the Purchaser
             including without limitation: place orders for the Hardware, other
             equipment and Software and commence all associated project
             management activities.


8.5.         Furthermore, the Supplier shall comply with the laws of the country
             of manufacture concerning the manufacture of the System, and the
             laws of the Slovak Republic so far as such laws concern the
             manufacture, installation and operation of the System or respective
             Part of the System. Nevertheless, the Supply of the System,
             including all the Works executed in the Slovak Republic and the
             functionality of the System as such, must comply with the Slovak
             laws and technical standards.


8.6.         The Supplier shall be responsible for and shall obtain all required
             types of approvals and certificates from the relevant Slovak
             Telecommunications or other authorities for the execution of the
             delivery, installation, implementation, Integration and operation
             of the System. The Supplier shall be responsible and shall obtain
             all licenses, permits and approval certificates and permits
             whatsoever, which may be required in the country of origin of any
             materials and equipment, within Supply of the System, to be
             exported to the Slovak republic.

8.7.         Furthermore the Supplier shall be responsible for the respective
             activities as stated in the Responsibility Matrix in the relevant
             Annex 15 to this Contract, as well as for respective activities
             stated in the Project Organisation as specified in the Annex 6 and
             for the activities as stated in the relevant Programme.

8.8.         The Supplier shall complete the Supply of the System according to
             the respective Annex - the Programme.

9.           INSTALLATION INFORMATION

             The Supplier shall provide, within due time or within the time
             stated in respective Programme appropriate information required
             for:

             (a)  preparing suitable foundations or other means of support, and


             (b)  providing suitable access on the Site for the System and any
                  necessary equipment to the place where the System or any
                  respective part of the System is to be installed, and


             (c)  making necessary connections to the System.


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10.          PERFORMANCE GUARANTEE


10.1.        The Supplier shall furnish a Performance Guarantee, issued by
             Siemens Financial Services GmbH, Munich to the Purchaser in the
             amount of (i) 1,200,000 EUR until the date of issuance of the
             Taking Over Certificate with respect to the PPS Part of the
             System; and (ii) 600,000 EUR from the Taking Over Certificate in
             respect of the PPS Part of the System until the lapse/expiration
             of the Warranty Period hereunder, in the form specified in Annex
             16 within 10 days after the Commencement Date. The Performance
             Guarantee shall be provided in a form approved by the Purchaser
             in writing. The cost of complying with the requirements of this
             Section shall be borne by the Supplier. The proceeds of the
             Performance Guarantee shall be payable to the Purchaser as
             compensation for any loss resulting from the Supplier 's failure
             to complete any its obligations pursuant to this Contract. Any
             claim made under the Performance Guarantee shall correspond to
             actual loss suffered by the Purchaser and the Purchaser shall
             not less than fourteen days prior to making a claim notify the
             Supplier in writing of its intent to do so.


10.2.        The Performance Guarantee shall be valid until the Supplier has
             executed, completed, adjusted and remedied defects in the
             System or Part of the System in accordance with the Contract and
             afterwards will automatically expire, but not before the end of
             the Warranty Period defined in this Contract. No claim for any
             loss caused after the expiration of the Performance Guarantee
             shall be made against the Performance Guarantee after the end of
             the Warranty Period and the Performance Guarantee shall be
             returned to the Supplier within 20 days after the end of such
             period.

11.          PROGRAMME


11.1.        The project time plan for both of the Services ("Programme") shall
             stipulate the time frame for the completion of the particular
             milestones of the Supply of respective Part of the System as well
             as its testing and Completion Date for the respective Part of the
             System. Programme including milestones for the Supply, testing and
             Completion of the VPN Part of the System shall be set out in the
             Annex 10 and of the PPS Part of the System shall be set out in the
             Annex 11, which Annexes constitute an integral part hereof and
             contain mainly the details of the following:

             (a)  the time plan / order / dates upon which the Supplier shall
                  carry out particular milestone sequences of the respective
                  Part of The System, expressed in a particular time frame,
                  including milestones and their definition and description
                  thereof,


             (b)  the dates by which the Supplier requires the Purchaser's
                  co-operation.


11.2.        No alteration to any of the Programmes shall be made without the
             prior written approval of the Purchaser, unless otherwise agreed in
             writing by both Parties.

11.3.        All data and periods stipulated within the time schedule are based
             on the assumption of free access to the relevant Purchaser's
             premises at any time required for the performing of



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             Contract. The Purchaser is, however, not obliged to provide the
             Supplier with any assistance and/or co-operation at times other
             than during Business hours. Notwithstanding the foregoing: the
             Purchaser shall be obliged to provide the Supplier with the
             assistance required under and in compliance with Section 17.4
             also outside the business hours.


11.4.        In case of the necessity of an extension of times stipulated in a
             relevant Programme, the amendment of the Programme shall be done
             without undue delay. The said provision shall not affect any claims
             for damages or contractual penalties, when applicable.

12.          SUPPLIER'S REPRESENTATIVE

12.1.        The Supplier shall appoint a competent representative to
             superintend the carrying out of the Supply of the System on Site.
             He shall be fluent in the English language. His name shall be
             communicated in writing to the Purchaser before work on Site begins
             pursuant to the Programme.

12.2.        Any instruction or notice which the Purchaser gives to the
             Supplier's representative shall be deemed to have been given
             to the Supplier.

13.          WORK AT SITE


13.1.        The Supplier shall provide all Supplier's Equipment necessary to
             complete the Supply of the System free of charge.


             The Supplier shall observe all applicable Purchaser's regulations,
             directives and/or bylaws and the legal regulations regarding safety
             on the Site. Such applicable Purchaser's regulations, directives
             and/or bylaws shall be submitted to the Supplier in writing within
             10 days from the Commencement Date. All data and periods stipulated
             within the time schedule are based on the assumption of free access
             to the relevant Purchaser's premises at any time required for the
             performing of the Contract. The Purchaser is, however, not obliged
             to provide the Supplier with any assistance and/or co-operation at
             times other than during the Business hours.


13.2.        The Supplier shall be entitled to use for the purposes of the
             Supply of the System including Acceptance Tests as well as PPS
             Acceptance Tests such supplies of electricity, water, gas and other
             services as may be available on the Sites free of charge.


14.          OBLIGATIONS OF THE PURCHASER


14.1.        The Purchaser shall in reasonable time grant the Supplier safe and
             free access to the Site even during night and on Saturdays Sundays
             and Holidays. The Purchaser is, however, not obliged to provide the
             Supplier with any assistance and/or co-operation at times other
             than during Business hours.


14.2.        Any building, structure, foundation or means of access on the Site
             to be provided by the Purchaser shall be in a condition suitable
             for the reception, movement, installation and


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             maintenance of the System or respective Part of the System
             within the time or times indicated in the respective Programme.

14.3.        The Purchaser is obliged to pay the Contract Price for the System
             supplied and the Works executed by the Supplier under this Contract
             and to take over all the System and the Works pursuant to this
             Contract and thus issue a Taking-Over Certificate, in the case if
             (i) the System is properly supplied and all Works are duly executed
             and (ii) all requirements on the System and its Functionalities
             agreed herein and in the relevant Annexes are fully met. The
             conditions stipulated in the Section 18 shall be met.

14.4.        Furthermore the Purchaser shall be responsible for the respective
             activities as stated in the Responsibility Matrix in the relevant
             Annex 16 to this Contract, as well as for respective activities
             stated in the Project Organisation as specified in Annex 6 and for
             the activities as stated in the relevant Programme.

14.5.        The Purchaser hereby represents and covenants to use its best
             efforts in providing the Supplier with co-operation, negotiation
             with the Participant aiming at reduction of the costs of
             Integration, assistance including but not limited to provision of
             required information, subject to restrictions imposed on the
             Purchaser by other contractual relationships the Purchaser is party
             to.


14.6.        The Purchaser shall, not later than 10 days prior to the scheduled
             date of starting of the System installation notify the Supplier
             in writing of the readiness of the Site. The representatives of
             both Parties shall then inspect the Site within 5 days of the
             date specified in the Purchaser's notice to ascertain the
             readiness of such Site for installation. The results of such
             Site inspection shall be certified in writing by the
             representatives of both parties. Minor discrepancies which do
             not affect the proper installation, testing and acceptance of
             the System shall not prevent certification of the Site concerned
             as Ready for Installation on condition that the Purchaser shall
             make good such discrepancies as soon as possible and in any
             event in sufficient time for the necessary testing and
             acceptance in accordance with the relevant project time schedule.

14.7.        The Purchaser shall provide on Site all the Power Supply necessary
             for the operation of the System.

14.8.        Copyright to all Documentation, including but not limited to
             drawings, specifications, manuals, documents, data, and software
             provided by one Party to the other under this Contract shall remain
             with the author. The receiving Party shall be deemed to have a
             non-exclusive royalty-free right to use the Documentation for the
             purpose that is in accordance with this Contract. Unauthorised
             copying (except of copying or other reproducing permitted by the
             applicable legal provisions) shall be strictly prohibited.

             Without prejudice to the generality of the aforesaid, more specific
             terms and conditions are set forth hereinafter.


14.9.        The Purchaser shall have the right to use and to start,



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             business simulations in the form of the operation of both Parts
             of the System for the limited groups of the Purchaser's clients
             as soon as the Ready for Acceptance milestone will have been
             announced, however, such use within business simulations shall
             not be deemed as a beginning of the commercial use of the
             respective Part of the System, Service and Functionalities
             and/or the prove of the Completion of the Part of the System and
             Taking over of the System or Part of the System. Notwithstanding
             the foregoing: the business simulations tests should not be
             performed in a way detrimental to the then current stage of
             Acceptance Tests/PPS Acceptance Tests.


14.10.       The purchaser is obliged to deliver all necessary information about
             the current prepaid solution and/or its interfaces adaptation
             required by the supplier in the time and quality as mutually agreed
             by both the parties in Requirements Specifications, Acceptance Test
             Specification (ATS). Should he fail to do so the supplier shall not
             be liable for delivery times and quality of functionalities
             affected. The aforementioned shall not prejudice the supplier from
             making all reasonable effort to comply with his obligations
             hereunder duly and on time. The adaptation of interfaces requested
             by supplier shall be reasonable, technically feasible and mutually
             agreed to.

15.          COMPLETION DATE-


15.1.        Supply of the System shall be considered completed when the later
             of the following events occurs


             (i)     Acceptance Tests of the VPN Part of the System, its
                     Service Functionalities set into operation has been
                     successfully passed and Taking-Over Certificate has been
                     issued

             (ii)    PPS Acceptance Tests of the PPS Part of the System, its
                     Service and Functionalities set into operation has been
                     successfully passed and Taking-Over Certificate has been
                     issued


15.2.        Supply of the respective Part of the System shall be considered
             Completed when the latest of the following events occurs

             (i)     the respective Part of the System, has been supplied,
                     licensed, installed, implemented, Integrated into and with
                     All systems of the Purchaser and set into operation and as
                     such ensuring the proper functioning of respective Service
                     and Functionalities related thereto and based thereupon has
                     been set into operation in accordance with the requirements
                     set out in this Contract, ensuring their proper operation
                     in accordance with the requirements set out in this
                     Contract, and

             (ii)    VPN Part of the System has successfully passed the
                     Acceptance Tests, or PPS Part of the System has
                     successfully passed the PPS Acceptance Tests


             (iii)   Taking-Over Certificate has been issued in compliance with
                     this Contract.


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15.3.        The Completion Date for the respective Part of the System that is
             included in the respective Programme, shall mean the deadline date
             as of which the Supply of the Part of the System shall be Completed
             and all of the milestones set out by the particular Programme shall
             be met.


15.4.        The completion of the fulfilment of the particular milestone within
             the Supply of the Part of the System as well as the completion of
             the respective Part of the System shall be finalised, completed and
             met within and in compliance with the time plan stipulated in the
             respective Programme.

15.5.        The Completion Date may be appropriately postponed for the time
             period calculated in compliance with the provisions of this
             Contract, if necessary and if any of the following events occur:


             (a)  extra or additional supply has been agreed upon in compliance
                  with Section 20 hereof and completed,

             (b)  placement of the Purchaser's instructions, other than those
                  caused by, associated with and aiming at the adjustment the
                  non-performance and/or improper performance or conduct of the
                  Supplier,

             (c)  caused breach of the undertaking of the Purchaser prescribed
                  by this Contract, should effect of such a breach being of a
                  nature and magnitude consistent with which caused the delay
                  occurred,

             (d)  occurrence of the impediment or obstacles which arose
                  independently of the liable party's will and which prevent
                  this party from performing its obligation, provided that it
                  cannot be reasonabley expected that the obligated party could
                  avert or overcome such an obstacle or its consequences and
                  further that the occurrence of such an obstacle was
                  unpredictable at the time when the obligated party undertook
                  to perform such obligation,


15.6.        If one of the aforementioned reasons/cases occurs before the
             stipulated Completion Date, the Supplier may be entitled to such
             extension as may be justified and reasonable, provided that the
             Purchaser is, within not more than 2 Business days from the day
             when one of the aforementioned reasons/cases occurs, notified in
             writing of Supplier's intention to extend the time for the
             Completion Date and the respective milestone timing. However,
             the above mentioned procedure shall not be applied to the
             extension referred to in Section 15.5.(a) as the Variation Order
             under Section 20 shall include the mutual understanding of the
             time extension applicable and corresponding amendment to the
             Programme shall be concluded.

15.7.        Extension of the time shall be executed in a manner and by virtue
             of the amendment of the respective Programme performed by the
             Parties hereto.



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16.          DELAY IN COMPLETION


16.1         Notwithstanding the foregoing, the Supplier shall submit to the
             Purchaser in writing Progress Reports to the Purchaser on the
             progress of the Supply of the Part of the System ("Progress
             Report") on a weekly basis, as of the first Business day of the
             then current week of the Programme. Notwithstanding the foregoing,
             the Supplier shall submit the Progress Report with respect to the
             particular Milestone on the date of the completion of the then
             current particular Milestone as such date of completion of the
             Milestone being stipulated in the respective Programme ("Milestone
             Progress Report").


             The Progress Report shall contain a detailed description and
             exhibit of the current state of Supply performed, in comparison
             with the Programme. The Progress report shall be in accordance with
             the Programme. Furthermore it shall provide for the description of
             the activities performed, indication of the non-compliance of the
             performance with the respective Programme, problems, troubles, as
             well as their reasons, trouble resolution activity, required
             activity and assistance from the Purchaser and estimate of the time
             delay caused by reported problems/troubles, if any.

             In addition and notwithstanding the foregoing Section the Supplier
             shall in the Milestone Progress Report also report either on (i)
             full completion and finalisation of any and all of the supplies and
             work performances of the then current Milestone as stipulated in
             and in compliance with the respective Programme, or (ii) the
             partial completion and finalisation of any and all of the supplies
             and works performances of then current Milestone as stipulated in
             and in compliance with the respective Programme, or (iii) a failure
             of the completion and finalisation of the then current Milestone.


16.2         The Purchaser shall be entitled to a contractual penalty (which
             shall have the same meaning as "liquidated damages") and any of the
             remedies and/or claims as set out herein, if (i) the Supplier fails
             to complete the Ready for acceptance ("RFA") Milestone, as referred
             to herein within the time limits stipulated for its completion and
             finalisation pursuant to the respective Programme, and the failure
             is attributable and due to the reasons on the Supplier's side
             or (ii) there occurs any other kind of material delay in the
             fulfilment of any of the Supplier's undertakings provided for
             in this Contract,


16.3.        The Supplier shall promptly notify the Purchaser, by the Progress
             Report and/or Milestone Progress Report or by any other means, in
             writing, of the occurrence of the delay, its likely duration and
             its cause(s). If the Supplier neglects to provide this
             notification, the Supplier shall have no right to refer to
             circumstances excluding his liability.

16.4.        The amount of contractual penalty applicable to the failure as
             referred to in Section 16.2 shall be 2,500 EUR per commenced day of
             delay. The contractual penalty shall be computed for each day of
             delay which is the period between the date of Ready for acceptance
             Milestone as stipulated by the applicable Programme and the actual
             date of completion of the Ready for acceptance Milestone.

16.5.        The cumulative amount of all of the claimed and paid contractual
             penalty shall in no case exceed 1,000,000.00 EUR.


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16.6.        The Purchaser shall have the right to claim damages in excess of
             the amount of the contractual penalty, however only to the extent
             of the limitation of liability as referred to hereinafter. The
             Purchaser shall be entitled to claim contractual penalty even where
             it has not suffered any damage and regardless whether damage was
             caused or not.

16.7.        If the Supplier fails to (i) complete any Milestone, or (ii)
             Complete any of the Part of the System within and in compliance
             with the Programme, the Purchaser is entitled, by the prior notice,
             including without limitation to withdraw from the Contract, or to
             require the finalisation of the completion as referred to herein
             within an extended additional time, according to the nature of the
             non performance. If the non performance is not fundamental, the
             notice requiring completion shall fix an additional time for
             completion which shall be reasonable.

             In determining whether a failure as referred to hereinabove or to
             perform any of the obligations amounts to a fundamental
             non-performance regard shall be held, in particular, to whether

             (i)     the Supplier while non-performing, knew, or could have
                     reasonably predicted at the time of conclusion of this
                     Contract, taking into account the purpose of the Contract,
                     that the Purchaser would not be interested in performance
                     of the obligation in the event of such non performance,

             (ii)    the non-performance substantially deprives the Purchaser of
                     what it was entitled to expect under the Contract,

             (iii)   the non-performance is intentional or reckless, and/or is
                     attributable or due to the negligent performance of the
                     Supplier's undertakings under this Contract

             (iv)    the non-performance gives the Purchaser reason to believe
                     that it cannot rely on the Supplier's future
                     performance.

             If the Supplier fails to complete within such additional time, and
             this is not due to a cause for which the Purchaser or some other
             person employed by him is responsible, the Purchaser may by further
             notice to the Supplier either:

             (a)  require the Supplier to complete, or

             (b)  immediately withdraw from the Contract.

             The Purchaser shall give credit for the value of any part of the
             Supply which shall not be repatriated to the Supplier. Decision on
             what part of the Supply shall remain in the possession of the
             Purchaser shall remain fully in the discretion of the Purchaser.


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17.          ACCEPTANCE TESTS / PPS ACCEPTANCE TESTS


17.1.        The purpose of the acceptance test is without limitation to (i)
             test whether the Supply including all of the Works has been
             performed fully in compliance with the description and
             specification of the Supply as required by this Contract (ii) prove
             that the System and/or respective Part thereof may be taken over
             and thus commercially used, and (iii) result in an
             approval/rejection of the Supply.

             Supply of the VPN Part of the System shall be considered
             Completed when the VPN Part of the System, its Service and
             respective Functionalities has been Supplied, including
             installation, implementation, Integration and set into
             operation, and have successfully passed the Acceptance Tests and
             Taking-Over Certificate has been issued in compliance with this
             Contract. Acceptance Tests shall be performed in accordance with
             the procedures set forth herein, in relevant Annex 14 and in
             other respective documents. Approval of the delivery shall be
             executed or considered to be at hand, when any of the criteria
             mentioned below has been fulfilled in accordance with this
             Contract.

             Supply of the PPS Part of the System shall be considered Completed
             when the PPS Part of the System, its Service and respective
             Functionalities has been Supplied, including installation,
             implementation, Integration and set into operation, and have
             successfully passed the PPS Acceptance Tests and the Taking-Over
             Certificate has been issued in compliance with this Contract. PPS
             Acceptance Tests shall be performed in accordance with the
             procedures set forth herein, in relevant Annex 14 and in other
             respective documents. Approval of the delivery shall be executed or
             considered to be at hand, when any of the criteria mentioned below
             has been fulfilled in accordance with this Contract.

17.2.        The parties shall agree on the contents of the Acceptance Tests
             Specification ("ATS"), which shall contain a description of each
             planned test case and the desired result. Furthermore, the
             Parties hereto shall also agree upon the Acceptance Tests
             Procedures ("ATP") which in greater detail shall contain a time
             plan , terms and conditions for Acceptance Tests and/or PPS
             Acceptance Tests, a detailed description of the responsibilities
             of the Parties hereto, staffing, successful-result-of the
             Acceptance Tests and/or PPS Acceptance Tests criteria,
             prerequisites of the Acceptance Tests and/or PPS Acceptance
             Tests, as applicable. Purchaser's acceptance or rejection shall
             only depend upon the result of the test cases specified in the
             Acceptance Tests Specification.

17.3.        The preparation of the System/Part of the System Acceptance will be
             carried out according to the following time schedule:


             .  The Supplier shall provide the Acceptance Tests Specification
                forty (40) Business days prior to the commencement of the
                Acceptance Tests or PPS Acceptance Tests, as applicable.

             .  The Purchaser shall respond with request for changes twenty (20)
                Business days prior to the commencement of the Acceptance Tests
                or PPS Acceptance Tests, as applicable. The Purchaser has the
                right to require additional reasonable tests.

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             .  Both parties negotiate changes between the 20th to 10th Business
                day prior to the commencement of the Acceptance Tests or PPS
                Acceptance Tests, as applicable. In case of rigorous objections
                or different opinions on the Acceptance Tests Specification the
                issue shall be resolved by the Project Managers as defined in
                Annex 6 in a meeting within the said time period.


             .  The final agreed version of Acceptance Tests Specification will
                be provided to the Purchaser ten (10) Business days prior to the
                commencement of the Acceptance Tests or PPS Acceptance Tests, as
                applicable.

17.4.        The Supplier shall provide guidance and documentation that is
             necessary to perform Acceptance Tests and PPS Acceptance Tests
             including information of personnel requirements (qualification
             and duties), list of tools and test equipment (common and
             special equipment) and Acceptance Tests and PPS Acceptance Tests
             manuals/procedures. Necessary tools and test equipment required
             for Acceptance Tests shall be provided by the Supplier. During
             PPS Acceptance tests, the supplier shall be obliged to provide,
             at no additional charge, all required support in non-business
             hours as well. In case, the performance of an activity during
             non-business hours is due to apparent delay in Purchaser's
             obligations fulfilment, the Supplier may charge for non-business
             hours activity in accordance with reasonable price mutually
             agreed upon.

17.5.        The Acceptance Tests and/or PPS Acceptance Tests shall consist of
             the following tests:


             .  Unit tests focused on basics unit test of hardware, network,
                database and operating systems

             .  Application tests focused on testing the application behaviour
                and its functionality, no matter whether it was standard,
                customised or specially developed for Purchaser.

             .  Integration tests focused on interoperability testing among the
                appropriate equipment and their parts.

             .  Performance tests focused on performance testing of the
                services.


             .  Business simulations tests focused on simulating the live
                operations for friendly customers

17.6.        The System or any Part thereof, as well as its Service and
             Functionalities related thereto and based thereupon shall, during
             this test sequence, operate according to the specifications set out
             in this Contract and according to the terms and schedule stipulated
             in respective documents mentioned herein, especially it shall
             conform to the authoritative standards appropriate in the Slovak
             Republic as such standards shall be the latest issued.


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17.7.        The System as well as any Part of the System supplied by the
             Supplier under this Contract shall be "brand new". The testing
             and quality assurance procedures of the Supplier at the
             manufacturing facilities of System or any Part thereto can be
             provided upon Purchaser's request. The testing and quality
             assurance procedure shall be performed at the place agreed upon
             by the Parties. The Supplier shall provide the factory test
             protocols with each completion of the particular Milestone. Each
             Party will bear its own logistic costs. Logistic costs means the
             costs related to the execution of the Acceptance Tests and/or
             PPS Acceptance Tests and quality assurance procedures of the
             Supplier at the manufacturing facilities, if any, including
             without limitation assistance, all employees accommodation,
             pocket cash, travel costs.

17.8.        Costs related to technical and /or technological aspects of the
             testing and of the System or any Part of the System as referred
             to without limitation in Section 17.4. shall be borne by the
             Supplier.

17.9.        If the Milestone Ready for acceptance ("RFA") is met, the Supplier
             shall give to the Purchaser written notice 14 days before RFA.
             Unless otherwise agreed, the Acceptance Tests or PPS Acceptance
             Tests, as applicable, shall start within 14 days after RFA.

17.10.       If the Purchaser fails to appoint a time of the Acceptance Tests or
             PPS Acceptance Tests, as applicable, within the time period of
             14 days as referred to hereinabove or does not attend at the
             time and place appointed, the Supplier shall be entitled to
             proceed with the Acceptance Tests or PPS Acceptance Tests, as
             applicable, in his absence, but always in presence of reliable
             and impartial person literate in the area of the performance of
             similar projects to this described herein. Such person shall be
             determined by the Supplier upon his discretion, but following
             the requirements referred to heireinabove. Notwithstanding the
             foregoing the Supplier shall notify in writing the Purchaser on
             the choice of such a person, his/her name, surname and
             professional curriculum vitae, its intention to commence the
             Acceptance Tests or PPS Acceptance Tests, as applicable, in
             Purchaser's absence. Such notice shall be delivered to the
             Purchaser not later than 2 Business days prior the actual date
             of the commencement of the Acceptance Tests or PPS Acceptance
             Tests, as applicable, . The results of such Tests duly carried
             out in the absence of the Purchaser shall be deemed as accurate.
             If the results are successful, the Purchaser is obliged to issue
             the Taking Over Certificate as specified in Section 18. The time
             period referred to in this Section shall not apply for the
             "Business simulation tests", which constitutes an integral part of
             Acceptance Tests or PPS Acceptance Tests, as applicable, and
             shall not be in any case deemed as a commercial operation of the
             System or of respective Part of the System. The Purchaser is,
             however, not obliged to provide the Supplier with any assistance
             and/or co-operation at times other than during the Business
             hours. During PPS Acceptance tests, the supplier shall be
             obliged to provide, at no additional charge, all required
             support in non-business hours as well. In case, the performance
             of an activity during non-business hours is due to apparent
             delay in Purchaser's obligations fulfilment, the Supplier
             may charge for non-business hours activity in accordance with
             reasonable price mutually agreed upon.


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17.11.       If any of the Hardware, Software, any other complementary equipment
             or segment of the Part of the System, its Service or any of the
             Functionalities or its operation is found to be defective or fails
             to comply with the parameters and requirements stipulated in the
             Contract, the Tests shall be repeated on the same terms and
             conditions or the Purchaser may reject the acceptance.

17.12.       Notified defects shall be categorised into three different types:

               .     Severe Defects preventing further Acceptance Tests or PPS
                     Acceptance Tests, as applicable or is severely impaired.
                     Some or all of the System functions supporting the business
                     critical processes have failed in a way that these system
                     functions are either not operative or limited in function,
                     causing Purchaser's business to be critically affected.


               .     Substantial Defects not preventing further Acceptance Tests
                     or PPS Acceptance Tests, as applicable but necessary to
                     correct in order to take the system into operation, since
                     they have substantial impact on operations of the system.
                     One of the System functions supporting the business
                     critical processes has failed in a way that these System
                     functions are limited in function causing Purchaser's
                     business to be significantly affected

               .     Minor Defects not preventing further Acceptance Tests or
                     PPS Acceptance Tests, as applicable or a meaningful
                     operation. They have minor impact on functionality and
                     operations of the System. The System is operative with some
                     functions being limited or non-time critical functions
                     being inoperative.


17.13.       If the respective Part of the System Supplied fails to comply with
             the parameters stipulated in the Contract on the repetition the
             Purchaser shall be entitled to:


             (a)  order further repetition of the Acceptance Tests or PPS
                  Acceptance Tests, as applicable, or

             (b)  reject the respective Part of the System in which event the
                  Purchaser shall have the same remedies against the Supplier as
                  are provided under Section 19.9 b), or

             (c)  issue a Taking-Over Certificate, notwithstanding that the
                  respective Part of the System is not free from any and all
                  defects.


17.14.       Severe and Substantial Defects shall be corrected before or during
             the Acceptance Tests or PPS Acceptance Tests, as applicable. Delays
             in testing as a result of Severe and Substantial Defects will
             extend the time for Acceptance Tests or PPS Acceptance Tests, as
             applicable at Supplier's expense. Acceptance cannot be rejected due
             to minor faults which do not in any way materially affect the
             operation of the respective Part of the System, System, any of its
             Services and Functionalities, provided that the Supplier shall, in
             the reasonably shortest possible time stipulated by the Purchaser,
             accomplish all repair. Minor Defects shall not prevent acceptance
             or approval and may be corrected during the Warranty Period.


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17.15.       If, during the Acceptance Tests Period, there is a failure due to a
             cause attributable to the Supplier , the Supplier shall make,
             without additional charge, all modifications and/or all repairs
             including without limitation any replacements which may be
             necessary to rectify the failure and fulfil its contractual
             obligations.

17.16.       The Supplier shall document all Acceptance Tests or PPS Acceptance
             Tests, as applicable performed, including their outcome, during the
             Acceptance Tests Period or before. Each test shall be documented by
             the Test Protocol signed by both Parties hereto. If the tested Part
             of the System, respective Service and Functionalities related
             thereto and based thereupon meet the prescribed performance and
             operation specifications, the Acceptance Tests or PPS Acceptance
             Tests, as applicable shall be qualified as successfully passed.


17.17.       When two measurement results differ, when applicable, the Supplier
             shall be required to satisfy the Purchaser of Acceptance Tests or
             PPS Acceptance Tests, as applicable results. The Supplier is
             obliged to repeat the Acceptance Tests or PPS Acceptance Tests, as
             applicable, in reasonable and necessary extent, any such reasonable
             additional costs to satisfy the Purchaser.

17.18.       Nothing in this section shall in any way release the Supplier from
             any warranty or other obligations hereinafter.


             Acceptance Tests or PPS Acceptance Tests, as applicable, are deemed
             as successfully passed, when there is no substantial or severe
             defect detected in the course of testing.


18.          TAKING OVER


18.1.        The VPN Part of the System shall be taken over and a
             Taking-Over-Certificate shall be issued by the Purchaser, when it
             has successfully passed the Acceptance Tests.

18.2.        The PPS Part of the System shall be taken over and a
             Taking-Over-Certificate shall be issued by the Purchaser when it
             has successfully passed the PPS Acceptance Tests.


18.3.        Taking-Over Certificate shall be issued by the Purchaser not later
             than the second Business day following the day when the Acceptance
             Tests and/or PPS Acceptance Test has been successfully passed and
             delivered to the Supplier the same day. The period between the
             announcement for Ready for Acceptance Tests and Issuance of Taking
             Over Certificate shall be 6 weeks in principal, however, in no case
             shall exceed 3 months.


18.4.        The Purchaser shall not commercially use any Part of the System
             before a Taking-Over Certificate has been issued in respect
             thereof. .


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             The Purchaser is allowed to use both Parts of the System for the
             business simulations which use shall not be deemed as a (i)
             beginning of the commercial use of the respective Part of the
             System, Service and Functionalities and/or (ii) Taking over of the
             System or respective Part of the System.

             Any Part of the System shall not be deemed taken over unless it is
             supplied in a manner that all of the Service and Functionalities
             operate in compliance with the operation description set forth in
             this Contract.


19.          WARRANTY


19.1.        The Supplier warrants that the Hardware supplied under the Contract
             is new, unused, and incorporate all recent improvements in design
             and materials. The Supplier further warrants that all Hardware
             supplied under this Contract shall for a Warranty Period have no
             defects arising from design, materials or workmanship of the
             Supplier, that may develop in normal use of the supplied Hardware.

19.2.        The Supplier warrants with respect to Operation System software,
             Application Software and Other Software that it conforms to all
             requirements and shall be free of defects during the Warranty
             Period.

19.3.        The Supplier guarantees and warrants that the System and/or any
             Part of the System will be free from any design, operational and
             functional defects as well as any epidemic and/or systematic faults
             or operation interruptions which adversely affect the performance
             of the System or any Part of the System as well as Services, any
             and all of the Functionalities as defined in the operation
             requirements stipulated in this Contract during the Warranty
             Period.

19.4.        The Supplier shall be responsible for and undertakes to adjust and
             repair whatever defects, faults, operation interruptions and the
             like, which might appear or may develop in the course of operation
             and normal use of the System or any Part thereof, regardless
             whether due to or arising from defective Hardware, Software, Works.
             Adjustment and repair as referred to in this Section shall be
             carried out in compliance with manners, quality, procedures
             timings, etc. as set out in Annex 4.

19.5.        The Supplier will forward to the Purchaser all warranties that are
             granted to the Supplier by the manufacturer and/or third Party in
             respect of the Application software, Operating System software,
             Other software or the Hardware, if the said warranties provide for
             a longer warranty period than the Warranty Period stipulated
             herein.

19.6.        The Supplier shall adjust and repair any and all defects as
             referred to in this Section. during the Warranty Period at
             Supplier's own cost. If any of such defects or faults as referred
             to in this Section occurs, the Purchaser shall forthwith notify the
             Supplier thereof in a manner, following the procedures and timing
             as stipulated in Annex 4.


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19.7.        The Supplier guarantees, ensures and warrants the proper operation
             of the System, both Parts of the System, Services, any and all of
             the Functionalities during the Warranty Period, and performance in
             compliance with the requirements and specifications set out in this
             Contract.


             The Supplier guarantees the correctness and completeness of all
             plans, technical information and documents to be supplied under
             this Contract.

             In the event of any non-conformance with the above warranty, the
             Purchaser shall promptly notify the Supplier thereof in writing and
             provide the Supplier with sufficient description of the claimed
             error or defect and shall act in accordance with Annex 4. If the
             Purchaser notifies the Supplier of a non-conformance during the
             Warranty Period, the Supplier shall eliminate the reported errors
             or defects within the time frame as stipulated in Annex 4 by
             providing at its technically reasonable discretion the Purchaser
             with, including without limitation, a by-pass solution or a new
             release of the Software without the error or defect so that it
             ensures proper operation of the System, any Part of the System,
             respective Service and all of the Functionalities.


19.8.        The Warranty Period for the respective Part of the System shall be
             extended by a period equal to the period during which the
             respective Part of the System, its Service, related Functionalities
             cannot be used due to any defect mentioned herein or in a
             respective Annex 4.

19.9.        If the Supplier fails to adjust and repair a defect as referred to
             herein within a prescribed time, the Purchaser may :


             (a)  carry out the adjusting warranty / intervention himself or
                  using the services of third party at the Supplier's risk and
                  costs provided that he and/or third party does so in a
                  reasonable and due manner. The costs properly incurred by the
                  Purchaser in adjusting or repairing the defect shall be
                  deducted from the Contract Price; this Section (a), however,
                  does not apply to defects in the Software, or


             (b)  terminate the Contract with respect to such Part of the
                  System, if the defect or damage is such that the Purchaser has
                  been deprived substantially the whole of the benefit of the
                  System or any Part thereof as cannot be put to the intended
                  use or if the defect of the System or any Part thereof is
                  material. The Purchaser shall, to the exclusion of any
                  adjustment or repair under Section 29, be entitled to recover
                  all sums paid with respect to such parts of the Work together
                  with the cost of returning the System or any Part thereof to
                  the Supplier, or


             (c)  charge a contractual penalty in the amount of EUR 2,500 (two
                  thousand five hundred Euros) per each commenced day during
                  which such a defect has not been repaired to the effect the
                  System or any Part thereof operates in accordance with the
                  requirements stipulated herein. The limitation and rules
                  stipulated in Section 16.5 and 16.6 shall apply.

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19.10.       Availability Warranty


             The Supplier shall not be liable for any defects in the System
             (hardware and/or Software) resulting from:

             (a)  operating of the System by the Purchaser not in line with the
                  Documentation provided the Documentation is correct, proper
                  and complete,

             (b)  changes, repairs or amendments to the System or any Part
                  thereof not in compliance with this Contract provided that
                  they have not been performed by the Supplier or its Affiliate
                  or Sub Suppliers,


19.11.       Except in the case of Gross Misconduct, the Purchaser's remedies
             under this Section shall be in place of and to the exclusion of any
             other remedy in relation to defects whatsoever.

19.12        The Supplier guarantees that the System will be free from any
             fundamental design defects, which seriously affects or there may be
             a risk to affect the proper performance of the System as well as
             any epidemic and/or systematic faults during a period of three (3)
             years from the Taking Over Certificate issued with respect to the
             PPS Part of the System.


20.          VARIATIONS


20.1.        The Supplier shall not vary or alter any Supply of the System or
             any Part thereof, except in accordance with a Variation Order from
             the Purchaser presented at any time before the Taking Over
             Certificate is issued.  By Variation Order the Purchaser instructs
             the Supplier to alter, amend, omit, modify, add to or otherwise
             vary any part of the Supply of the System or any part of the
             System as such. The proposal for variations shall be done as a
             request in a written form ("Variation Request").  The Supplier may
             present the Variation Request in respect of the Supply of the
             System or with respect to the Supply of any Part of the System, or
             to the System or any Part of the System as such, to the Purchaser,
             but it is always up to the Purchaser to decide whether to accept
             the proposed conditions or not. The Variation Request shall be
             deemed as delivered to the respective Party as soon as delivered
             to the Project Manager appointed by this Party.


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20.2.        In a Variation Request, prior to any Variation Order under Section
             20.1, the Purchaser shall notify the Supplier of the nature,
             content and form of such variation, as well as the Purchaser's
             proposal for adjustment to be made to the definition of the Scope
             of Supply, the modifications to be done in the Programme and/or any
             other contractual arrangements in connection with the
             implementation of the variation. As soon as possible but not later
             than 5 Business days after having received such Variation Request,
             the Supplier shall submit to the Purchaser:


             (a)  the Supplier's proposals for a description of variation in the
                  Supply of the System to be performed and a Programme for its
                  execution, and

             (b)  the Supplier's proposals for any necessary modifications to
                  the Programme according to Section 11 or to any of the
                  Supplier's obligations under the Contract, and

             (c)  the Supplier's proposals for adjustment to the Total Price.

             Contract Price shall not be anyhow affected or amended by the
             executed Variation orders.


             The Purchaser shall in 10 Business days decide either accept or
             refuse the conditions for such Variation Order submitted by the
             Supplier. If the parties agree to vary the Supply of the System or
             any Part thereof, the Purchaser shall issue a Variation Order
             clearly identifying agreed conditions.

             The Supplier shall not refuse to implement any variations based
             upon the Variation Request without material justifiable reason. In
             particular, without limitation, the Supplier shall have material
             justifiable reason for refusing to implement a Variation Request,
             if he has a justified reason for believing that the implementation
             of the variation would jeopardise the successful passing the
             Acceptance Tests or PPS Acceptance Tests, as applicable or if the
             resources required to implement the variation are not at the
             Supplier's free disposal or could not be obtained without incurring
             unreasonable expenses, or if it would adversely affect the
             Supplier's intellectual property. The Purchaser may refuse any
             Variation Request presented by the Supplier without giving any
             reason.

20.3.        If the Parties fail to come to an agreement regarding the
             consequences of this Variation for the Total Price, the Purchaser
             shall, provided that the procedure under Section 35.7.3.  is met,
             pay a price, which is increased or reduced, taking into account
             the difference in the scope of the necessary activities and
             reasonable expenses related to the changed execution of the Supply
             of the System.  The price should be reasonable and in compliance
             with the current Price Table as specified in Annex 13, if
             applicable and shall be quoted DDP Bratislava (INCOTERMS 2000).
             The principles of favourable prices as stated in Section 35.7.2.
             last subparagraph (i), (ii) and (iii) shall apply accordingly to
             the prices of Variation Orders.  Notwithstanding the above
             mentioned the Parties hereto hereby represent that it is their
             mutual understanding that the minimum Total Price shall not be
             less than 8,852,839.00 EUR, which is equal to 11,300,000.00 EUR
             less the Contract Price of 2,447,161.00 EUR, except when agreed in
             the form of a Variation Order or otherwise agreed by the Parties.


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             Upon receipt of a Variation Order, the Supplier shall without undue
             delay proceed to carry out the variation under terms and conditions
             of the Variation Order and this Contract. The Programme shall be
             accordingly amended.

20.4.        Any and all modifications, alterations, changes, amendments or
             variations after the issuance of the Taking Over Certificate shall
             be done in the manner of an amendment to this Contract, where the
             corresponding modifications and / or amendments to the Scope of
             Supply, Programme and price should be concluded by both Parties


21.          OWNERSHIP OF THE SYSTEM


21.1.        The Hardware and complementary equipment to be supplied pursuant to
             the Contract and being part/segment of any Part of the System shall
             become the property of the Purchaser at whichever is the latter of
             the following times:


             (a)  when Supply of the respective Part of the System is dully
                  finalised and the respective Taking Over Certificate is issued
                  by the Purchaser according to the Contract, or

             (b)  when by virtue of Section  22 the Contractor has received the
                  payment of the respective part of the Contract Price.


21.2.        The risk of accidental loss or damage to the System shall pass to
             the Purchaser in accordance with respective Section 25.


22.          TERMS OF PAYMENT


22.1.        The Contract Price is quoted DDU Bratislava (INCOTERMS 2000) and
             consists of a total amount of EUR 2,447,161.00 excluding value
             added tax, that shall be paid for the Supply of the System under
             this Contract as described in the Scope of the Supply, except for
             the Integration, in particular including without limitation for:


             a)  the Hardware and complementary equipment, including, without
                 limitation SSP Transit Switch System, as specified in related
                 Annex 3,

             b)  the Project Organisation, Implementation Works, Training and
                 all other Works related to the Supply of the System, as
                 specified in related Annex 4, Annex 5, and Annex 6

             c)  the licence fee for the Operating System Software,


             and of an amount of EUR 5,000.00 that shall be paid for the use and
             proper operation of the IN System during the Trial Period,
             including a licence fee for the Application Software.


             The Contract Price is denominated in EUR exclusive of custom duties
             and value added tax ("VAT") levied in or upon the importation in-to
             the Slovak Republic. VAT in accordance

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             with the valid laws of the Slovak Republic applicable to the
             Supply of the System by the Supplier will be paid in SKK (Slovak
             crowns) using the exchange rate SKK/EUR published by National Bank
             of Slovakia at the date when the taxable supply was provided.


             Custom duties incurred by the Supplier with respect to the import
             of the relevant parts / segments of the System into the Slovak
             Republic will be invoiced by the Supplier in SKK, based on and in
             compliance with the custom clearance documents as actual costs for
             official custom fees excluding any charges related to the
             declaration services and excluding VAT incurred upon importation,
             in addition to the Contract Price, if applicable. Supplier shall
             without unreasonable delay issue proforma invoice for official
             custom duties as defined above after the customs declaration of
             equipment in the Slovak Republic. The proforma invoice shall be
             paid within 30 days from the date when the proforma invoices was
             delivered to Purchaser.The advance payment arising from the
             proforma invoice shall be settled in the invoice for the payment of
             40% of the Contract Price as per 22.2 (ii).The bank connection to
             the Supplier for the payments denominated in SKK shall be: Tatra
             banka, a.s., Account No. 2629040041/1100.

22.2.        The Contract Price shall be paid according to the following terms
             of payment:


             The Supplier shall invoice to the Purchaser the amount that equals:

             (i)     40% of the Contract Price within a period of 30 days after
                     the Commencement Date by direct bank transfer to the
                     Supplier 's bank account with the ( Tatra banka, a.s.)
                     (Account No. 2926530004/1100) with the reference ,,IN
                     EuroTel". In the same way the Supplier shall invoice the
                     Purchaser the amount that equals 5 000 EUR as the fee for
                     the Trial Period Operation of the IN System (including the
                     licence fee for the right to use the IN application
                     software).

             (ii)    40% of the Contract Price. Such invoice shall be delivered
                     to the Purchaser without unreasonable delay after taking
                     over of the VPN Part of the System and shall be paid within
                     30 days from the date when the invoice was delivered to the
                     Purchaser by direct bank transfer to the Supplier 's bank
                     account with the (Tatra banka, a.s.) (Account No.
                     2926530004/1100 ) with the reference ,,IN EuroTel".

             (iii)   20% of the Contract Price. Such invoice shall be delivered
                     to the Purchaser without unreasonable delay after taking
                     over of the PPS Part of the System and shall be paid within
                     30 days from the date when the invoice was delivered to the
                     Purchaser by direct bank transfer to the Supplier 's bank
                     account with the (Tatra banka, a.s.) (Account No.
                     2926530004/1100 ) with the reference ,,IN EuroTel".


22.3.        The overall prices and discounts are specified in Annex 13 to this
             Contract.

22.4.        The Supplier shall pay any and all reasonable and meaningful costs
             occurred with respect to the integration into the Base Network
             systems including already occurred costs before the Commencement
             Date, in amount of up to 2,700,000.00 EUR. In case that costs are
             denominated in SKK, they will be reimbursed to the Supplier in
             SKK. The bank connection to the Supplier for the payments
             denominated in SKK shall be:


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             Tatra banka, a.s., Account No.  2629040041/1100. The Supplier
             will provide the Purchaser price offers for the respective
             services received from the Sub Suppliers in order to control the
             overall reasonable cost level for the integration into the Base
             Network systems of the Purchaser. The Supplier is not allowed to
             calculate any other charges above the Sub Supplier's price related
             to the Integration services. In case the Purchaser decides not to
             conclude the Final Agreement according to Section 35.7.3. the
             maximum amount of 2,700,000 EUR shall be adapted / prorated with
             respect to the proportion between the Total Price and the Contract
             Price actually paid. The foregoing shall not apply should the
             Contract be terminated otherwise.

             The Purchaser hereby declares that he is obliged to pay for the
             Integration Price in compliance with the terms and conditions of
             this Contract, which include the obligation to (i) refund and
             reimburse all the costs set forth in Section 8 occurred in respect
             of integration/interconnection of the System into the Base Network
             systems in order to achieve required Functionalities, exceeding the
             amount EUR 2,700,000.00 - or exceeding the maximum amount adapted
             in relation to the Contract Price actually paid in case the
             Purchaser decides not to conclude the Final Agreement according to
             Section 35.7.3.and (ii) pay all the costs occurred with respect to
             integration into the Support systems of the Purchaser as specified
             in the Annex 17 and in the Annex 18. The Integration Price shall be
             paid upon the invoice/(-s) issued by the Supplier for the
             aforementioned costs, if not ordered by the Purchaser directly from
             the third party. The evaluation of the optimised network and other
             systems configuration and costs related thereto shall be done in
             accordance with the respective Section herein. The due payment
             shall be done within 30 days from the date when the invoice was
             delivered to the Purchaser by direct bank transfer to the Supplier
             's bank account with the (Tatra banka, a.s.) (Account No.
             2926530004/1100 ) with the reference ,,IN EuroTel". Such
             invoice/(-s) shall be delivered to the Purchaser with respect to
             the Base Network systems without unreasonable delay after the
             respective Taking-Over Certificate is issued by the Purchaser, and
             with respect to the Support systems in accordance with Annex 17
             and/or Annex 18.

22.5.        If payment of any sum payable under this Contract is delayed, the
             intended recipient shall be entitled to receive interest on the
             amount due and delayed during the period of delay. The interest
             rate shall be the rate of one month EURIBOR plus 2% of the invoice
             currency per annum, but shall be calculated for each commenced day
             of the delay, deduced from the amount due and delayed. Any partial
             payments received shall first be applied to cover accrued interest,
             if any, and thereafter credited to cover the principal amount
             outstanding. The Supplier shall be entitled to such payment upon
             the request for payment through formal written notice.

22.6.        If the Party fails to make the payments as provided in Section 22.2
             and 22.4, the other Party shall provide to the entitled Party the
             additional reasonable time (but not less than 14 Business days) for
             making the due payments and shall warn the delayed Party that in
             case of non-performance in this additional time for payment, the
             entitled Party may either stop the Works or terminate the Contract
             by manner of withdrawal.


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22.7.        The Supplier warrants that the prices set forth in this Contract
             are as favourable to the Purchaser as those extended to its owner
             affiliated company purchasing or handling like quantities of the
             Hardware, Software or Works, provided by the Supplier under similar
             conditions, taking into account commercial or political risks,
             ownership structures and relevant market.

23.          SOFTWARE LICENSE

23.1.        The Supplier grants to the Purchaser a non-exclusive, irrevocable,
             non-transferable, and limited for the Trial Period right to use any
             and all Application software and their licenses, documentation,
             manuals, know-how, any related documentation, Services,
             Functionalities and like which will be generated, developed and/or
             furnished under this Contract and based thereupon. The right to use
             under this Section shall be paid up in compliance with this
             Contract and royalty free.

23.2.        The Supplier grants to the Purchaser an irrevocable, non-exclusive
             and transferable right to use Operating System software and its
             licenses, documentation, manuals, know-how, any related
             documentation and the like which will be generated, developed
             and/or furnished under this Contract and based thereupon for an
             unlimited period of time, time, which eventual transfer shall be
             subject to terms and conditions under this Contract.

23.3.        The Supplier grants to the Purchaser a non-exclusive, irrevocable,
             non-transferable, and for limited period of time right to use any
             and all Other Software and their licenses, documentation, manuals,
             know-how, any related documentation, and the like which will be
             generated, developed and/or furnished under this Contract and based
             thereupon. The right to use under this Section shall be paid up in
             compliance with this Contract and royalty free.

23.4.        The validity of the copyright to the Software and their licenses,
             documentation, manuals and the like which will be furnished and
             developed under this Contract will remain during the Trial Period
             in the property of the author.


23.5.        This Section will not be construed to grant the Purchaser any
             right to use the source code of the Application software supplied
             by the Supplier.

23.6.        The Purchaser shall be entitled for the purpose of this Contract to
             make back up copies of the Software at no charge. The provisions of
             the Act No.  383/1997 Coll. on copyright as amended shall apply.
             The Supplier modifications or changes to the Software which permit
             additional Services and/or Functionalities shall be made available
             to the Purchaser under the Terms of this Contract.  The Purchaser
             and any successor to the Purchaser's title to the System or to any
             Part of the System shall have the right to assign rights under
             this Section to any other party which acquires the System or any
             Part of the System, provided any such other party agrees in
             writing to abide by the related terms and conditions.  This right
             shall be valid only for transactions related to the further
             operation of the System or any Part of the System within the area
             of Slovak Republic.


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23.7.        The Purchaser will accurately reproduce all Supplier 's or its
             licenser's copyright, confidentiality and proprietary notices on
             all Software and related Documentation and will keep full, complete
             and accurate records of each copy received from the Supplier .
             These records will include Software serialisation numbers, the date
             of shipment, the date of delivery and the serial number of the
             Hardware used with Software.

23.8.        The Purchaser shall not provide or make the Software or any
             portions or aspects thereof available to any person except to its
             employees and expert advisors on a "need to know" basis.


23.9.        Except as otherwise expressly provided in the Contract, the
             Purchaser will not copy, translate, modify, adapt, decompile,
             disassemble or reverse engineer Supplier's or its licenser's
             Software, or any portion thereof, except for Operating System
             software, without the Supplier's prior written consent.


23.10.       Should the Purchaser in exception to the above, be entitled to do
             anything of the above, the Supplier or its licensers will own all
             rights in any copy, translation, modification, adaptation or
             derivation of the Software except for copy, translation,
             modification, adaptation or derivation of the Operating System
             software. At the Supplier 's request the Purchaser will obtain the
             execution of any instrument that may be appropriate to assign these
             rights to the Supplier or its licensers or perfect these rights in
             the Supplier 's or its licenser's name.

23.11.       Conditions regarding the rights to use of the Software shall remain
             in force after the termination of this Contract regardless of the
             cause of the termination.

24           INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT INDEMNITY

24.1.        The Supplier shall indemnify the Purchaser against third-party
             claims arising from any infringement of third party patents,
             trademarks, industrial design rights, copyright and other
             intellectual property rights ("IPR") as a consequence of the Supply
             of the System or Part of the System under this Contract and arising
             from use of the System or any Part of the System by the Purchaser.
             The limitation of liability in the case of breaching this
             obligation is agreed to the amount of 12,000,000 EUR.


24.2.        In the event that the Purchaser receives a legitimate claim that
             the System or any Part of the System supplied by the Supplier under
             this Contract or any part or segment thereto, regardless whether
             Hardware or Software nature, infringes the intellectual property
             rights of a third party, the Supplier shall at no cost to the
             Purchaser and at its option, in order to stop the infringement or
             to procure the right for the Purchaser to continue using the System
             or respective Part of the System


                  (i)    procure for the Purchaser the licence from the owner
                         of the right to use the System or respective Part of
                         the System supplied by the Supplier, or

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                  (ii)   change such System or respective Part of the System in
                         a way that it is not infringing, or

                  (iii)  if neither of the foregoing is available on reasonable
                         terms and conditions, the Supplier shall take back the
                         supplied System or respective Part of the System and
                         indemnify the Purchaser in respect of any cost, loss or
                         damage arising out of such action..


24.3.        The above applies under the condition that the infringement is not
             due to an unauthorised modification of the System or respective
             Part of the System by the Purchaser. The Supplier shall be
             immediately informed in writing about all third party claims raised
             and shall have the right to defend itself against the claim of
             infringement.


25           RISK AND RESPONSIBILITY


             The Risks of loss or damage to the System or to any Part of the
             System and to death and/or personal injury which arise in
             consequence of the Supply of the System in accordance with this
             Contract shall pass to the Purchaser separately for every Part of
             the System upon issue of the Taking Over Certificate in accordance
             with the Section 18 for such a Part of the System


26.          DAMAGE TO PROPERTY AND INJURY TO PERSONS


26.1         The Party who breaches any duty arising from this Contract is
             obliged to provide compensation for any damages, caused to the
             other Party, unless it proves that such a breach was caused by
             circumstances excluding its liability.


26.2.        The Party shall not be liable for and shall not indemnify the other
             Party when such breach was caused by any obstacle which arose
             independently of the liable Party's will and which prevents this
             Party from performing its obligation, provided that it cannot be
             reasonably expected that the obligated Party could avert or
             overcome such an obstacle or its consequences and further that the
             occurrence of such an obstacle was unpredictable at the time when
             the obligated Party undertook to perform such obligation.


26.3.        An obstacle that only arose during the time when the obligated
             Party was in default with performance of its obligation or which
             ensued from its financial situation shall not exclude its
             liability.

26.4.        The consequences excluding liability are limited only to the
             duration of the obstacle to which they relate.


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26.5.        The injured Party is not entitled to any compensation or
             reimbursement of damage if non-performance of obligations by the
             obligated Party is caused by the conduct of the injured Party
             itself, or by insufficient co-operation between the injured Party
             and the obligated Party when the obligation to co-operation is
             agreed herein.

26.6.        The Party which breaches its duty under this Contract or which,
             taking into account all the circumstances should know that it will
             breach the duty ensuing from its obligation under the contractual
             relationship shall notify the other Party of the nature of the
             obstacle which prevents or will prevent it from performing its
             obligations, and of the consequences. The notification must be
             provided in written to the other Party without undue delay after
             the Party who shall perform knew or ought to have known of the
             obstacle. If the obliged party fails to meet this duty, it is
             liable for damages resulting from such non-receipt.

26.7.        Upon the occurrence of any such circumstances the Supplier shall
             endeavour to continue to perform his obligations under the Contract
             so far as reasonably practicable. The Supplier shall notify the
             Purchaser of the steps he proposes to take including any reasonable
             alternative means for performance which are not prevented by the
             obstacle. The Supplier shall not take any such steps unless
             directed so to do by the Purchaser. If the Supplier incurs
             additional costs in complying with the Purchaser's directions under
             this Section the proven and documented reasonable amount thereof
             shall be added to the Contract Price.

26.8.        If circumstances excluding liability have occurred and shall
             continue for a period of 182 days then, notwithstanding that the
             Supplier may by reason thereof have been granted an extension of
             Time for Completion of the Works, either Party shall be entitled
             upon the other 28 days notice to terminate the Contract.

26.9.        If the Contract is terminated under the previous Section, either
             Party may claim restitution of whatever it has supplied, provided
             that such Party concurrently makes restitution of whatever it has
             received. If restitution in kind is not possible or appropriate
             allowance should be made in money whenever reasonable.


27.          LIMITATIONS OF LIABILITY


27.1.        The liability of both parties is restricted to direct damages.
             Neither Party shall be liable to the other for any indirect or
             consequential or incidental damage that may be suffered by the
             other, except the damages caused under the protection of
             confidentiality provisions. However, this limitation shall not
             apply in cases of wilful action and/or gross negligence.

27.2.        The liability of the Supplier to the Purchaser under this Contract
             shall in no case exceed the amount of 5,000,000.00 EUR. The same
             applies to the liability of the Purchaser to the Supplier.


28.          INTERFACES

28.1.        The Supplier shall be responsible for meeting the interface /
             interconnection / Integration requirements specified in this
             Contract and so for introducing, implementing, Integration and

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             set into operation of the Services in accordance with the
             specifications set out in this Contract.

28.2.        The Purchaser hereby represents and covenants to use its best
             efforts in providing the Supplier with co-operation, negotiation
             with Ericsson, SICAP or other third party aiming at reduction of
             the costs of Integration, assistance including but not limited to
             provision of required information, subject to restrictions imposed
             on the Purchaser by other contractual relationships the Purchaser
             is party to.

28.3.        In addition to the preceding paragraphs, the Purchaser hereby
             covenants and is hereby obligated to co-operate fully with the
             Supplier and, as may be required by the Supplier with any relevant
             third party, in any and all matters related to and associated with
             the Integration or any part thereof, and/or the set of any and all
             interfaces, to ensure full functionality and operation of the both
             Parts of the System and their interoperability with All systems of
             the Purchaser.  Furthermore, the Purchaser shall co-operate with
             the Supplier in interfacing the System to the Purchaser's Base
             Network systems and / or Support systems.  In order to achieve the
             foregoing, the Purchaser shall for evaluation purposes only,
             provide the Supplier with readily available interface
             specifications to enable software licensed from the Purchaser's
             third party software suppliers to exchange with the Supplier's
             system management information, however, all interfaces necessary
             for the Purchaser shall be documented and communicated by the
             Supplier to such extend as it is required by the Purchaser.

28.4.        The Supplier hereby covenants and is hereby obligated to
             co-operate with the Purchaser and, as may be required by the
             Purchaser with any relevant third party, in any and all matters
             related to and associated with the Integration of the System or
             respective Part thereof into All Systems of the
             Purchaser, or any part thereof, and/or set of any and all
             interfaces, to ensure full functionality and operation of both
             Parts of the System and their interoperability with All Systems of
             the Purchaser.  The Supplier shall not be obligated to provide
             co-operation to the Purchaser or to the third party as referred to
             herein should such co-operation require the execution of the
             change or reconfiguration of the System as specified in this
             Contract to the extent affecting materially adversely the
             operation of the Service and Functionalities.  Furthermore the
             Supplier shall not be obligated to use third party resources
             and/or solutions, if the Supplier can provide the required
             functionality with its own solutions, but only when it will not
             result to additional costs for the Purchaser or any other relevant
             third party or to the extent affecting materially adversely the
             operation of the Purchaser's All Systems.  Additional costs, due
             to providing the required Functionality by the Supplier's own
             solution, will be borne by the Supplier.  The costs of such a
             co-operation shall be borne in compliance with the respective
             provisions of this Contract.  The obligation of the Supplier under
             this paragraph shall be always interpreted as the obligation to
             finalise the Integration and as such it shall be considered as the
             responsibility of the Supplier in accordance with the stipulations
             of Section 14.10.  The Integration Price shall be paid by the
             Purchaser in accordance with the provisions herein and with the
             Annex 17 and 18.


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             Supplier hereby covenants and is hereby obligated to co-operate
             with the Purchaser and, as may be required by the Purchaser with
             any relevant third party, in any and all matters related to and
             associated with the integration of the System or any Part thereof
             into the Network Management systems of the Purchaser, or any part
             thereof, and/or set of any and all interfaces, to ensure full
             functionality and operation of the any Part of the System and its
             interoperability within the Network Management systems of the
             Purchaser. The Supplier is obliged to disclose the interfaces
             towards Network Management system, and to assist the Purchaser in
             the adaptation of the Purchaser's Network Management system
             interfaces to the System, which means the mapping of relevant
             System interfaces into the format required by the Network
             Management system, at a charge which is already included in the
             price for proper and full Integration of the PPS Part of the System
             into the Support Systems of the Purchaser. as specified in Annex
             18. The obligation of the Supplier under this paragraph shall not
             in any case be interpreted as the obligation to finalise the
             integration into the Network Management systems of the Purchaser by
             the Supplier. The integration into the Network Management systems
             shall be the responsibility of the Purchaser. The assistance of the
             Purchaser shall apply accordingly.

28.5.        The Interface information provided in accordance with this Section
             may not be used by the Purchaser's suppliers or prospective
             suppliers for any purpose other than in connection with the
             Purchaser's All systems or any part thereof whether or not supplied
             by the Supplier

28.6.        In compliance with the foregoing, as necessary, upon the
             Purchaser's request, the Supplier shall provide directly to the
             Purchaser's third party software supplier the following including
             without limitation (i) technical consultation to facilitate the
             Integration, (ii) access to the System for the purposes of
             Integration and testing of the Purchaser's third party supplier
             software in reasonable time frame agreed by the Parties so that the
             Purchaser's third party supplier software will be Integrated with
             the Supplier's system.

28.7.        Parties hereto are hereby collectively obligated to form a Special
             Task Force Group ("STFG") with all parties and other related
             parties involved, if any, in order to evaluate the optimised
             network configuration and the related costs thereto with respect
             to integration into the Base Network systems as well as to agree
             upon the further proceedings related and associated thereto on the
             basis of the procedural rules herein.  The third party will be
             involved in STFG according to the Charter of STFG as specified in
             the relevant Annex 6 if necessary for the purpose of specific
             requirements for the network configuration.  STFG has the right to
             decide about the optimised network configuration of services
             related to the integration into the Base Network systems and the
             system of reimbursement of the costs in accordance with Section
             22.4.

28.9.        The STFG shall consist of three members, whereby one member shall
             be nominated by the Purchaser and one member shall be nominated
             by the Supplier.  The third member shall be chosen by the above
             mentioned members of the STFG.  If these two members fail to come
             to an agreement to appoint the third member within 14 days from
             the Commencement Date, the third member shall be appointed by a
             reliable third person agreed upon by the Parties.  Each STFG
             member shall be technically or financially literate.  Any
             resolution and / or decision of the STFG requires the affirmative
             vote of at least two members. The details


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             pertinent to the Structure, Meeting procedure and Decision making
             process are specified in the relevant Annex 6.

29.          MITIGATION OF LOSS OR DAMAGE

             In all cases the Party claiming a breach of Contract or a right to
             be indemnified in accordance with the Contract shall be obliged to
             take all reasonable measure to mitigate the loss or damage which
             has occurred or may occur.

30.          INSURANCE

30.1         The Supplier shall insure the System and both Parts of the System
             in a freely convertible currency against loss or damage incidental
             to manufacture, transportation, storage and final delivery until
             the System is taken over in accordance with this Contract. The
             insurance shall be in an amount equal to 110 % of the Contract
             Price on an "all risks" basis.

30.2         The Supplier shall insure against liability to third parties for
             any damage to any tangible property, to health or to the
             environment arising out of the Supply of the System and occurring
             before the end of Trial Period. Such insurance shall be effected
             before the Supplier begins any part of Works on the Site. The
             insurance shall be for not less than 500,000 EUR (five hundred
             thousand EUROS). Any other coverage available to the Purchaser
             shall apply on an excess basis. .

30.3         The insurance coverage effected by the Supplier may exclude any of
             the following:

             (a)  the cost of repair for damages or malfunctions of the System
                  or any Part of the System which is defective or otherwise does
                  not comply with the Contract, provided that it does not
                  exclude the cost of reimbursement for any loss or repair for
                  damages or malfunctions of System or any Part of the System
                  attributable to such defect or non-compliance,

             (b)  indirect or consequential loss or damage including any
                  contractual penalty for delay,

             (c)  wear and tear, shortages, theft, risk of loss and destruction
                  caused by the Purchaser,

             (d)  risks relating to operation of motor vehicles for which third
                  party or other insurance is required by law.

30.4         If the Supplier fails to effect insurance coverage as stated in
             Section 30.1 then the Purchaser may effect and keep in force such
             insurance. Premiums paid by the Purchaser for this purpose shall be
             accordingly deducted from the Contract Price.

31.          TERMINATION

31.1         If the Supplier is not performing in accordance with the Contract
             or is neglecting to perform his obligations under this Contract,
             the Purchaser may grant to the Supplier an

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             additional appropriate and reasonable time ( not less than 28
             days ) for such performance and give written notice to the
             Supplier, requiring him to adjust such failure or negligence.


31.2.        If the Supplier :


             (a)  has failed to comply within an additional appropriate and
                  reasonable time with a notice under the previous Section, or

             (b)  assigns the Contract or subcontracts the part or the Works
                  without the Purchaser's prior written consent, or

             (c)  becomes insolvent or enters into bankruptcy, obtains a
                  receiving order made against him or compounds with his
                  creditors, or carries on business under a receiver, trustee or
                  manager for the benefit of his creditors or enters into
                  liquidation,

             the Purchaser may terminate the Contract after prior written notice
             sent to the Supplier and expel the Supplier from the Site. The
             termination shall enter into force as soon as the notice is
             delivered to the Supplier in accordance with this Contract. Any
             such expulsion and termination shall be without prejudice to any
             other rights or powers of the Purchaser or the Supplier under the
             Contract.


31.3.        Notwithstanding the aforementioned, the Purchaser is entitled to
             terminate this Contract also in accordance with, including, without
             limitations, the Section 16.7 (b) and 19.9 (b). The Purchaser is
             also entitled to cancel the Contract, if the Acceptance Tests or
             PPS Acceptance Tests, as applicable, have not been successfully
             passed within the maximum Acceptance Tests Period as stipulated
             herein.

31.4.        If the Purchaser is not performing in accordance to the Contract or
             is neglecting to perform his obligations under this Contract, the
             Supplier may grant to the Purchaser an additional appropriate and
             reasonable time (not less than 28 days) for such performance and
             give notice to the Purchaser, requiring him to adjust such failure
             or negligence.

31.5.        The Supplier may, terminate the Contract after prior written notice
             sent to the Purchaser, if the Purchaser becomes insolvent or enters
             into bankruptcy, obtains a receiving order made against him,
             compounds with his creditors, or carries on business under a
             receiver, trustee or manager for the benefit of his creditors or
             goes into liquidation.


             Such termination shall be without prejudice to any other rights of
             the Supplier under the Contract. The termination shall enter into
             force as soon as the termination notice is delivered to the
             Purchaser.

31.6.        In the event of a termination caused by non-performance, the
             Purchaser and/or the Supplier shall return back all what was
             performed or if applicable, shall pay a respective amount and the
             aggrieved Party shall be entitled to reimbursement of expenses
             connected herewith.

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PART III - COMMON AND FINAL PROVISIONS

32.          NOTICES

32.1.        All certificates, requests, demands, notices or written orders or
             other communications between the Supplier and the Purchaser in
             connection with this Contract shall be in writing and shall be
             deemed to be duly given on the date of delivery. The date of
             delivery shall be considered as follows:

     (a)     if in writing, when delivered (in hand or by the registered letter,
             postage prepaid, return receipt requested);

     (b)     if by telex, when dispatched, but only if, at the time of
             transmission, the correct answer back appears or at the start and
             at the end of the sender's copy of the notice; and

     (c)     if by facsimile, when received.


             However, a notice given in accordance with the above but received
             on a non-Business day or after Business hours in the place of
             receipt will only be deemed to be given on the next Business day at
             that place.

             All the communications shall be addressed to the following
             addresses:


             Siemens s.r.o.

             Address: Stromova 9,

             837 96 Bratislava

             Slovak Republic

             For technical issues:                   For commercial issues:
             --------------------                    ---------------------
             Ing. Martin Chynoradska                 Ing. Andrej Orban
             Tel.:   +421-2-5968 2335                Tel.:      +421-2-5968 2910
             Fax:    +421-2-5968 5236                Fax:       +421-2-5968 5901

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             EuroTel Bratislava, a.s.


             Address: Vajnorska 100/A

             831 03 Bratislava



             Slovak Republic

             For technical issues:                  For commercial issues:
             --------------------                   ---------------------
             Ing. Marian Hornik.                    Dr. Reinhard Scheller
             Tel.:   +421-2-4955 4555               Tel.:      +421-2-4955 4501
             Fax:    +421-2-4955 4560               Fax:       +421-2-4955 4509

             Notwithstanding the aforementioned, all the notices and other
             communications and / or documentation shall be deemed as delivered
             when delivered to the last known address stated in the Commercial
             Register of the Slovak Republic.

33           TROUBLE RESOLUTION PROCEDURE. DISPUTES AND ARBITRATION


33.1.        The resolution of any factual and or technical discrepancies,
             questions and problems (collectively referred to as "problem")
             concerning the execution of the Supply of the System or Supply of
             any Part of the System and in particular, without limitation, the
             fulfilment / carrying out of the Programme, Works, Warranties,
             completion of the particular Milestone and or Completion of the
             Part of the System, Acceptance tests or PPS Acceptance Tests, as
             applicable, other mutual covenants and representations, rights and
             obligations under this Contract, which arise may first be referred
             to Expert in the form of a written Problem Report. Notwithstanding
             the foregoing the resolution of such problem shall be referred to
             Expert if the respective provision of this Contract with which the
             problem is associated refers to this Expert trouble resolution
             procedure as outlined in this Section hereinafter.


             Neither Party shall be entitled to (i) submit the resolution of any
             problem concerning the matters regarding the evaluation of the
             optimised network configuration and the related costs thereto
             falling under the competence of the Special Task Force Group, or
             (ii) follow the procedure as set forth in the following Sections
             and/or take legal action before fruitless completion of this
             Resolution Procedure.

             Any and all decisions taken as part of this Resolution procedure
             shall be documented in writing, signed by the representatives of
             both Parties in the project authority that took the decision.

             The Parties upon the mutual consents shall designate a single
             expert within three (3) Business days either from occurrence of
             disagreement and/or problem or from date when the dispute or
             trouble to the System arises.

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             An impartial and independent expert, appointed by both parties
             shall make the resolution or final decision on the raised issue.
             The appointment of the Expert shall be valid as soon as an expert
             is appointed and he agrees with such appointment. The appointment
             of the Expert shall be valid either for the whole duration of the
             Contract or for the resolution procedure of individual matter (ad
             hoc duration).

             The Expert shall be authorised to decide on the basis of, in
             compliance with and taking into consideration the provisions of
             this Contract, intention of the Parties hereto, purpose of this
             Contract, standard practices in the industry. This decision of the
             Expert shall serve as the final award in the resolution procedure
             if undertaken by the Parties.

             If the representatives of both parties fail to agree upon the
             Expert, then he shall be nominated by T-Mobile International (TMO).

             The Expert shall be literate and experienced in the fields of
             technology, licensing or in the relevant field and purpose similar
             to those as executed under this Contract.

             The expert shall render his decision in writing not later than in
             three (3) Business days from receiving the Problem report, which
             the Parties are obliged to deliver to chosen expert not later than
             1 Business day of the appointment of the Expert, and/or as the case
             may be of the occurrence of the problem.


33.2.        All disputes or discrepancies arising out of or in connection with
             this Contract, including any questions regarding its existence,
             validity or termination, including its Annexes, amendments,
             indemnities, consequences of default and its interpretation,
             performance and including disputes concerning to this Section shall
             be solved by the Parties on an amicable basis.


33.3.        In case the Parties cannot solve the aforementioned disputes on
             an amicable basis and do not come to a mutual agreement within
             30 days from written invitation of one Party to the other Party
             to settle the dispute amicably, the dispute shall be finally
             settled under the rules of conciliation and arbitration before
             the Court of Arbitration of the Slovak Chamber of Commerce and
             Industry in Bratislava, according to the Act No. 218/1996 Coll.
             on Arbitration Procedure. The place of Arbitration shall be
             Bratislava, Slovak Republic. The proceeding shall be carried
             out in Slovak language. Arbitration award shall be final and
             binding for both Parties.


34.          SUBSTANTIVE LAW


             This Contract shall be governed by and construed in accordance with
             the Laws of the Slovak Republic. Issues, not covered by this
             Contract shall be governed by and administrated in accordance with
             legal provisions of Section 536 and following of the Commercial
             Code on Contract on Work accordingly and of the other applicable
             provisions of the Civil Code, Commercial Code and other Laws if
             applicable.

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35.          MISCELLANEOUS

35.1.        Survival of provisions

             If any provision of this Contract is or becomes illegal, invalid
             or unenforceable for any reason, such provision shall not affect
             the validity or enforceability of the remaining provisions of this
             Contract and shall be, if possible and without unreasonable delay,
             upon mutual agreement of both Parties, replaced by a similar one,
             in order to achieve the intent of the Parties and technical and
             commercial purpose of this Contract.

35.2.        Amendment, Waiver

             Any amendment or other modification of this Contract or its
             Annexes will not be effective unless in writing and signed by the
             Authorised Signatories of both Parties. Waiver of any term or
             condition of this Contract by either Party shall only be effective
             if in writing and signed by the Party, against whom enforcement is
             thought. The failure by either Party to exercise any of its rights
             hereunder in one instance will not be deemed a waiver of such
             rights in the future or a waiver of any other rights under this
             Contract.

35.3.        Unexpected Events

             Should any unexpected event occur in the course of the execution
             of the Contract, the Supplier shall immediately report it to the
             Purchaser in a form deemed appropriate under the actual
             circumstances and submit this report within 3 (three) days of the
             occurrence of such event.

35.4.        Access

             Any representatives, experts or authorised employees of the
             Purchaser shall have reasonable access to the premises where the
             Hardware and/or Software is being manufactured and to all
             technical information relevant to the Contract for the purpose of
             monitoring the nature and progress of the Supplier's undertakings.
             The Supplier shall ensure that this section shall apply also to
             all of the Supplier's sub-contractors or suppliers if any. The
             Supplier shall furnish to the Purchaser such copies of orders,
             specifications, drawings and documents as he may reasonably
             require to perform quality assurance oversight.

35.5.        Termination of Production

             The Supplier warrants that he shall supply upon the Purchaser's
             order spare parts for the System or any Part of the System for a
             period of not less than 8 (eight) years after Taking Over of the
             System or Part of the System in question. In the event production
             of these spare parts is terminated, the Supplier shall send an
             advance notification to the Purchaser of the pending termination
             in sufficient time to permit the Purchaser to procure needed
             requirements. Following the termination of production of the spare
             parts, the Supplier shall furnish at no cost to the Purchaser the
             blueprints, drawings and specifications of the spare parts if and
             when requested by the Purchaser. These blueprints, drawings and
             specifications will be royalty free except in the event that the
             Supplier is obliged to pay royalty to a third


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             party, and subject to a case by case license agreement which will
             specify restrictions of the Purchaser's use thereof to maintaining
             the System or the Part of the System. Royalty paid by the
             Purchaser will not exceed those paid by the Supplier to the third
             party.


35.6.        Covenant to Employ


             The Parties hereby agree that during the period of time beginning
             with the commencement date of this Contract and ending 1 year
             after the end of the Trial Period under this Contract, neither
             Party shall offer employment to any of the other Parties employees
             involved in providing installation, implementation, Integration,
             maintenance and/or warranty service for the System or any Part of
             the System. If at any time, this Section is found to be overly
             broad under the laws of an applicable jurisdiction, this Section
             shall be modified as necessary to conform to such laws rather than
             be stricken here from. Notwithstanding the above, the Parties may
             mutually agree to waive this provision on a case-by-case basis.


35.7.        Possibility of the further co-operation

35.7.1.      Not later than 6 weeks prior to the expiration of the Trial
             Period and pursuant to then summarised results of the operation
             of the IN System during the Trial Period, the Purchaser shall
             be entitled to (i) issue a request for the negotiation and
             conclusion of the agreement covering the further frame
             co-operation for an additional period of ten (10) years,
             whereby other terms and conditions shall not be less favourable
             for the Purchaser than those specified in the present Contract, in
             particular with respect to the prices of the licenses (hereinafter
             referred to as the  "Final Agreement") or (ii) to notify to the
             Supplier on the termination of the mutual co-operation, which
             termination shall become effective as of the day following the
             expiration of the Trial Period.

35.7.2.      Should the Purchaser issue the request for the conclusion of the
             Final Agreement with the Supplier pursuant to Section 35.7.1.
             herein above, the Total Price including without limitation any
             other kind of payment (e.g. software fees, fees for the use of
             rights, etc.) for the whole PPS Part of the System and VPN Part of
             the System, including without limitation any and all Supply of
             hardware equipment, software, licences, works, services,
             consulting fees as well as any other costs of whatsoever nature
             as the term of the Final Agreement shall equal the amount of EUR
             11,300,000.00 (DDU Bratislava, according to the INCOTERMS 2000
             based on Annex 1 to the Letter of Intent concluded by and between
             the Parties on March 8, 2001 as amended) less the Contract Price,
             including any and all costs (DDU Bratislava according to the
             INCOTERMS 2000) of the Supply of the System occurred and paid by
             the Purchaser under this Contract (including without limitation
             consideration for the Hardware and the Software as referred to
             herein , the Project Management as referred to herein, the Supply
             of the System, including the Implementation Services and all other
             related Works as referred to herein ,Training as referred to
             herein ,the licence fee for the Operating System Software as
             referred to herein and fee for the Trial Period Operation of the
             IN System for the whole Trial Period as referred to herein and,
             then adjusted for and according to the nominal price of the
             executed Variation Orders, and then adjusted for and according to
             the difference incurred as a result of the price of the
             configuration of the System pursuant to the Letter of Intent
             (which is the actual Contract Price) and the nominal


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             price value of the configuration of the System as described
             in this Contract and relevant Annexes as of the Commencement Date.
             For the purpose of the calculation of the price difference as
             referred to herein above Parties shall agree upon the nominal
             price of the changed configuration of the System in comparison to
             this defined by Letter of Intent, not later than at the
             Commencement Date. Parties hereto hereby represent that it is
             their mutual understanding that the Contract Price shall not
             differ to the price as stipulated in Section 3.1(ii) agreed upon
             between the Parties in the Letter of Intent, irrespective and
             regardless the price impact of the changed System configuration.
             Furthermore the Parties hereto hereby represent that it is their
             mutual understanding that the minimum Total Price shall not be
             less than 8,852,839.00 EUR, which is equal to 11,300,000.00 EUR
             less the Contract Price of 2,447,161.00 EUR, except when agreed in
             the form of Variation Order or otherwise agreed by the Parties.

             Any additional performances, in particular but without limitation
             to enhancements, supplements, modifications, or upgrades
             contracted between the Purchaser and Supplier after or along with
             the execution hereof with regard to the System or any Part thereof
             shall become a part of the Final Agreement and share the same
             regime under the Final Agreement.as the whole System as such.

             If the Parties enter into such Final Agreement, the liability of
             the Supplier shall in no case exceed the amount of 22,600,000.00
             EUR.


             Such Final Agreement shall, inter alia,(i) enable the Purchaser to
             order new features or modifications and the respective price shall
             not be less favourable as those for T-Mobile International, if
             appropriate, otherwise not contrary to the internationally
             recognised benchmarks, (ii) guarantee the extension with respect to
             Software licences for not less than 1,000,000 subscribers on the
             same Functionalities basis as it is according to this Contract and
             the respective prices shall not be less favourable than those
             according to this Contract and (iii) award the licence of the
             Supplier to the Purchaser for unlimited period of time and (iv)
             the Warranty Period stated herein will be extended by additional
             12 months to the effect the total Warranty Period shall be 27
             months.For selected features of PPS Part of the System specified
             in Annex 2 as non-contracted, the price for the extension of
             warranty shall be mutually agreed upon in the Final Agreement,
             however, the extension of warranty for the above shall not be
             provided free of charge. Notwithstanding the foregoing, the
             extension of the warranty for all remaining elements of the System
             shall be included in the Contract Price, and (v) the Performance
             Guarantee as defined hereinabove shall be construed to amount of
             600,000 EUR for the time period until the lapse of the Warranty
             Period.

35.7.3.      Should the Purchaser notify the Supplier of the termination of the
             mutual co-operation, the Purchaser shall keep the Hardware and the
             Complementary equipment and the Operating System Software. The
             right to use as defined hereinbefore shall be terminated, except
             for the rights to use the Operating System Software. The Supplier
             shall uninstall the remaining Application software in the IN
             System. No Final Agreement shall be concluded. Upon this case the
             maximum amount of 2.700.000 EUR to be paid by the Supplier for the
             integration into the Base Network systems shall be adapted/
             prorated with respect to the proportion between the Total Price
             and the Contract Price actually paid.


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             Adaptation as mentioned in this Section shall not apply, should
             the Contract be terminated
             otherwise.

35.8.        Entire Agreement

             This Contract, including all Annexes and amendments attached
             hereto and incorporated as an integral part of this Contract,
             constitutes the entire agreement of the Parties with respect to
             the subject matter hereof. This Contract supersedes in particular,
             without limitations, any and all previous proposals, preliminary
             agreements, letters of intent, minutes from meetings, other
             expressions of will, negotiations, conversations or discussions,
             regardless whether oral or written, carried out by and between the
             Parties in connection to the subject matter hereof before the
             Commencement Date of this Contract. There are no warranties,
             representations or other agreements between the parties in
             connection with the subject matter hereof, except as specifically
             set forth herein and therein.

36.          CONFIDENTIAL TREATMENT


36.1.        The Parties hereby agree to preserve the information that may be
             disclosed during the mutual negotiations between them regarding the
             Supply of IN System or any Part thereof.


36.2.        Disclosure of Information


             (a)  For two (2) years following the Commencement date of this
                  Contract, Receiving Party may use Confidential Information
                  only for the purpose in compliance with this Contract and
                  without limitation of time shall not disclose any
                  Confidential Information to third parties, except as provided
                  below.

             (b)  Either Party may disclose Confidential Information to any
                  Participant only to the extent that is pertinent to the
                  technical solution of the interface/Integration/
                  interconnection of the System into the Purchaser's All
                  systems in connection with the mutual negotiations between
                  the Parties regarding the Supply of System or either Part
                  thereto for such purpose and only if Participant agrees in
                  writing with the relevant Party to keep submitted
                  information confidential on the same terms (with
                  consequential changes) as set out in this Contract.


             (c)  Receiving Party is entitled to disclose Confidential
                  Information:

                  (i)      in connection with any legal or arbitration
                           proceedings arising out of or in connection with any
                           business relationship between the Parties, or

                  (ii)     if required to do so by an order of a court of
                           competent jurisdiction whether under any procedure
                           for discovering documents or otherwise, or

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                  (iii)    pursuant to any law or regulation in accordance with
                           which that Party is required or accustomed to act,
                           or

                  (iv)     to a governmental, banking, taxation or other
                           regulatory authority of any competent jurisdiction,

                  provided that the Receiving Party shall give the Disclosing
                  Party reasonable written notice prior to such disclosure and
                  shall co-operate fully with Disclosing Party in obtaining, at
                  the Disclosing Party's expense, an applicable protective
                  order or equivalent.

             (d)  The Receiving Party shall take reasonable security
                  precautions, at least comparable to the precautions it takes
                  to protect its own confidential information of similar nature
                  and importance (which shall be no less than reasonable
                  precautions), to keep confidential the Confidential
                  Information. The Receiving Party may disclose Confidential
                  Information only on a need-to-know basis to its and its
                  Affiliates' employees, officers, directors and
                  representatives including, without limitation, counsel and
                  consultants (collectively  "Representatives"), who agree to
                  be bound by this Contract or similar agreement on the same
                  terms (with consequential changes) as set out in this
                  Contract.

             (e)  Confidential Information may be disclosed, reproduced, copied,
                  summarised or distributed in whole or in part only in
                  pursuance of the Receiving Party's business relationship
                  regarding the Supply of System or either Part thereto with the
                  Disclosing Party, and only as otherwise provided hereunder.
                  The Receiving Party agrees to segregate all such Confidential
                  Information from the confidential information of others in
                  order to prevent commingling.

             (f)  Notwithstanding the above, the Purchaser shall have the right
                  to disclose to third parties the fact, that in connection
                  with the negotiations regarding the Supply of the IN Based
                  PPS and IN Based VPN it has tentatively selected the Supplier
                  as a vendor and shall also be permitted to make such
                  disclosures of the contents of the negotiations of the
                  Contract to financial institutions whereas are reasonably
                  required by such financial institutions in connection with
                  the provision of financing to the Purchaser.

             (g)  Notwithstanding the above, the Supplier shall have the right
                  to disclose to third parties the fact ( list of references ),
                  that in connection with the negotiations regarding the Supply
                  of the IN Based PPS and IN Based VPN it has tentatively
                  selected the Purchaser as a buyer and shall be also permitted
                  to make such disclosures of the contents of the negotiations
                  of the Contract to financial institutions whereas are
                  reasonably required by such financial institutions in
                  connection with the provision of financing to the Purchaser.
                  This right may be executed only after prior written approval
                  given by the Purchaser to the Supplier.

37.3.        Rights and Remedies

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             (a)  The Receiving Party shall notify the Disclosing Party
                  immediately upon discovery of any unauthorised use or
                  disclosure of Confidential Information, or any other breach
                  of this Agreement by the Receiving Party, and will co-operate
                  with the Disclosing Party in every reasonable way to help the
                  Disclosing Party regain possession of the Confidential
                  Information and prevent its further unauthorised use.

             (b)  The Receiving Party shall return all originals, copies,
                  reproductions and summaries of Confidential Information
                  (prepared by or on behalf of the Disclosing Party) at the
                  Disclosing Party's request or after the termination of the
                  Contract. All documents, memoranda, notes and other writings
                  whatsoever, including without limitation electronic copies
                  such as e-mail and computer files, whether machine or user
                  readable, prepared by the Receiving Party or its
                  Representatives based on the Confidential Information shall be
                  destroyed at the Disclosing Party's request, and such
                  destruction shall be certified in writing to the Disclosing
                  Party.

             (c)  Each Party acknowledges that a breach of the Confidential
                  Treatment provisions of this Contract will cause the other
                  Party irreparable injury for which the other Party cannot be
                  reasonably or adequately compensated in damages. The Parties,
                  therefore, each shall be entitled, in addition to all other
                  available remedies, and without waiver of available defences,
                  to injunctive and other equitable relief, along with
                  reasonable legal and other fees, such as travel and out-of
                  pocket expenses, and management time as may be deemed proper
                  by a court of competent jurisdiction, to prevent a breach of
                  this Contract and to secure its enforcement.

37.4.        By disclosing information to the Receiving Party, the Disclosing
             Party does not grant any express or implied right or license to
             the Receiving Party to or under the Disclosing Party patents,
             copyrights, trademarks, trade secrets or other proprietary
             information.

37.5.        The provisions of this Confidential Treatment Section shall
             accordingly apply also to any and all the business information or
             commercial information, including specifications, drawings,
             sketches, models, samples, data, computer programs, software,
             documentation or such, recorded in whatever form or oral, that
             enter within the scope of the business secret according to the
             Section 17 of the Commercial Code of the Slovak Republic (Act No.
             513/1991 Coll. as amended).

37.6.        None of the provisions of this Confidentiality Treatment Section
             shall apply to any of entity belonging to the T-Mobile
             International Group.

37           TERM OF CONTRACT

             The Parties hereby agrees that the term of this Contract shall
             commence upon the day of its Commencement Date and shall be
             terminated by the expiration of the Trial Period, unless otherwise
             agreed in accordance with this Contract.

38           FINAL PROVISIONS

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             The parties hereof declare that they have read the wording of this
             Contract thoroughly and consistently, that they have understood
             its contents and that this Contract expresses their free and
             serious will without mistakes. The parties hereof acknowledge
             this by the signature of persons fully authorised and entitled
             to act on behalf of the parties hereof (Authorised
             Signatories ).

             This Contract shall be valid as soon as this Contract is signed by
             the Authorised Signatories of the both Parties and shall become
             effective as soon as approved by the entitled body of the
             Purchaser.

             Parties hereby acknowledge that in case they wish to continue the
             mutual co-operation, they will sign another contract after
             expiration of validity of this Contract, in accordance with the
             manner and conditions as stipulated in Section 35.7 of this
             Contract.


             The Contract shall be executed twice in English, each of which
             will be deemed to be an original. The Supplier and the Purchaser
             shall both receive one original version.


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             IN WITNESS WHEREOF this Contract has been signed by the Authorised
             Signatories of each party hereto.

             Bratislava, 04-07-2001              Bratislava, 04-07-2001
             ---------------------------         ------------------------------

             Place and Date                      Place and Date



             ---------------------------         ------------------------------

             The Purchaser                       The Supplier

             EuroTel Bratislava, a.s. Slovak     Siemens, s.r.o. Slovak Republic
             Republic

             Jozef BARTA    CEO/procurator:          Mag. Wolfgang Wrumnig
                                                     statutory representative


             -----------------------------           ---------------------------


             GC/procurator:                           Ing. Peter Kollarik
             Thomas CANCRO                            statutory representative



             ------------------------------           -------------------------

             Ladislav Mikus, Chairman of the Board of Directors:



             -------------------------------

             Rahul N. Saxena, Vice-Chairman of the Board of Directors:



             --------------------------------


             Date:____________________________

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EuroTel Bratislava                                                 Page 58 of 59
Siemens                          13 august-2001

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Mark-up signed by:

EuroTel Bratislava, a.s.            Siemens, s.r.o.

Place and date:                     Place and Date:

----------------------------        ----------------------------

Jozef Barta, Chief Executive Officer


and Procurator

Place and date:                      Place and Date:

----------------------------         ----------------------------

JUDr. Jan Pitonak,

Procurator

EuroTel Bratislava, a.s.


----------------------------


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EuroTel Bratislava                                                 Page 59 of 59
Siemens                          13 august-2001