**Exhibit 4.38**

 

**Ministry of Communications andInformatization**

**of the Russian Federation**

 

**LICENSE**

 

A 030163 No. **30261**

 

In accordance with the currentlaws of the Russian Federation

 

**Mobile TeleSystems**

**Open Joint Stock Company**

 

 

Legal address:

109147, Moscow, Marksistskaya St., 4

 

Is granted the permit to:

 

**Render 900/1800 MHz mobile radiophonecommunication services**

 

The terms and conditions of rendering suchservices and the territory are given in the Addendum being an integral part ofthis License.

 
| License expiration date                                                                               |   | December 30, 2013 |
|-------------------------------------------------------------------------------------------------------|--------|-------------------|
|                                                                                                  |   |              |
| Start of services’ rendering                                                                     |   | June 30, 2005     |
| (not later than)                                                                                      |   |              |
|                                                                                                  |   |              |
| Date of License registration with                                                                     |   |              |
| The Uniform License Register for  Communications                                                      |   | December 30, 2003 |
|                                                                                                  |   |              |
|                                                                                                  |   |              |
| **First Deputy Minister of the Russian  Federation,  Ministry of Communications and Informatization** |   | **B.D. Antonyuk** |   |

 

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**The conditions for theperformance of activities**

**in accordance with License No.30261**

 

1.     MobileTeleSystems OJSC (the Licensee) is hereby authorized to render cellular radiophonecommunication public-switched network services using GSM equipment, withinstallation of necessary equipment operating in frequency nominal allocated inaccordance with the established procedure, in 900 MHz and 1800 MHz band, in theterritory of the Republic of Ingushetia.

 

The cellular communication services shall berendered using the Licensee’s communication network which must be a part of theuniform GSM cellular communication network of the Russian Federation.

 

The Licensee shall participate in the work ofthe agency authorized by the Administration of Communications of the RussianFederation to coordinate the work on establishing a uniform GSM mobileradiophone public-switched communication network of the Russian Federation.

 

2.     Theaggregate ***installed capacity of the Licensee’snetwork and the coverage index upon allocation of a sufficient frequencyresource shall be, by years, respectively, as of December 31, at least:***

 

2006 - 50000 numbers (15%)

 

2013 - 150000 numbers (40%)

 

The rate of territory coverage may bespecified in implementing the conditions of this License.

 

3.     Thenetwork of the Licensee shall be established in accordance with the GeneralScheme of establishment and stage-by-stage development of Russian GSMpublic-switched mobile radiophone communication network which provides for theorganization of necessary interaction with networks of other operators.

 

The GSM-900/1800 network established by theLicensee shall be connected to the public-switched communication network of theRussian Federation, at the long-distance level, in accordance with the GeneralScheme of establishment and stage-by-stage development of GSM public-switchedmobile radiophone communication network of the Russian Federation.

 

Additional interaction of the Licensee’snetwork with PSTN at the local level is allowed to ensure a technicalpossibility to transfer local traffic and render an additional service relatingto call forwarding from the local telephone network to subscribers of theLicensee’s network.

 

At that, the additional interaction of theLicensee’s network with PSTN at the local level is allowed only subject toimplementation of the long-distance level of the Licensee’s network connectionto PSTN in accordance with the General Scheme.

 

4.     AnyLicensee’s activity aimed at interaction of its established network with anyforeign mobile communication networks shall be approved by the Administrationof Communications of the Russian Federation or other body authorized by theAdministration.

 

5.     TheLicensee shall adhere to the rules and regulations adopted in the RussianFederation, ETSI standards as established by the Administration ofCommunications for GSM telecommunications.

 

6.     Theactivity of the Licensee relating to the use of GSM communication networkinfrastructure shall be performed as agreed by the parties and in accordancewith non-discrimination principles.

 

7.     Numberingin the Licensee’s network shall be in conformity with the PSTN numbering andthe numbering requirements of the terrestrial mobile service.

 

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8.     TheLicensee’s network shall be designed and constructed to ensure thattelecommunications failure level at peak load does not exceed 5%.

 

9.     Thenetwork shall be only established, if project documentation based on theGeneral Scheme of establishment and development of GSM federal public-switchedmobile radiophone communication network of the Russian Federation, BuildingSpecifications and Regulations, and Industry Standards of ProductionEngineering adopted in the Russian Federation, as duly coordinated andapproved, is available.

 

10.   TheLicensee shall render the services on its licensed territory to any requestingentity if technically feasible.

 

The Licensee shall have the right to refuseproviding the services if:

 

• the service rendering may cause threat to thestate security and defense, and threat to population health and safety;

 

• the service rendering is not possible due toany physical, topographic or any other natural hindrances;

 

• the user, under no solid arguments, rejects theterms and conditions of service rendering, or fails to pay for the servicesrendered;

 

• the user uses or intends to use thecommunications equipment for any illegal purposes, uses the services illegally,uses improperly the equipment provided, or uses uncertified equipment.

 

Any rejection shall be well-grounded.

 

11.   TheLicensee shall provide the telecommunications services through the networkestablished to all users of the GSM federal public-switched mobile radiophonecommunication network of the Russian Federation irrespective of their place ofregistration or purchase of subscriber equipment.

 

Roaming services in the same constituententity of the Russian Federation shall not be organized between differentoperators’ same-standard networks.

 

12.   TheLicensee shall provide its mobile subscribers with the opportunity to calllocal special services (fire prevention service, militia, ambulance, gasservice, etc) free, irrespective of their location in the license territory.

 

13.   Long-distance– interurban and international- communications services to the Licensee’snetwork subscribers shall be provided through the PSTN in conformity with theGeneral Scheme of establishment and development of GSM federal public-switchedmobile radiophone communication network of the Russian Federation.

 

14.   TheLicensee shall be obliged to provide its users with the services that meetquality standards, specifications, and terms and conditions of the agreement onrendering telecommunication services.

 

15.   TheLicensee shall account to the users should it fail to or improperly fulfill itsobligations according to the procedure and the extent as prescribed by the lawsof the Russian Federation.

 

16.   TheLicensee shall provide the services on the 24/7 basis, except for the repairand maintenance periods which should be scheduled for the time most convenientto the users.

 

17.   TheLicensee shall arrange for a directory-inquiry service and issue a directory ofsubscribers connected to the network established.

 

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18.   SubscriberSIM-cards that ensure subscribers’ identification and ability to pay for theservices provided by the GSM federal public-switched mobile radiophonecommunication network of the Russian Federation shall conform to the unifiednumbering as specified for such cards by the Administration of Communicationsof the Russian Federation.

 

19.   TheLicensee shall have the right to use telecommunications channels and physicalcircuits of the PSTN of the Russian Federation according to the tariff plans inforce for the specific user group.

 

20.   TheLicensee shall adhere to the requirements of Administration of Communicationsof the Russian Federation on traffic and service rendering.

 

If so stipulated by the laws of the RussianFederation, the Administration of Communications of the Russian Federation orother body authorized by the Administration shall execute centralizedmanagement of Licensee’s networks.

 

21.   TheLicensee shall bear all expenses related to development of general scheme ofGSM federal public-switched mobile radiophone communication network, design andconstruction of Licensee’s network, network connection to PSTN of the RussianFederation, allocation of frequencies necessary to establish the network,elaboration of EMC principles between the radio equipment used and the existingradio systems, mutual settlements with the operators’ of the Russian PSTN andother GSM operators, development and issue of regulatory documentation.

 

22.   TheLicensee shall settle traffic payments with public-switched networks operatorsaccording to the procedure prescribed for the public-switched networks of theRussian Federation.

 

23.   Theservice tariff plans shall be as agreed by the parties.

 

If so stipulated by the laws of the RussianFederation, the tariff plans for specific services rendered by thecommunications provider shall be set by the government.

 

The interconnection rates shall be set forthby the agreements, terms and conditions as agreed by the relativecommunications companies. Any arguments arising in connection to these issuesshall be considered by the court or arbitrage.

 

The subscribers shall not be charged forunsuccessful calls.

 

24.   Certaingroups of governmental officials, diplomats or consular representatives ofother states, representatives of international organizations, and othercustomer groups using electrical communications, shall get priority as forqueuing, priority of use and payment conditions.

 

The lists of benefits and officials entitledto the benefits shall be determined according to the laws of the RussianFederation, legal standard acts of the constituent entities of the RussianFederation, and international contracts and agreements signed by the RussianFederation.

 

25.   TheLicensee shall provide free electrical communications for business purposes, asprescribed by the procedures adopted by the Ministry of Communications andInformatization of the Russian Federation.

 

26.   Incase of natural calamities, quarantines or other natural or man-caused statesof emergency, the duly authorized state bodies shall have the priority to useor suspend operations of Licensee’s network or equipment.

 

27.   TheLicensee shall grant absolute priority to any messages related to human safetyon sea, land, air or space, urgent actions related to defense, security or lawand order in the Russian Federation, as well as to major accidents,catastrophes, epidemics, epizootics or acts of God.

 

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28.   TheLicensee shall, if requested by the Ministry of Communications andInformatization of the Russian Federation, submit information on technicalcondition and perspectives of network development, on rendering communicationsservices and existing tariff plans.

 

29.   TheLicensee shall be obliged to ensure the observance of communication secrecy.

 

Any information relating to messagestransferred through the Licensee’s network, and these messages themselves, maybe delivered only to senders and addressee hereof, or their legitimaterepresentatives.

 

Wire tapping, inspection of electricalcommunication messages, receiving related data, and other restrictions ofcommunication secrecy are allowed only according to the current legislation ofthe Russian Federation.

 

30.   Whendeveloping, establishing and operating the communication network, the Licenseeshall be obliged, in accordance with the legislation of the Russian Federation,to render assistance and afford to agencies performingoperational-investigative activities an opportunity to effectoperational-investigative actions in the communication network, take measuresto ban the disclosure of organizational and tactical methods of such actions.

 

Should communication facilities be abusedinfringing the interests of any person, society or state, the authorizedgovernmental bodies, in accordance with the law of the Russian Federation, shallbe entitled to suspend the operation of the Licensee’s networks andcommunication facilities.

 

The connection of subscribers shall beperformed upon the implementation of requirements under the Law “OnOperational-Investigative Activities in the Russian Federation “

 

31.   TheLicensee shall be obliged to take measures to prevent unauthorized intrusioninto the management of the established network and unauthorized control overits operation.

 

32.   Asadvised by the Ministry of Communications and Informatization, the Licenseeshall afford an opportunity for testing facilities in its network, if it doesnot affect the operator activities of the Licensee.

 

33.   Thecommencement of rendering communication services under this License shall beallowed, given that the operation of network elements is authorized by statecommunication and informatization supervision bodies of the Russian Federation.

 

34.   Theuse of technical facilities is allowed, given that there is a certificate ofconformity of “Sviaz” Compulsory Certification System.

 

35.   TheLicensee may not prevent the state communication and informatizationsupervision bodies of the Russian Federation from verifying technicalparameters of the communication network and shall ensure, if necessary, anaccess of said bodies to its measuring equipment to be used in this work.

 

36.   TheLicense shall be governed by, construed and executed in accordance with currentlegislation of the Russian Federation.

 

37.   TheLicensee shall be obliged to perform its activities in accordance with currentenactments and laws of the Russian Federation.

 

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38.   TheMinistry of Communications and Informatization of the Russian Federation shallreserve the right to make alterations and additions to this License subject tochanges in current legislation of the Russian Federation.

 

39.   TheLicensee shall be obliged to provide periodical and annual state statisticalreporting to local statistical offices and the Ministry of Communications andInformatization of the Russian Federation in accordance with the procedureestablished by the State Committee of the Russian Federation for Statistics.

 

The violation of the procedure for providingstatistical reporting shall entail administrative responsibility in accordancethe current law.

 

40.   TheLicense can not be passes to any other person.

 

41.   TheLicensee shall be obliged to make deductions from revenue obtained from theprovided communication and informatization services to the account of theMinistry of Communications and Informatization of the Russian Federation underthe standard established on the basis of Government Decree No.380 dated April28, 2000.

 

The transfer of funds shall be made on amonthly basis, proceeding from actual revenue obtained from the provision ofcommunication and informatization services for the last calendar month, nolater than on the 20-th day of the next month. The amount of funds subject totransfer shall be specified quarterly after the provision of financialstatements to tax authorities.

 

To control the completeness of funds receivedon account of the Ministry of Communications and Informatization of the RussianFederation, the Licensee, upon a written request of the management of thecommunication and informatization supervision department of the constituent entityof the Russian Federation, shall provide the respective form of financialstatements reflecting the information on revenue obtained for the provision ofcommunication and informatization services.

 

42.   TheLicense shall be registered upon its issuance by respective communication andinformatization supervision body in the Russian Federation.

 

In the event of change of its postal address,bank details and phone number, or reorganization or liquidation of the legalentity, the Licensee shall be obliged to inform the Ministry of Communicationsand Informatization of the Russian Federation and the communication andinformatization supervision department in the Russian Federation where theLicense was registered.

 

 
| **First Deputy Minister of the  Russian Federation,** |       |              |
|-------------------------------------------------------|------------|-------------------|
| **Ministry of Communications and Informatization**    | ** ** | **B.D. Antonyuk** |
|                                                  |       |              |
|                                                  |       |              |
| **Head of License Management**                        | ** ** | **N.M. Popov**    |

 

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