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**Exhibit 4.10**

Prague, 23 February 2005 Ref. No. 9142/2005-610 

The Czech Telecommunications Office (hereinafter the "Office") as a competentauthority of the state administration hereby issues, pursuant to section 102(1), section 95 (3) (a) and section 14 (1) (a) onwards of Act No. 151/2000regulating telecommunications and amending other acts, and based on theapplication of 2 February 2005 and tender announced on 11 February 2005 thefollowing Decision on granting 

TELECOMMUNICATION LICENCE 

to establish and operate public mobile telecommunication network under theUMTS standard 

to the company **                               Oskar Mobil a.s.**

with the registered office at **           Prague 10, Vinohradská 167,**

business identification number **     25 78 80 01**
(hereinafter referred to as the "Telecommunication Licence Holder") 

within the following extent and under the following conditions: 

A. TYPE AND SCOPE OF PUBLIC TELECOMMUNICATION NETWORK 
-  The Telecommunication Licence Holder is entitled to  establish and operate public mobile telecommunication network under the UMTS  standard (hereinafter the "Telecommunication Network") through which mobile  telecommunication services will be provided on the whole territory of the  Czech Republic.  The telecommunication network under clause 1 consists of  base stations of the Telecommunication Network in the frequency band 2.1 GHz,  fixed connections operated by the Telecommunication Licence Holder in the  frequency band 28 GHz or in other bands determined for this purpose, or  established by means of metallic or optical lines or lines leased from  authorised operators and other telecommunication equipment necessary for the  Telecommunication Network operation. The licence holder will be entitled to  use the frequencies allocated 

hereunder also for a network under another standard if this will be in  accordance with valid international recommendations. 
-  The telecommunication network is interconnected with  telecommunication networks of other operators in technically feasible places  of the Telecommunication Network agreed upon with the authorized operators of  the telecommunication networks.  The Telecommunication Licence Holder is entitled to  conclude agreements with foreign entities to interconnect the  Telecommunication Network operated by the Telecommunication Licence Holder  with the telecommunication networks of other authorized operators to provide  international telecommunication services from other countries to the Czech  Republic and from the Czech Republic to other countries. 
B. FREQUENCY BANDS ALLOCATED TO TELECOMMUNICATION NETWORK 
-  The following frequency bands have been allocated to the  Telecommunication Licence Holder for the Telecommunication Network under  clause 1: a) in 2.1 GHz band: 2130,1 - 2149,9 MHz - base station transmitter - FDD, 1940,1  - 1959,9 MHz - base station receiver - FDD, 1905,1 - 1910,1 MHz - base station  transmitter and receiver - TDD, b) in 28 GHz band: 28220,5 -  28276,5 / 29228,5 - 29284,5 MHz. Protection sections of 28 MHz width, which  divide the allocated spectrum from the spectrum allocated to other licence  holders, can be used for fixed infrastructure of the telecommunication network  only after an agreement between the operators concerned and the Office.  Conditions of using the allocated frequencies by BTSs,  including principles of their national and international coordination are  specified in the permits to operate transmission radio equipment issued by the  Office based on an application pursuant to section 57 of the  Telecommunications Act. Conditions of using the allocated frequencies by  mobile stations are specified in respective general licence.  The Telecommunication Licence Holder is entitled to make  decisions, at its discretion, on using the frequencies by BTSs within the  scope of allocated frequency bands laid down in clause 5 above. The  Telecommunication Licence Holder is obliged to co-ordinate the using of the  allocated frequencies with other UMTS telecommunication network operators  whose frequencies are adjacent to the frequencies allocated to the  Telecommunication Licence Holder, or with other operators if the coordination  is necessary. The Office shall provide the Telecommunication Licence Holder at  his request with the data necessary for the co-ordination of the allocated  frequencies. 
-  At the Licence Holder's request, the Office shall carry out  international coordination and national co-ordination of the frequencies being  used according to international and national agreements in effect. Without a  written confirmation by the Office on positive settlement of the international  and national coordination, no base station can be put into operation. Pursuant  to international and national agreements the Office may delegate the  Telecommunication Licence Holder to carry out the co-ordination. Conditions of  the co-ordination will be determined in the permits to operate transmission  radio equipment under clause 6.  After a prior consent given by the Office, the  Telecommunication Licence Holder is entitled to exchange, from case to case,  the allocated UMTS frequencies with frequencies allocated to another UMTS  telecommunication network operators provided that such an exchange is  necessary due to compatibility with networks of other UMTS telecommunication  networks operators, is limited to particular places, is justified with  technical requirements and is not misused for restriction of competition when  providing the telecommunication services. Both operators interested in the  exchange of the frequencies shall submit an application to the Office.  Two times in a year, always at 31 January and at 31 July of  each year, the Telecommunication Licence Holder is obliged to submit the  Office a summary of all base stations operated at the end of the previous  half-year and technical parameters of these base stations.  In co-operation with operators of other UMTS  telecommunication networks the Telecommunication Licence Holder shall also  solve cases of mutual interference between telecommunication networks operated  by these operators. Should the UMTS telecommunication network operators not  agree on the method of the interference elimination, the dispute shall be  settled by the Office. 
C. OTHER RIGHTS AND DUTIES 
-  The Telecommunication Licence Holder, as a provider of the  public telecommunication network under clause 1 hereof, is entitled to be  awarded the Recognized Operating Agency statute pursuant to section 1008 of  the Constitution of the International Telecommunication Union.  Pursuant to section 25 (1) (i) of the Act and in accordance  with the obligations accepted as conditions of the tender, the  Telecommunication Licence Holder is obliged to pay the licence fee in the  amount of CZK 2,000,000,000 (in words Czech crowns two billion) in the manner  determined within the tender. 
D. TELECOMMUNICATION NETWORK OPERATION COMMENCEMENT 
- The Telecommunication Licence Holder shall be obliged to put  the telecommunication network into operation within the scope that will enable  

provision of services on at least 90 per cent of the Prague territory no  later than on 1 January 2008. 

E. TELECOMMUNICATION LICENCE VALIDITY 
-  The Telecommunication Licence is granted for the period of  20 years following the date when the Decision on the Telecommunication Licence  granting comes into force. 
SUBSTANTIATION 

Within the determined deadline Oskar Mobil a.s. submitted theapplication for granting the telecommunication licence to establish and operatepublic telecommunication network under UMTS standard and a bid to the tenderannounced on 13 January 2005. The submitted application contained all requesteddata and all necessary documents were attached thereto. The company has beenfound solvent and has met other determined conditions. 

The bid of Oskar Mobil a.s. met all conditions of the tenderfor granting the telecommunication licence to establish and operate publicmobile telecommunication networks specified in the tender announced on 13January 2005 and the Assignment Documentation of the first level tender whichwas taken over by Oskar Mobil on 17 January 2005. 

Based on the above data it can be stated that Oskar Mobil a.s.has met all preconditions of the licence granting. By granting the licence toestablish and operate the public telecommunication network under UMTS standard,the application of the company has been satisfied in full extent. 

INSTRUCTION 

An appeal against this Decision may be lodged to the Chairmanof the Czech Telecommunications Office within 15 days after the delivery hereof.The appeal shall be submitted in two counterparts through the body which issuedthe Decision, i.e. the Czech Telecommunications Office, Division of Regulationof Telecommunication Networks and Services, with the registered office atSokolovská 219, Prague 9, Post Box 02, 225 02 Prague 025. 
Ing. Marek EbertDivision DirectorRegulation of      TelecommunicationNetworks and      Services

I have taken over the Licence on behalf of Oskar Mobil a.s. and waive theright to appeal. In Prague on 23 February 2005 

Václav Mach             birth number 670102/0689             signed ill. 

This Decision cane into legal force on 23 February 21005 Czech Telecommunications Office Division of Regulation of Telecommunication Networks and Services On 23 February 2005 

**AGREEMENT 

on granting a telecommunication licence toestablish and operate a public mobile telecommunication network under UMTSstandard and payment of the licence fee for the telecommunication licence**
Czech Republic - Czech Telecommunications Office with the registered office at Sokolovská 219, Prague 9 represented by Ing. David Stádník, Chairman (hereinafter referred to as the "**CTO**") 

and 

Oskar Mobil a.s. Vinohradská 167 Prague 10 represented by Václav Mach, Director for External Affairs ICO: 25788001 (hereinafter referred to as the "**Operator**") 

WHEREAS 

(A) The Operator participated in the 1st leveltender (hereinafter referred to as the "**Tender**") for granting thetelecommunication licence to establish and operate a public mobiletelecommunication network under UMTS standard (hereinafter referred to as the "**UMTSLicence"**) announced by the CTO on 13 January 2005 under Act No. 151/2000,Telecommunications Act as amended (hereinafter referred to as the "**TelecommunicationsAct**"), and 

(B) The CTO decided, based on the Tender results, to grant theUMTS Licence to the Operator; 

THE FOLLOWING AGREEMENT HAS BEEN ENTERED INTO 
**1.**UMTS LICENCE GRANTING**
The CTO undertakes to grant the Operator theUMTS Licence the conditions of which are set forth in Annex No. 1 hereto. TheCTO's commitment to grant the UMTS Licence is conditioned by concluding thisAgreement by the Operator. 

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**2.** PAYMENT COMMITMENTS 
2.1 With regard to the fact thatconditions of the Tender for the UMTS Licence granting included also the licencefee settlement, the Operator undertakes to pay the CTO the licence fee in theamount of CZK 2,000,000,000 (in words Czech crowns two billion) in the manner asdescribed in Annex No. 2. **2.2 If the commitment to pay thefirst instalment of the licence fee is not fulfilled within 31 December 2005,the CTO is entitled to decide on the UMTS Licence withdrawal. At the same time,the Operator's commitment to pay the licence fee shall cease to exist. In such acase the Operator will pay the Office the fine of CZK 500,000,000 (in wordsCzech crowns five hundred million) for the breach of the commitment to pay thelicence fee in time hereunder. **2.3 In the event of a delay inpayment of the second instalment and any other of the following instalments ofthe licence fee under Annex No. 2, the Operator shall pay the CTO late chargesin the amount of 0.1% of the due amount for each day of delay. However, theperiod of the delay may last 30 days as maximum and shall start to run on thefirst day following the maturity day of the due instalment. If such dueinstalment of the licence fee, including the late charges, is not paid to theCTO on the last day of the said period at the latest, the CTO is entitled todecide on the UMTS Licence withdrawal. **2.4 To exclude any doubts, theOperator's commitment under the previous paragraph exists in addition to hisstatutory duty to pay the administration fee of CZK 100,000 (in words Czechcrowns one hundred thousand) (article 111, part VIII of Act No. 634/2004 Coll,Administration Fee Act) prior to the telecommunication licence granting. **2.5 The hereinabove obligations shall be fulfilledon the day when the funds are credited to the CTO account. 
**3.**NOTICES**
Any notice hereunder shall be delivered byeither Party to the other Party hand-to-hand delivery or as registered mail tothe address specified below or to the address in the Czech Republic which therespective Party notifies in writing to the other Party. Each Party is obligedto notify a change of the delivery address to the other Party without unduedelay. 
CTO Name:Český telekomunikační úřadRegistered office:Sokolovská 219 Prague 9Mailing address:Post box 02, 225 02 Prague 025 Czech Republic  Operator 
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Name:Oskar Mobil a.s.Registered office:Vinohradská 167,    Prague 10Mailing address:Vinohradská 167, 100 00 Prague 10 Czech Republic**4.**COMMERCIAL CODE**
This Agreement has been concluded under Act No. 513/1991Coll., Commercial Code, as amended. 
**5.**JOINT AND FINALPROVISIONS 
5.1 Toexclude any doubts, it is confirmed that if the UMTS Licence is withdrawn fromthe Operator after the Licence is issued by the CTO under the TelecommunicationsAct (for example, due to a breach of duties under the Telecommunications Act,due to a default in payment of the licence fee or at request of the Operator),it shall not affect the right of the CTO to be paid the licence fee includingthose parts of the licence fee that have not been paid by the Operator at thetime of the UMTS Licence withdrawal. **5.2 EachParty shall consider confidential and shall not release, directly or indirectly,any information relating to this Agreement, the Tender or the application forthe UMTS Licence granting, the UMTS Licence granting or conditions or othermatters concerning the UMTS licence without a prior written consent of the otherParty. This limitation does not cover any part of the information which willbecome publicly known in any other manner or in any other form not caused by anyParty or its employees, agents or representatives and shall not cover theobligations of the CTO stipulated by legal regulations. **5.3 ThisAgreement constitutes an entire agreement of the Parties on the subject matterhereof and shall replace any prior proposal, negotiation and agreement relatingto the subject matter hereof. **5.4 This Agreement may bechanged or amended only based on a written agreement of both Parties. **5.5 The Operator is notentitled to assign the rights hereunder to any third party. 
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**5.6This Agreement has been made in 2counterparts in the Czech language of which each Party shall receive one. **CTO**   By:Signed ill  Name:Ing. David Stádník  Title:Chairman of the Czech    Telecommunications Office  Date:23 February 2005    **Operator**   By:Signed ill.  Name:Ing. Václav Mach  Title:Director for External    Affairs  Date:23 February 2005
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**ANNEX NO. 1 

UMTS LICENCE CONDITIONS 

1.**TECHNICAL CONDITIONS OF THE LICENCE 
1.1The Operator will be granted thetelecommunication licence to establish and operate the public mobiletelecommunication network under UMTS standard: 
a)for provision of the UMTS services,  sections of spectrum of wide 2 x 19,8 MHz with protection sections between  allocations to UMTS operators of wide 200 kHz in bands 2130,1 - 2149,9 /  1940,1 - 1959,9 MHz and a section of spectrum of wide 5 MHz in band 1905,1 -  1910,1 MHz, 

b)for fixed  infrastructure of UMTS network, sections of spectrum of wide 2 x 56 MHz with  protection sections between allocations to UMTS operators of wide 28 MHz in  bands 28,2205 - 28,2765 / 29,2285 - 29,2845 GHz. Protection sections between  allocations to UMTS operators can be used for fixed infrastructure of UMTS  network only after an agreement between the UMTS operators involved. **1.2The Operator will be entitled to usethe frequencies allocated within the UMTS licence also for the network andservices in another internationally accepted standard for sections of thespectrum under article 1.1 letter a) above. **2.**OTHER CONDITIONS OF THE LICENCE 
2.1The Operator shall be obliged to launchcommercial provision of services to the public no later than on 1 January 2008in the capital city of Prague, at least on 90 per cent of the city territory.The provision of the services to the public shall be deemed to be the provisionthereof within such a scope of the functionality that will enable practical useof the UMTS services by the public. **2.2Under a contract with other operators, theOperator may enable customers of such other operators to use the Operator'snetwork (intrastate roaming). **2.3Under a contract with otheroperators, the Operator may enable those operators to use its infrastructure(capacity sharing). **3.**LICENCE TERM**
The UMTS Licence will be issued for the period of 20 yearsfrom the Licence issue date. 

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**4.**LICENCE FEE
4.1 The Operator is obligedto pay the licence fee in the amount set forth in article 2.1 hereof. **4.2 The dutyto pay the licence fee is a condition of the Tender and exists in addition tothe statutory duty of the Operator to pay the administration fee in the amountof CZK 100,000 (in words Czech Crowns one hundred thousand) for thetelecommunication licence issue. **4.3 The CzechTelecommunications Office may withdraw the licence if any instalment of thelicence fee is not paid. 
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