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Exhibit 4.9

SUMMARY OF THE UNDERWRITING AGREEMENT 

CAPITAL COMMUNICATIONS CDPQ INC. 

AND 

TELESYSTEM INTERNATIONAL WIRELESS INC. 

Common Shares 

The following is a summary of certainprovisions of the underwriting agreement (the "**Underwriting Agreement**")dated September 11, 2003 among Capital Communications CDPQ Inc. (the "**SellingShareholder**"), Telesystem International Wireless Inc. (the "**Company**")and BMO Nesbitt Burns Inc. (the "**Underwriter**"), pursuant to which theSelling Shareholder has agreed to sell and the Underwriter has agreed topurchase on September 25, 2003, or on such other date as may be mutually agreedupon, subject to the terms and conditions stated therein, 12,960,128 CommonShares (the "**Shares**") by way of a short form prospectus in all theProvinces of Canada, at an aggregate price of $82,944,819.20 payable in cash tothe Selling Shareholder against delivery of the Shares. 

This summary does not purport to be complete and is subject to, and isqualified in its entirety by reference to, all of the provisions of theUnderwriting Agreement. 

- **Offering.** The offering consists of 12,960,128 Shares  at a price of $6.40 per Share. 
-  **Preliminary Prospectus and (Final)  Prospectus.** A preliminary short form prospectus (the "**Preliminary Short  Form Prospectus**") with respect to the Shares will be prepared and filed by  the Company and a Mutual Reliance Review System decision document therefor  dated September 11, 2003 will be obtained from the Québec Securities  Commission as principal regulator. A final short form prospectus (the "**Final  Short Form Prospectus**"), similar in substance to the Preliminary Short  Form Prospectus except for such changes as are required by law or are  requested by the securities commission or similar regulatory authority of each  of the Provinces of Canada, will also be prepared and filed by the Company and  the Company will use its best efforts to obtain a Mutual Reliance Review  System decision document therefor dated not later than September 18, 2003. The  delivery of the Preliminary Short Form Prospectus and the Final Short Form  Prospectus will constitute the Company's representation and warranty that the  information contained and the statements made in the Preliminary Short Form  Prospectus and the Final Short Form Prospectus, in all material respects,  constituted full, true and plain disclosure of 

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all materials facts relating to the Company and its  subsidiaries as well as to the securities offered pursuant to the Underwriting  Agreement. 
- **Underwriting.** The obligation of the Underwriter  under the Underwriting Agreement is to purchase 100% of the Shares. 
- **Underwriters' Fee.** The Selling Shareholder has  agreed to pay to the Underwriter a fee of $0.256 per Share on account of  services rendered in connection with the offering of the Shares. In  consequence, the Selling Shareholder has agreed to pay to the Underwriter a  maximum fee of $3,317,792.77. 
- **Representations and Undertakings.** The Company has  represented that the description of the Shares as it will appear in the  Preliminary Short Form Prospectus and the Final Short Form Prospectus will be,  in all material respects, a true and correct description of the Shares and the  securities offered pursuant to the Underwriting Agreement, that the  Preliminary Short Form Prospectus and the Final Short Form Prospectus will be  a true, exact and complete statement, in all material respects, of all facts  in relation to the Company and its subsidiaries and will disclose, in all  material respects, accurately and completely all material facts required to be  disclosed under the applicable securities legislation of the Provinces of  Canada and as required by the securities commission or other similar  regulatory authorities in the Provinces of Canada. The Company has also  represented and warranted that the Preliminary Short Form Prospectus and the  Final Short Form Prospectus will not contain any misrepresentation nor will  they omit to state any material facts which are necessary in order to make any  statement therein not misleading and to inform the Underwriter of any material  change requiring such prospectus to be modified. The Company has agreed to  deliver the number of commercial copies of the Preliminary Short Form  Prospectus and the Final Short Form Prospectus as well as all documents  incorporated by reference therein which the Underwriter may require. The  Company has also undertaken to obtain as soon as possible, but in any event  dated not later than September 18, 2003, all necessary authorisations from the  securities commission or other similar regulatory authority of the Provinces  of Canada, as the case may be, for the distribution of the Shares and all  necessary authorisations from the appropriate securities commission or similar  regulatory authorities having jurisdiction over the issue of the Shares  including all the authorisations necessary in each such Provinces of Canada  for the sale of the Shares to the public by duly authorised dealers.  In addition, the Company and the Selling Shareholder have agreed to indemnify  and hold harmless the Underwriter and each other as well as their directors,  officers, employees, and agents from all losses, claims, damages and  liabilities which the Underwriter, the Company or the Selling Shareholder, as  the case may be, as well as their directors, officers, employees, and agents  

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may suffer or incur as a result of (i)  misrepresentation of a material fact or the inaccuracy of a material statement  contained in the Preliminary Short Form Prospectus or the Final Short Form  Prospectus, or in the documents incorporated by reference or other documents  referred to in the Underwriting Agreement, or as a result of the omission to  include in the Preliminary Short Form Prospectus and the Final Short Form  Prospectus or other documents, any material fact required to make any  statement therein not misleading, or (ii) an order of a securities commission  or similar regulatory authorities in the Provinces of Canada based on any such  misrepresentation, inaccuracy or omission which restricts or prohibits the  sale of the Company's securities or the distribution of the securities. 

The Company has agreed that they will not,  without the prior written consent of the Underwriter (which shall not be  unreasonably withheld), directly or indirectly, offer to sell, issue sell,  grant purchase options, enter an agreement the object of which is the  issuance, the sale or the disposition of Common Shares, in each case for cash  (or any securities convertible into Shares or exchangeable against Shares), or  to agree to do any such things, or publicly announce its intention to so do  for 60 days from September 9, 2003. The Company has also agreed to use its  reasonable best efforts to get the shareholders party to a registration rights  agreement to which it is a party (other than the Selling Shareholder) to agree  to a similar standstill. 

In a separate undertaking, the Caisse de  dépôt et placement du Québec has agreed, on its own behalf and on behalf of  its affiliates, to a similar lock-up for a period of 90 days from the date of  closing. 

The Underwriter may terminate its  obligations under the Underwriting Agreement in the event that an enquiry,  proceeding or order of a securities commission or similar regulatory authority  in the Provinces of Canada is issued which, restricts or prohibits the sale of  the Company's securities or the distribution of the Shares by giving to the  Company and the Selling Shareholder a written notice to that effect at any  time prior to the closing. 
**-  Legal Opinions.  Fasken Martineau DuMoulin, counsel to the Company, will render opinions as to  all legal matters concerning the sale of the Shares and the various  authorisations required in connection therewith and all such other matters as  the Underwriter may reasonably request.  Ogilvy Renault, counsel to the Underwriter, will render opinions as to all  legal matters concerning the sale of the Shares and the various authorisations  required in connection therewith and all such other matters as the Underwriter  may reasonably request.  McCarthy Tétrault, counsel to the Selling Shareholder, and Mtre. Robert Coté  will render opinions as to all legal matters concerning the sale of the Shares  

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and the various authorisations required in connection  therewith and and all such other matters as the Underwriter may reasonably  request. 
-  **Certificate**. The President and Chief  Executive Officer and Vice-President and Chief Financial Officer of the  Company, or such other officer of the Company as the Company and the  Underwriter may agree, will provide, at the closing a certificate in  connection with the sale of the Shares, certifying, among other things, that: - the representations and warranties of the Company set out    in the Underwriting Agreement are true at the closing date; 
- the Company has executed all its obligations pursuant to    the Underwriting Agreement; and 
- no important change, material fact or event occurred that    should have been disclosed that was not.

Officers of the Selling Shareholder  acceptable to the Underwriter will provide, at the closing, a certificate in  connection with the sale of the Shares, certifying, among other things that:  
- the Selling Shareholder has executed all its obligations    pursuant to the Underwriting Agreement; and 
- the representations and warranties of the Selling    Shareholder set out in the Underwriting Agreement are true at the closing    date. 
-  **Expenses.** All expenses relating to  the issue and sale of the Shares will be paid by the Company, with the  exception of the fees and expenses of counsel to the Underwriter and the  Underwriter's expenses which will be paid by the Underwriter. In the event the  Shares are not delivered on the Closing Date, including for reasons of the  exercise by the Underwriter of its "out" clauses or the failure of the Company  or the Selling Shareholder to meet the conditions to closing, the Company and  the Selling Shareholder shall reimburse the Underwriter's expenses. **''Out'' Clauses.** The Obligations of  the Underwriters, under the Underwriting Agreement are subject to a ''disaster  out'' clause and a ''material change out'' clause. **Closing**. The closing for the issue  and sale of the securities will take place in Montreal, on September 25, 2003,  or on such other date as may be mutually agreed upon.**