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                                                                     Exhibit 4.5

THIS SHARE EXCHANGE AGREEMENT is made as of October 20, 2003:

Between:            AMARANTH L.L.C., constituted under the laws of
                    Delaware, having its registered office at One American Lane,
                    Greenwich, Connecticut, 06831 (the "HOLDER");


and:                TELESYSTEM INTERNATIONAL WIRELESS INC., constituted
                    under the laws of Canada, having its registered office at
                    1250 Rene-Levesque Street West, Montreal, Quebec, H3B 4W8
                    ("TIW");


WHEREAS the Holder is the beneficial owner of 1,009,300 ordinary Class A shares
(the "SHARES") in the share capital of ClearWave N.V. ("ClearWave");

WHEREAS the Holder wishes to exchange the Shares for common shares in the share
capital of TIW, and TIW wishes to issue common shares in its share capital in
exchange for the Shares, the whole upon the terms and conditions set forth
below;

NOW, THEREFORE, THE PARTIES AGREE as follows:


                                    SECTION 1

                                 SHARE EXCHANGE

1.1    SHARE EXCHANGE - The Holder hereby agrees to transfer the Shares to
       TIW, and TIW hereby agrees to issue common shares of its share capital to
       the Seller in exchange for the Shares, on the earlier of (i) two business
       days after the date on which both conditions precedent provided at
       Sections 2.1.1 and 2.1.2 have been satisfied and (ii) November 5, 2003,
       or such other date as the parties may agree to in writing (the "CLOSING
       DATE").

1.2    EXCHANGE RATIO - For each Share transferred by the Holder to TIW, TIW
       shall issue in exchange 1.362 common shares of its share capital, for an
       aggregate of 1,374,666 common shares (the "TIW SHARES").

                                    SECTION 2

                              CONDITIONS PRECEDENT

2.1    CONDITIONS PRECEDENT IN FAVOUR OF HOLDER - It shall be a condition
       precedent to the obligations under section 1 hereof of the Holder to
       exchange the Shares that:

       2.1.1   on or before the Closing Date, TIW will have obtained conditional
               listing approval and acceptance of the private placement notice
               from the Toronto Stock Exchange (the "TSX") for the issuance of
               1,374,666 TIW Shares to the Holder under section 1 hereof;


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       2.1.2   on or before the Closing Date, the Commission des Valeurs
               mobilieres du Quebec ("CVMQ") will not have objected to the
               information filed by TIW under Section 12 of the Securities Act
               (Quebec) (the "QUEBEC ACT") and section 115 of the regulation
               respecting security (Quebec) (the "QUEBEC REGULATION") in
               connection with the issuance of the TIW Shares or, if the CVMQ
               has objected to the information filed by TIW and required the
               filing of a prospectus to qualify the issuance of the TIW Shares,
               TIW will have filed such prospectus with the CVMQ on or before
               the Closing Date;

       2.1.3   all of the representations and warranties provided in section 4
               hereof shall be accurate as of the Closing Date as if made on the
               Closing Date.

2.2    CONDITIONS PRECEDENT IN FAVOUR OF TIW - It shall be a condition precedent
       to the obligations under section 1 hereof of TIW to issue the TIW Shares
       in exchange for the Shares that:

       2.2.1   on or before the Closing Date, TIW will have obtained conditional
               listing approval and acceptance of the private placement notice
               from the TSX for the issuance of 1,374,666TIW Shares to the
               Holder under section 1 hereof;

       2.2.2   on or before the Closing Date, the CVMQ will not have objected to
               the information filed by TIW under Section 12 of the Quebec Act
               and section 115 of the Quebec Regulation in connection with the
               issuance of the TIW Shares or, if the CVMQ has objected to the
               information filed by TIW and required the filing of a prospectus
               to qualify the issuance of the TIW Shares, TIW will have filed
               such prospectus with the CVMQ on or before the Closing Date;

       2.2.3   on or before the Closing Date, TIW shall have received formal
               written confirmation from BMO Nesbitt Burns (the "HOLDER
               BROKER"), that it holds, on behalf of the Holder, the Shares
               through The Canadian Depositary for Securities ("CDS") and that
               it will, on the Closing Date, take reasonable steps within its
               power to effect the transfer of the Shares through CDS's system,
               to the credit of the CDS's participant broker that TIW will have
               identified and given notice of, prior to the Closing Date (the
               "TIW BROKER"), it being understood that TIW and/or the TIW Broker
               may be required to take appropriate measures of their own to
               complete the transfer of the Shares through CDS's system;

       2.2.4   all of the representations and warranties provided in section 5
               hereof shall be accurate as of the Closing Date as if made on the
               Closing Date.

2.3    FAILURE TO MEET CONDITIONS PRECEDENT - Should any of the conditions
       precedent stipulated above in favour of one of the parties not be met
       within the time allowed, such party shall be released from its
       obligations to complete the share exchange as herein contemplated, save
       and except for its obligations under section 6.4 hereof, without
       prejudice to any other rights that it may have in law or by contract.


                                    SECTION 3

                                     CLOSING

3.1    TRANSFER OF OWNERSHIP OF THE SHARES - On the Closing Date, the Holder
       shall instruct the Holder Broker to transfer electronically the Shares,
       through CDS, to the account of the TIW Broker, for credit on the Closing
       Date.


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3.2    ISSUANCE OF TIW SHARES - Concurrently with the actions taken by the
       Holder pursuant to section 3.1 hereof, TIW shall deliver to the Holder a
       share certificate representing 1,374,666 fully paid and non-assessable
       TIW Shares registered in the name of the Holder.

                                    SECTION 4

                      REPRESENTATIONS AND WARRANTIES OF TIW

       TIW hereby represents and warrants to the Holder as follows:

4.1    EXISTENCE - TIW is a corporation incorporated and existing under the
       Canada Business Corporations Act.

4.2    POWER, CAPACITY AND AUTHORITY - TIW has full power and capacity to enter
       into and perform its obligations under this Agreement and TIW has taken
       all necessary corporate actions to authorize the execution, delivery and
       performance of this Agreement.

4.3    BINDING OBLIGATIONS - This Agreement constitutes the legal, valid and
       binding obligation of TIW, enforceable against TIW in accordance with its
       terms.

4.4    DULY ISSUED TIW SHARES - The TIW Shares, when issued as provided in this
       Agreement, will be issued as fully paid and non-assessable common shares
       of TIW.

4.5    AUTHORIZED CAPITAL - The authorized capital of TIW consists of an
       unlimited number of common shares and an unlimited number of preferred
       shares of which at the date hereof, and prior to giving effect to the
       issue of the TIW Shares, 93,522,460 common shares and 35,000,000 series 1
       non-voting preferred shares are issued and outstanding.

4.6    REPORTING ISSUER - TIW is subject to the continuous disclosure
       requirements under securities laws, rules and regulations in the
       Provinces of Canada where TIW is a reporting issuer (the "CANADIAN
       SECURITIES LAWS") and is not on the list of defaulting reporting issuers
       maintained under the Ontario Securities Act or the Quebec Securities Act.

4.7    LISTING - The common shares of TIW are listed and posted for trading on
       the TSX and on the Nasdaq SmallCap Market ("Nasdaq").

4.8    HART-SCOTT-RODINO FILING - TIW shall cooperate with the Holder in
       complying with the requirements of the Hart-Scott-Rodino Antitrust
       Improvements Act of 1976, as amended, including filing, upon the Holder's
       request, any Premerger Notification and Report Form required of TIW with
       the Federal Trade Commission and the Department of Justice.

4.9    NO BREACH - The execution, delivery, performance and compliance of or
       with the terms of this agreement by TIW, and the issuance and sale of the
       TIW Shares by TIW, does not and will not result in any breach of, or be
       in conflict with or constitute a default under, or create a state of
       facts which, after notice or lapse of time or both, would result in, a
       breach of or constitute a default under, any term or provision of the
       constating documents, by-laws or resolutions of TIW or any material
       mortgage, note, indenture, contract, agreement, instrument,


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       lease or other material document to which TIW is a party or by which it
       is bound, or any material judgment, decree, order, statute, rule or
       regulation applicable to TIW.

4.10   CONDITIONAL LISTING - TIW will use commercially reasonable efforts to
       obtain the acceptance for listing of the TIW Shares on the TSX as soon as
       possible.

4.11   QUALIFYING ISSUER - TIW is a qualifying issuer as defined in Multilateral
       Instrument 45-102 - Resale of Securities and is, and will have been for
       the four months preceding the Closing Date, a reporting issuer in the
       provinces of Ontario and Quebec.

4.12   FOREIGN ISSUER - TIW is a "foreign issuer" within the meaning of
       Regulation S and agrees to notify the Holder as soon as practicable upon
       it becoming a "domestic issuer", as those terms are defined in
       Regulation S.

4.13   FREELY-TRADEABLE SHARES - Subject to the truth and accuracy of the
       Holder's and TIW's representations and warranties set forth in sections 4
       and 5 hereof, respectively, the TIW Shares will be freely transferable on
       the TSX through an appropriately registered dealer in Canada, provided
       that (i) the Holder complies with the resale requirements set forth in
       section 2.6(3) of Multilateral Instrument 45-102 - Resale of Securities
       and (ii) the legend set forth in section 5.10 hereof contained on the
       certificate representing the TIW Shares has been removed in accordance
       with the procedures set forth in sections 5.11 and 5.12 hereof.

4.14   PRIVATE OFFERING - Subject to the truth and accuracy of the Holder's
       representations and warranties set forth in section 5 hereof, the offer,
       sale and issuance by TIW of the TIW Shares pursuant to this Agreement is
       exempt from the registration requirements of the U.S. Securities Act of
       1933 (the "1933 Act"). None of TIW, its subsidiaries or any person acting
       on its or their behalf has offered or will offer to sell any of the TIW
       Shares by means of any form of general solicitation or general
       advertising (as those terms are used in Regulation D under the 1933 Act)
       or in any manner involving a public offering within the meaning of
       Section 4(2) of the 1933 Act.

4.15   OWNERSHIP - TIW beneficially owns, directly or indirectly, in excess of
       20% of the ordinary Class A shares of ClearWave.


                                    SECTION 5

                  REPRESENTATIONS AND WARRANTIES OF THE HOLDER

       The Holder hereby represents and warrants to TIW as follows:

5.1    EXISTENCE - The Holder is a limited liability company incorporated and
       existing under the laws of Delaware.


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5.2    POWER, CAPACITY AND AUTHORITY - The Holder has full power and capacity to
       enter into and perform its obligations under this Agreement and the
       Holder has taken all necessary actions to authorize the execution,
       delivery and performance of this Agreement.

5.3    BINDING OBLIGATION - This Agreement constitutes the legal, valid and
       binding obligation of the Holder, enforceable against the Holder in
       accordance with its terms.

5.4    OWNERSHIP OF SHARES - The Holder is the sole beneficial owner of the
       Shares with good and marketable title thereto. The Shares are fully paid,
       free and clear of any pledges, mortgages, liens, charges, options,
       pre-emption rights, claims or other encumbrances of any kind whatsoever,
       whether absolute or contingent.

5.5    REGULATORY FILINGS - If required by any applicable securities laws or
       regulations, the Holder will assist TIW in filing such reports,
       undertakings and other documents with respect to the exchange of the
       Shares and the issue of the TIW Shares as may be required by any relevant
       securities commission or other regulatory authority, it being understood
       that the Holder is entering into this Agreement with the understanding
       that the TSX will not impose any hold period for the resale of the TIW
       Shares by the Holder.

5.6    RESALE IN ACCORDANCE WITH CANADIAN SECURITIES LAWS - The Holder will not
       resell the TIW Shares in Canada except in accordance with Canadian
       Securities Laws.

5.7    NO REGISTRATION UNDER THE 1933 ACT - The Holder acknowledges that the TIW
       Shares are "restricted securities" and have not been and will not be
       registered under the 1933 Act or the securities laws of any state of the
       United States and may not be offered or sold, directly or indirectly, in
       the United States or to, or for the account or benefit of, a U.S. Person
       (as defined in Rule 902(k) of Regulation S promulgated under the 1933
       Act) unless registered under the 1933 Act or an exemption from such
       registration requirements is available, and in any event in compliance
       with applicable state securities or "blue sky" laws and that TIW's
       reliance on such exemption is predicated on the Holder's representations
       set forth herein.

5.8    RESALE IN ACCORDANCE WITH U.S. SECURITIES LAWS - The Holder acknowledges
       that the TIW Shares may be resold without registration under the 1933 Act
       only in certain limited circumstances if an exemption from registration
       under the 1933 Act is available. In this respect, the Holder represents
       that it is acquiring such securities for its own account for investment
       and not with a view to distribution in violation of the 1933 Act and that
       it is familiar with Rule 144 promulgated under the 1933 Act, as presently
       in effect, and understands the resale limitations imposed thereby and
       otherwise by the 1933 Act. The Holder further understands that TIW has no
       obligation to file a registration statement with respect to the TIW
       Shares.

5.9    ACCREDITED INVESTOR - The Holder is an accredited investor as defined in
       Rule 501(a) of Regulation D promulgated under the 1933 Act. By reason of
       the Holder's business and financial experience, sophistication and
       knowledge, the Holder is capable of evaluating the risks and merits of
       the investment made pursuant to this Agreement and can bear the economic
       risks of its investment. In this regard, it acknowledges that it has been
       afforded (i) access to information about TIW and its subsidiaries and
       associates and TIW's financial condition, operations, business, property,
       management and prospects sufficient to enable it to evaluate its
       investment in the TIW Shares and (ii) the opportunity to ask questions as
       it deems

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       necessary of, and to receive answers from, representatives of TIW
       concerning the terms and conditions of the exchange of the Shares for TIW
       Shares and the merits and risks of investing in the TIW Shares.

5.10   LEGENDS - To the extent applicable, each certificate or other document
       evidencing any of the TIW Shares shall, for so long as required by
       applicable law, be endorsed with the legends substantially in the form
       set forth below: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
       REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
       (THE "1933 ACT"), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR
       HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT, OR UNLESS THE
       COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE,
       SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS
       NOT REQUIRED." A NEW CERTIFICATE BEARING NO LEGEND MAY BE OBTAINED FROM
       COMPUTERSHARE TRUST COMPANY OF CANADA UPON DELIVERY OF THIS CERTIFICATE
       AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO THE ISSUER, TO
       THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING
       MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT.

5.11   REMOVAL OF LEGENDS PURSUANT TO RULE 144 - The legend set forth in
       section 5.10 hereof will be removed by delivery of substitute
       certificate(s) without such legend (i) with respect to shares that have
       been registered pursuant to the 1933 Act, (ii) with respect to shares
       that have been sold in reliance on and in accordance with Rule 144 under
       the 1933 Act, or (iii) if the holder has delivered to TIW's transfer
       agent and TIW a copy of a letter from the staff of the United States
       Securities and Exchange Commission, or an opinion of counsel in form and
       substance reasonably satisfactory to TIW and its counsel, to the effect
       that such legend is not required for purposes of the 1933 Act. In the
       event of a sale or other disposition by the Holder pursuant to Rule 144
       under the 1933 Act (other than pursuant to Rule 144(k)) of shares
       received by the Holder under this Agreement, the Holder will supply TIW
       with evidence of compliance with such Rule, in the form of a letter
       substantially in the form of Annex I to this Agreement. TIW may instruct
       its transfer agent to withhold the transfer of any shares disposed of by
       the Holder pursuant to Rule 144 under the 1933 Act (other than pursuant
       to Rule 144(k)), but upon receipt of such evidence of compliance the
       transfer agent shall effectuate the transfer of the shares sold as
       indicated in the letter.

5.12   REMOVAL OF LEGENDS PURSUANT TO REGULATION S - The legend set forth in
       section 5.10 hereof will be removed by delivery of substitute
       certificate(s) without such legend in connection with a sale made
       pursuant to Rule 904 of Regulation S under the 1933 Act upon delivery of
       the certificate representing the TIW Shares so sold and a duly executed
       declaration, in a form satisfactory to TIW's transfer agent and TIW, to
       the effect that:


          (a)  the sale of the securities represented thereby is being made in
               compliance with Rule 904 of Regulation S under the 1933 Act; and

          (b)  certifying that:

               (i)  the offer of such securities was not made to a person in the
                    United States and either (x) at the time the buy order was
                    originated, the buyer was outside the United States, or the
                    Holder and any person acting on his behalf reasonably
                    believe that the buyer was outside the United States, or (y)
                    the transaction was executed in, on or through the
                    facilities of the Toronto Stock Exchange and neither the
                    Holder nor any person

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                      acting on his behalf knows that the transaction has been
                      prearranged with a buyer in the United States;

               (ii)   neither the Holder nor any person acting on his behalf
                      engaged in any directed selling efforts in connection with
                      the offer and sale of such securities;

               (iii)  the sale is bona fide and not for the purpose of "washing
                      off" resale restrictions imposed because the securities
                      are "restricted securities"; and

               (iv)   the sale is not a transaction or part of a series of
                      transactions which, although in technical compliance with
                      Regulation S, is part of a plan or scheme to evade the
                      registration requirement of the 1933 Act.

       Terms used in this section 5.12 have the meanings given to them by
       Regulation S under the 1933 Act.

                                    SECTION 6

                                  MISCELLANEOUS

6.1    MOST FAVOURED NATION TREATMENT - If, at any time within 180 calendar
       days from the date of this Agreement, TIW directly or indirectly acquires
       ordinary Class A shares in the share capital of ClearWave or other
       securities of ClearWave derived from those ordinary Class A shares
       ("ClearWave Shares") from another holder of ClearWave Shares in
       circumstances where (i) in the case where the ClearWave Shares are
       acquired by TIW in exchange for common shares of TIW, the exchange ratio
       is more favorable to the vendor of ClearWave Shares than the exchange
       ratio specified under Section 1.2 herein (as adjusted to reflect any
       stock-split, consolidation or similar events affecting the share capital
       of TIW or ClearWave) or (ii) in the case where the ClearWave Shares are
       acquired for cash, or a combination of common shares of TIW and cash, the
       value of the consideration received for the ClearWave Shares, if
       translated into a number of common shares of TIW using the volume
       weighted average trading price of TIW's common shares on the TSX during
       the 15 trading days ended on the third trading day prior to the
       completion of such transaction (or on Nasdaq, whichever organized market
       has the greater volume of trades on TIW's common shares during such
       period), would result in an exchange ratio for the ClearWave Shares more
       favorable to the vendor of the ClearWave Shares than that specified under
       Section 1.2 herein (as adjusted to reflect any stock-split, consolidation
       or similar events affecting the share capital of TIW or ClearWave) (each
       such transaction hereinafter referred to as a "Premium Acquisition" and
       the effective exchange ratio of common shares of TIW per ClearWave Share
       in each such Premium Acquisition hereinafter referred to as a "Premium
       Exchange Ratio"), then TIW shall (a) immediately notify the Holder of
       such Premium Acquisition and the terms of the Premium Acquisition
       (including the consideration provided therein) and shall, as soon as
       practicable thereafter, provide the Holder with any documentation
       evidencing the Premium Acquisition, and (b) within 30 days of TIW
       completing the Premium Acquisition, TIW shall deliver to the Holder an
       additional number of common shares of TIW equal to the product of (i) the
       number of ClearWave Shares transferred to TIW pursuant to this Agreement,
       and (ii) the positive difference, if any, between (A) the Premium
       Exchange Ratio, and (B) the exchange ratio of common shares of TIW per
       ClearWave Share specified under Section 1.2. If there shall occur within
       180 calendar days of the date of this Agreement a reclassification of the
       common shares of TIW, an exchange of the common shares of TIW into other
       shares or other securities


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       of TIW or another entity, a consolidation, amalgamation or merger of TIW
       with or into another entity (a "Reorganization Event"), the Holder who is
       entitled to receive common shares of TIW under this Section shall be
       entitled to receive and shall accept, in lieu of common shares of TIW,
       such other securities which the Holder would have been entitled to
       receive as a result of such event had the Holder been a holder of common
       shares of TIW, provided that such other securities are listed on a
       recognized stock exchange and provided that the securities delivered to
       the Holder are freely tradeable. For the avoidance of doubt, in
       calculating the number of securities the Holder is entitled to receive
       upon a Premium Acquisition in the context of a Reorganization Event, the
       method applied for TIW's common shares under Section 6.1(ii) shall be
       used mutatis mutandis.

6.2    SURVIVAL OF REPRESENTATIONS AND WARRANTIES - The representations and
       warranties made in this Agreement shall survive the execution and
       delivery of this Agreement and the purchase and sale of the Shares for a
       period of 180 calendar days following the date of this Agreement.

6.3    PROVISION OF INFORMATION - At any time when TIW is neither subject to
       Section 13 or 15(d) of the United States Securities Exchange Act of 1934,
       as amended (the "1934 Act"), nor exempt from the filing requirements of
       the 1934 Act pursuant to Rule 12g3-2(b) thereunder, TIW agrees to furnish
       holders and prospective purchasers of TIW Shares with the information
       required by Rule 144A(d)(4) under the 1933 Act.

6.1    VALIDITY OF AGREEMENT - Nothing in this Agreement shall prejudice or
       affect the validity and enforceability of this Agreement and the parties
       hereto irrevocably waive any objection which they may have now or
       hereafter in any court or judicial or quasi-judicial proceedings with
       regard to the unenforceability or illegality of any of the transactions
       contemplated hereby or their respective terms. Each of the parties hereto
       undertakes in its own name to sign any document and take any measure
       which is necessary in order to give full effect to its obligations under
       the provisions of this Agreement.

6.2    AMENDMENTS - This Agreement may only be amended, modified, supplemented,
       varied or replaced by a document in writing executed by both parties.

6.3    ASSIGNMENT - A party may not assign or transfer this Agreement or any of
       its rights or obligations thereunder without the prior written consent of
       the other party.

6.4    CONFIDENTIALITY - The parties acknowledge having signed a letter dated
       August 1, 2003, pertaining to the treatment of confidential information
       under Canadian and American securities laws, which forms an integral part
       hereof. The parties further acknowledge that the terms and conditions of
       this Agreement are strictly confidential and agree to hold such terms and
       conditions in strict confidence and not to disclose them to any person,
       except as may be otherwise permitted by this Agreement or required by law
       (including without limitation any order of a court of competent
       jurisdiction) or by the rules of any recognized stock exchange, or
       governmental or other regulatory body, other than their respective
       shareholders, employees and representatives, it being understood that the
       disclosing party shall have the obligation to inform any person to whom
       the terms and conditions of this Agreement are disclosed of the
       confidential nature thereof.

       TIW covenants not to enter into, and not to permit any of its affiliates
       to enter into, any confidentiality arrangements in respect of a direct or
       indirect acquisition of ClearWave Shares which might prevent TIW from
       complying with its obligations under section 6.1.


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6.5    COUNTERPART - This Agreement may be executed in two or more counterparts,
       each of which shall be deemed an original, but all of which shall, when
       taken together, constitute one and the same instrument.

6.6    TIME OF ESSENCE - Each date, time or period referred to in this Agreement
       is of the essence. If any of the parties agree in writing to vary a date,
       time or period, the varied date, time or period is of the essence.

6.7    EXPENSES - The Holder and TIW shall each be responsible for the expenses
       (including fees and expenses of legal advisers, accountants and other
       professional advisers) incurred by them, respectively, in connection with
       the negotiation and execution of this Agreement and the finalization of
       the transactions contemplated hereby, provided however that TIW shall be
       responsible for all expenses relating to the fulfillment of the
       conditions provided in sections 2.1.1 and 2.1.2 hereof.

6.8    ENTIRE AGREEMENT - Subject to Section 6.4, This Agreement and each
       document referred to in it constitutes the entire agreement and
       supersedes any previous agreements between the parties relating to the
       subject matter of this Agreement.

6.9    GOVERNING LAW AND JURISDICTION - This agreement will be governed by and
       construed in accordance with the laws of the Province of Quebec, without
       giving effect to any choice of law or conflicting provision or rule
       (whether of the Province of Quebec, or any other jurisdiction) that would
       cause the laws of any jurisdiction other than the Province of Quebec to
       be applied. In furtherance of the foregoing, the law of the Province of
       Quebec will control the interpretation and construction of this
       Agreement, even if under such jurisdiction's choice of law or conflict of
       law analysis, the substantive law of some other jurisdiction would
       ordinarily apply. Any legal action or proceeding with respect to this
       Agreement or any related document may be brought exclusively in the
       courts of the Province of Quebec, and by execution and delivery of this
       Agreement, each party hereby irrevocably accepts for itself and in
       respect of its property and assets, generally and unconditionally the
       jurisdiction of the aforesaid courts.

The parties have requested that this Agreement and any related documents be
drawn up and executed only in the English language. Les parties ont exige que la
presente convention ainsi que les documents afferents soient rediges et executes
en langue anglaise seulement.

IN WITNESS WHEREOF this Agreement has been executed by the parties hereto and is
intended to be and is hereby delivered on the date first above written.



                   AMARANTH L.L.C

           By:
                   -------------------------------------------------------------
                   Name:
                   Title:


                                       9

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                   TELESYSTEM INTERNATIONAL WIRELESS INC.

           By:
                   -------------------------------------------------------------
                   Name:
                   Title:



                                       10

<PAGE>


                                     ANNEX I

                             FORM OF RULE 144 LETTER

Telesystem International Wireless Inc.
1250 Rene-Levesque Street West
Montreal, Quebec
H3B 4W8

On      , the undersigned sold the securities of Telesystem International
Wireless Inc. ("TIW") described below in the space provided for that purpose
(the "Securities"). The Securities were received by the undersigned in
connection with the Share Exchange Agreement dated as of October 20, 2003
between TIW and the undersigned.

Based upon the most recent report or statement filed by TIW with the Securities
and Exchange Commission, the Securities sold by the undersigned were within the
prescribed limitations set forth in Rule 144(e) promulgated under the U.S.
Securities Act of 1933, as amended (the "1933 Act").

The undersigned hereby represents that the Securities were sold in "brokers'
transactions" within the meaning of Section 4(4) of the 1933 Act or in
transactions directly with a "market maker" as that term is defined in Section
3(a)(38) of the Securities Exchange Act of 1934, as amended. The undersigned
further represents that the undersigned has not solicited or arranged for the
solicitation of orders to buy the Securities, and that the undersigned has not
made any payment in connection with the offer or sale of the Securities to any
person other than to the broker who executed the order in respect of such sale.



                                         Very truly yours,

Dated:


      [Space to be provided for description of securities.]


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