<PAGE>
                                                                               .
                                                                               .
                                                                               .
                                                                    Exhibit 10.1
                                  MOBIFON S.A.
                             CONTRACT OF ASSOCIATION

                               TABLES OF CONTENTS

<TABLE>
<S>                                                                                                                          <C>
RECITALS.................................................................................................................     5

TERMS AND CONDITIONS.....................................................................................................     5

SECTION 1. DEFINITIONS...................................................................................................     5

SECTION 2.  THE COMPANY..................................................................................................     7

   2.1   COMPANY NAME....................................................................................................     7
   2.2   REGISTERED ADDRESS..............................................................................................     7
   2.3   LEGAL FORM......................................................................................................     7
   2.4   DURATION........................................................................................................     7
   2.5   OBJECT OF ACTIVITY..............................................................................................     8

SECTION 3. CAPITAL.......................................................................................................     9

   3.1   SUBSCRIBED CAPITAL..............................................................................................     9
   3.2   ROMANIAN LEAD PARTNER...........................................................................................
   3.3   ATE OPTION......................................................................................................    10

SECTION 4. TRANSFER OF SHARES; RIGHT OF FIRST REFUSAL....................................................................    10

   4.1   GENERAL TRANSFER RESTRICTIONS...................................................................................    10
   4.2   25% RULE........................................................................................................    11
   4.3   NON-COMPLIANCE..................................................................................................    14
   4.4   TRANSFERS TO WHOLLY-OWNED AFFILIATES ALLOWED....................................................................    14
   4.5   BONA FIDE OFFER; TRANSFERRED INTEREST; TRANSFER NOTICE..........................................................    15
   4.6   RIGHT OF FIRST REFUSAL..........................................................................................    16
   4.7   CHANGE IN CONTROL OF LOGIC......................................................................................    19
   4.8   WINDOW PERIOD...................................................................................................
   4.9   "FAIR MARKET VALUE" DEFINED.....................................................................................    19

SECTION 5. PREEMPTIVE RIGHTS.............................................................................................    21

SECTION 6. TRANSFERABILITY OF ACQUISITION RIGHTS.........................................................................    21

SECTION 7. REMEDIES IN THE EVENT OF DEFAULT DUE TO A FAILURE TO FUND.....................................................    22

   7.1   FAILURE TO FUND INITIAL CAPITAL STRUCTURE.......................................................................    22
   7.2   FAILURES TO FUND................................................................................................    23

SECTION 8. GUARANTEES BY SHAREHOLDERS....................................................................................    25
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                                                          <C>
SECTION 9.  DIVIDENDS....................................................................................................    26

SECTION 10. PUBLIC OFFERING / REGISTRATION RIGHTS........................................................................    26

SECTION 11. CONFIDENTIALITY..............................................................................................    26

SECTION 12. NON-COMPETITION..............................................................................................    27

   12.1  TERM OF EFFECTIVENESS...........................................................................................    27
   12.2  "BUSINESS" DEFINED..............................................................................................    27
   12.3  NON-COMPETITION.................................................................................................    27
   12.4  NO OWNERSHIP/FINANCIAL INTEREST IN COMPETITORS..................................................................    28
   12.5  NO SOLICITATION OF CUSTOMERS....................................................................................    28
   12.6  NO SOLICITATION OF EMPLOYEES....................................................................................    28
   12.7  EXAMPLES OF COMPETITION.........................................................................................    29
   12.8  EXCEPTIONS......................................................................................................    29
   12.9  INJUNCTIVE RELIEF...............................................................................................    29

SECTION 13. AGREEMENTS WITH SHAREHOLDERS.................................................................................    30

SECTION 14. COVENANTS....................................................................................................    30

SECTION 15. PUBLICITY; ANNOUNCEMENTS.....................................................................................    30

   15.1  ANNOUNCEMENTS MADE BY SHAREHOLDERS..............................................................................    30
   15.2  ANNOUNCEMENTS MADE BY THE COMPANY...............................................................................    31

SECTION 16. REGISTRATION.................................................................................................    32

SECTION 17. TERM AND TERMINATION.........................................................................................    32

SECTION 18. SURVIVAL.....................................................................................................    33

SECTION 19. GOVERNING LAW................................................................................................    33

SECTION 20. DISPUTE RESOLUTION...........................................................................................    33

SECTION 21. ARBITRATION..................................................................................................    33

SECTION 22. SPECIFIC PERFORMANCE.........................................................................................    34

SECTION 23. COMPLIANCE WITH LAWS.........................................................................................    34

SECTION 24. FORCE MAJEURE................................................................................................    35

SECTION 25. NOTICES AND COMMUNICATIONS...................................................................................    35

SECTION 26. AMENDMENT AND WAIVER.........................................................................................    36
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                                                          <C>
SECTION 27. LANGUAGE.....................................................................................................    36

SECTION 28. ASSIGNMENT...................................................................................................    36

SECTION 29. ENTIRE AGREEMENT.............................................................................................    37

SECTION 30. SEVERABILITY.................................................................................................    37

SECTION 31. HEADINGS AND CAPTIONS........................................................................................    37

SECTION 32. NO AGENCY....................................................................................................    37

SECTION 33. RELATIONSHIP.................................................................................................    38

SECTION 34. COST-SHARING AGREEMENT.......................................................................................    38

SECTION 35. COUNTERPARTS.................................................................................................    38

ATTACHMENT A.............................................................................................................    42
</TABLE>

<PAGE>

                                   MOBIFON SA

                             CONTRACT OF ASSOCIATION

THIS CONTRACT OF ASSOCIATION (this "Agreement") is entered into as of November
22,1996, by and among the following shareholders (hereinafter referred to
individually as a "Shareholder," and collectively as the "Shareholders"):

FOREIGN PARTNERS:

         CLEARWAVE HOLDING B.V., a corporation existing and organised in
         accordance with the laws of the Netherlands, having its registered
         office at Strawinskylaan 707, Amsterdam 1077XXX ('ClearWave"),
         represented by______________;

         VODAFONE EUROPE B.V., a corporation existing and organised in
         accordance with the laws of the Netherlands with its principal place of
         business located at CM Weena 70, 3062 MA Rotterdam, The Netherlands
         ("ATE"), represented by ____________;

         DERASO HOLDINGS BV, a company existing and organised in accordance with
         the laws of Netherlands, with its principal place of business located
         at Amsterdam, Koningslaan St., ("Deraso"), represented by
         ___________________;

         COMMERCIAL CAPITAL EMERGING MARKETS LIMITED, a company organized and
         existing in accordance with the laws of Cyprus, with its registered
         office located at 2-4 Arch. Makarios III Ave., Nicosia, Cyprus
         ("Commercial Capital"),

         DEVAYNES HOLDINGS LIMITED, a company organized and existing in
         accordance with the laws of Cyprus, with its registered office located
         at 2-4 Arch. Makarios III Avenue, Capital Center, 9th floor, Nicosia
         1505, Cyprus ("Devaynes"),

         UPSON ENTERPRISES LIMITED, a company organized and existing in
         accordance with the laws of Cyprus, with its registered office located
         at 2-4 Arch. Makarios III Avenue, Capital Center, 9th floor, Nicosia
         1505, Cyprus ("Upson"),

<PAGE>

         DARGATE LIMITED, a company organized and existing in accordance with
         the laws of Cyprus, with its principal place of business in Julia
         House, 3 Themistocles Dervis Street, CY-1066 Nicosia ("Dargate")

         MOBIFON, , a company organized and existing in accordance with the laws
         of Romania, with its principal place of business in Bucharest, 3 Nerva
         Traian St. ("MobiFon")

                                    RECITALS

         WHEREAS, the Ministry of Communications of Romania has announced that
         it will be awarding two GSM licenses to provide cellular mobile
         telephony services in Romania;

         WHEREAS, the Shareholders intend to form a joint stock company (the
         "Company") for the purpose of operating under such GSM license in
         Romania;

         WHEREAS, the Shareholders will be the holders of all of the outstanding
         shares of the Company; and

         WHEREAS, the Shareholders wish to set forth the respective rights,
         obligations and interests of the Shareholders to one another and to the
         Company in a legally binding contract of association and statutes;

         NOW, THEREFORE, the Shareholders hereby agree to the following terms
         and conditions:

                              TERMS AND CONDITIONS

SECTION 1. DEFINITIONS

         For the purpose of this Agreement, each of the terms and expressions
         listed below shall have the following meaning:

<PAGE>

         "AFFILIATE" in relation to any Shareholder means any individual or
         corporate entity, which directly or indirectly controls such
         Shareholder, or is controlled by such Shareholder, or is under common
         control of such Shareholder. For the purpose of this definition, the
         term "control" means the possession (direct or indirect) of the power
         to vote in excess of fifty percent (50%) of the voting shares of the
         entity.

         "AGREEMENT" means this Contract of Association and the appended
         Statutes entered into by and among the Shareholders.

         "BOARD OF ADMINISTRATORS" means the Board of Administrators of the
         Company.

         "BUSINESS" shall have the meaning given to it in Section 12.2.

         "CAPITAL STRUCTURE" means the capital structure of the Company.

         "FAIR MARKET VALUE" shall have the meaning given to it in Section 4.9.

         "GAAP" means generally accepted accounting principles and practices.

         "LICENSE" means the GSM license granted by the government to the
         Company to build, operate and exploit wireless telecommunications
         services in Romania.

         "LICENSE EXECUTION DATE" means the date on which the awarded Licenses
         have been executed by the Company and the Ministry of Communications
         (or other duly authorised governmental body).

         "MINISTRY" means the Ministry of Communications of Romania.

         "RELATED PARTY TRANSACTION" means a transaction between the Company on
         the one hand, and an administrator, director, officer, or Shareholder
         (or its Affiliate) of the Company on the other hand.

         "SHAREHOLDER" shall mean each of the parties to this Agreement.

         "SHARES" means the shares of equity in the Company.

         "STATUTES" means the statutes (i.e., the bylaws) of the Company.

<PAGE>

         "UNANIMOUS VOTE" shall mean the approval of the Shareholders or the
         Administrators, as the case may be, representing all of the outstanding
         Shares of the Company.

         "WHOLLY OWNED AFFILIATE" shall have the meaning given to it in Section
         4.4.2.

SECTION 2. THE COMPANY

         2.1 COMPANY NAME

         The legal corporate name of the Company shall be MobiFon SA.

         2.2 REGISTERED ADDRESS

         2.2.1    The headquarters of the Company shall be Str. Nerva Traian 3,
                  Complex M101, Sector 3, 74228, Bucharest, Romania.

         2.2.2    The Company may open representative offices, affiliates,
                  subsidiaries, agencies or work points in Romania or abroad,
                  upon the decision of the Extraordinary General Assembly.

         2.2.3.   The Company opens points of work, based upon the decision of
                  the Board of Administrators.

         2.3 LEGAL FORM

         2.3.1    The Company shall be a joint stock company organised under the
                  laws of Romania.

         2.3.2    The Company shall be governed by the applicable provisions of
                  Romanian legislation, the provisions of this Contract of
                  Association and the attached Statutes and any amendments
                  thereto.

         2.4 DURATION

         The duration of the Company shall be unlimited in time.

<PAGE>

         2.5 OBJECT OF ACTIVITY

         The main activity of the Company is telephony activities (CAEN code
         6421).

         The object of activity of the Company shall be to operate a business
         utilising the License in Romania, and to conduct the following
         activities:

                  a.       the development, design, construction, ownership,
                           management, operation and maintenance of the cellular
                           mobile system and the marketing and exploitation of
                           the cellular mobile service thereon to the fullest
                           extent permitted by the License; and

                  b.       the participation in activities or businesses
                           necessary, appropriate, ancillary, or complementary
                           to the provision of cellular mobile service; and

                  c.       the development and pursuit of wireless
                           telecommunications businesses in Romania or Moldova
                           and any businesses necessary, appropriate, ancillary
                           or complementary to such wireless telecommunications
                           businesses;

                  d.       the sale and lease of cellular phones;

                  e.       import/export of any type of goods, services and
                           consumer goods that are legally authorised to be
                           imported or exported, as well as wholesale and retail
                           sales on the Romanian import and domestic goods
                           market;

                  f.       development and supply of software in support of the
                           Company's business;

                  g.       opening and functioning of cafes (Class 554);

                  h.       data transmission (Class 6423); radio-communications
                           (Class 6433); telephony activities (Class 6421);
                           telecommunication services other than those provided
                           elsewhere in the existing classification (Class
                           6442);

<PAGE>

                  i.       advertising services to third parties through the
                           Company's "Newsletter" (Class 7440).

                  j.       Publicity (class 7440)

SECTION 3. CAPITAL

         3.1 SUBSCRIBED CAPITAL

         3.1.1    The social capital of the Company is 2,002,797,670,000 ROL of
                  which 197,914,966 USD and 371,640,540,000 ROL.

         3.1.2    The social capital is divided into 200,279,767 shares, each
                  with a nominal value of 10,000 ROL.

         3.1.3    The social capital is fully subscribed and paid as follows:

                  1. ClearWave Holdings B.V. - USD 117,124,812 (equivalent
                     to ROL 973,701,170,000) and ROL 122,949,380,000
                     representing 54.755% of the registered capital,
                     divided into 109,665,055 nominal shares with a value
                     of ROL 10,000 each;

                  2. Vodafone Europe BV - USD 37,917,036 (equivalent to
                     ROL 402,562,330,000), representing 20.1% of the
                     registered capital, divided into 40,256,233 nominal
                     shares with a value of ROL 10,000 each;

                  3. EEIF Melville B.V. - USD 29,545,118 (equivalent to
                     ROL 111,355,550,000), representing 5.55% of the
                     registered capital, divided into 11,135,555 nominal
                     shares with a value of ROL 10,000 each;

                  4. Deraso Holging B.V.- USD 13,328,000 (equivalent to
                     ROL 143,538,080,000) and ROL 144,864,780,000
                     representing 14.4% of the registered capital, divided
                     into 28,840,286 nominal shares with a value of ROL
                     10,000 each;

<PAGE>

                  5. Dargate Limited - ROL 17,110,120,000 representing
                     0.854% of the registered capital, divided into
                     1711,012 nominal shares of ROL 10,000 each;

                  6. Dvaynes Holdings Limited - ROL 9,991,950,000
                     representing 0.498% of the registered capital,
                     divided into 999,195 nominal shares with a value of
                     ROL 10,000 each;

                  7. UPSON Enterprises Limited - ROL 5,245,780,000
                     representing 0.261% of the registered capital,
                     divided into 524,578 nominal shares with a value of
                     ROL 10,000 each;

                  8. Commercial Capital Emerging Markets Limited - ROL
                     4,884,850,000 representing 0,243% of the registered
                     capital, divided into 488,485 nominal shares with a
                     value of ROL 10,000 each.

                  9. MobiFon SA - ROL 43,459,180,000 representing 3,325%
                     of the registered capital, divided into 4,345,918
                     nominal shares with a value of ROL 10,000 each.

         3.3 ATE OPTION.

         ATE shall have an option (the "Option"), exercisable at any time prior
         to the third anniversary of the award of the License, to acquire from
         the Company ten percent (10%) of the total equity of the Company on a
         fully diluted basis in the form of Shares, for a consideration equal to
         the cumulative contributed equity capital of said Shares made to the
         Company and the assumption of a pro rata share of the shareholder
         guarantees and the issuance of a pro rata share of the shareholder
         loans, if any, at the date of the exercise of the Option. Such Option
         may be exercisable in whole or in part in the discretion of ATE.

<PAGE>

SECTION 4. TRANSFER OF SHARES; RIGHT OF FIRST REFUSAL.

         4.1 GENERAL TRANSFER RESTRICTIONS.

         4.1.1    No Shareholder may assign, sell, transfer (including a
                  transfer by means of a dissolution, merger, consolidation or
                  otherwise by operation of law), or otherwise dispose of (any
                  such transaction being referred to in this Section as a
                  "transfer"), pledge, hypothecate, grant a security interest in
                  or otherwise encumber its Shares except in accordance with
                  this Section.

         4.1.2    No transfer of Shares shall be permitted between the date on
                  which the Company is formed and the License Execution Date.

         4.1.3    For the purpose of this Section 4, the term "Shares" shall
                  also include the subscription rights therefor.

         4.1.4.   Unless Vodafone and CLEARWAVE agree, no transfer of Shares
                  shall be permitted, directly or indirectly, to either

             a.   a telecommunications operator; or

             b.   a telecommunications equipment manufacturer; or

             c.   a transferee who is not of equivalent financial strength as
                  the transferor.

         4.2 25% RULE.

         For the purposes of this Section 4, a transfer of Shares shall include
         any direct sale of Shares in the Company, and any sale of an equity
         interest in an entity which directly or indirectly owns Shares, in one
         transaction or series of transactions, where over 25% of the Fair
         Market Value of the assets held by the entity being sold or transferred
         (the "Relevant Entity") directly or indirectly consists of Shares. For
         the avoidance of doubt, in the event of a sale of an equity interest (a
         "Relevant Interest") in a Relevant Entity, the following shall apply:

         4.2.1    For the purpose of clause 4.5.1:

                  (a)      the entity which directly owns the Relevant Shares
                           shall be deemed to be the Transferring Shareholder;

<PAGE>

                  (b)      The Relevant Shares shall be the number of Shares
                           which the Relevant Interest directly or indirectly
                           represents so that, by way of example, the sale of
                           10% of the Relevant Interest in a Relevant Entity
                           which holds 10% of the Shares shall mean the Relevant
                           Shares are 1% of the Shares;

                  (c)      The Transferring Shareholder shall be deemed to have
                           received a bona fide written offer which it has
                           accepted, pending the exercise of the right of first
                           refusal pursuant to Section 4, to sell the Relevant
                           Shares (which shall be the "Transferred Interest")
                           once the seller of the Relevant Interest has received
                           and accepted such an offer;

         4.2.2    For the purpose of clause 4.5.2, the proposed purchaser and
                  terms and conditions of sale for the Relevant Interest shall
                  be deemed to be the proposed purchaser and terms and
                  conditions of sale for the Transferred Interest and the
                  purchase price shall be the price to be paid for the Relevant
                  Shares (excluding the mutually agreed allocation of any assets
                  comprised in the Relevant Interest which do not directly
                  consist of Shares) apportioned across the Relevant Shares;

         4.2.3    For the purpose of clause 4.6.1, the "impracticable
                  requirements" shall be deemed to include any terms and
                  conditions relating to the Relevant Entity, so that (without
                  limitation) the Non-Transferring Shareholders shall have no
                  right or obligation to become a shareholder in or party to a
                  shareholders agreement relating to the Relevant Entity.

         4.2.4    For the purpose of clause 4.6.5:

                  (a)      rather than the "transferring Shareholder" being
                           "free ... to consummate the sale of the Transferred
                           Interest", the proposed transferor of the Relevant
                           Interest will be "free ... to consummate the sale of
                           the Relevant Interest";

                  (b)      the proviso to clause 4.6.5 will not apply;

                  (c)      the Non-Transferring Shareholders will be deemed to
                           have failed to elect to exercise their purchase
                           rights with respect to the Transferred Interest or to
                           consummate such purchase in accordance with clause
                           4.6, unless they have elected to exercise

<PAGE>

                           their purchase rights with respect of the whole (and
                           not only part) of the transferred Interest and have
                           consummated such purchase in accordance with that
                           clause.

         4.2.5    A transfer as described bellow (a "Permitted Transfer") shall
                  be deemed not to be a transfer of Shares; the sale of an
                  equity interest in any entity which directly or indirectly
                  holds shares in DERASO HOLDINGS will be deemed not to be a
                  sale of Shares if it would be a Permitted Transfer related to
                  shares in DERASO HOLDINGS.

         A "Permitted Transfer" shall mean:

         1.       A shareholder which is a body corporate may transfer shares in
                  DERASO HOLDINGS to a member of the same group (meaning a
                  subsidiary or holding company of the body corporate or a
                  subsidiary of a holding company of the body corporate) if the
                  transferee gives an undertaking to DERASO HOLDINGS that if the
                  transferee ceases to be a member of the same group, all its
                  shares in DERASO HOLDINGS will, before the cessation, be
                  transferred to another member of the same group.

         2.       A shareholder who holds shares in DERASO HOLDINGS as nominee
                  or trustee for a limited partnership or unit trust which is
                  primarily a vehicle for institutional investors may transfer
                  those shares in DERASO HOLDINGS:

                  2.1      to another nominee or trustee for the limited
                           partnership or unit trust;

                  2.2      on a distribution in kind under the relevant
                           partnership agreement or trust deed, to the partners
                           of the limited partnership or their nominees or the
                           holders of units in the unit trust or their nominees;
                           or

                  2.3      to a nominee or trustee for a limited partnership,
                           unit trust or investments trust which is primarily a
                           vehicle for institutional investors and which is
                           advised or managed by the adviser or manager of the
                           former limited partnership or unit trust.

         3.       A shareholder may transfer shares in DERASO HOLDINGS to a
                  "CO-INVESTMENT" SCHEME", being a scheme under which certain
                  officers, employees or partners of an Investor or of its
                  adviser or

<PAGE>

                  manager are entitled (as individuals or through a body
                  corporate or any other vehicle) to acquire shares in DERASO
                  HOLDINGS which the Investor would otherwise acquire.

         4.       A Co-Investment Scheme which holds shares in DERASO HOLDINGS
                  through a body corporate or another vehicle may transfer
                  shares in DERASO HOLDINGS to:

                  4.1      another body corporate or another vehicle which holds
                           or is to hold shares in DERASO HOLDINGS for the
                           Co-Investment Scheme; or

                  4.2      The officers, employees or partners entitled to the
                           shares in DERASO HOLDINGS under the Co-Investment
                           Scheme.

         5.       Each of ACEE II-A Co-Investment Limited Partnership, Advent
                  Central & Eastern Europe II Limited Partnership, Advent
                  Central & Eastern Europe II-A Limited Partnership, Advent
                  Central & Eastern Europe II-L Limited Partnership, Advent PGGM
                  Global Limited Partnership, Advent Partners Limited
                  Partnership, Limpart Holdings Limited, Abu Dhabi Investment
                  Authority and any entity controlled by Abu Dhabi Investment
                  Authority may transfer shares in DERASO HOLDINGS to each
                  other.

         6.       Bancroft Romania LP may transfer its shares in DERASO HOLDINGS
                  to the Overseas Private Investment Corporation ("OPIC"), to
                  any entity controlled by OPIC or to any entity holding such
                  shares on behalf of and for the benefit of OPIC.

         4.3 NON-COMPLIANCE.

         Any purported transfer of any Shares not in compliance with this
         Section shall be void and of no force or effect, and the transferring
         Shareholder shall be liable to the other Shareholders for all
         liabilities, obligations, damages, losses, costs and expenses arising
         as a result of such non-complying transfer.

         4.4 TRANSFERS TO WHOLLY-OWNED AFFILIATES ALLOWED.

         4.4.1    Any Shareholder may, without the consent of the other
                  Shareholders, transfer ownership of all or any part of its
                  Shares to a Wholly Owned Affiliate (as defined below) (any
                  Affiliate

<PAGE>

                  to which a transfer is permitted under this Section being
                  referred to herein as an "Affiliate Transferee"). An Affiliate
                  Transferee shall be admitted as a Shareholder at the time such
                  Affiliate Transferee executes this Agreement (or a counterpart
                  to this Agreement) which evidences such Affiliate Transferee's
                  agreement to be bound to the terms and conditions of this
                  Agreement.

         4.4.2    An entity is a "Wholly Owned Affiliate" of a Shareholder when:

                  a.       The transferor wholly owns the voting shares or
                           Equity interests of the transferee; or

                  b.       The transferee is the sole shareholder, or otherwise
                           the sole owner ("parent") of the transferor; or

                  c.       The transferee is wholly owned by the sole parent of
                           the transferor.

         4.5 BONA FIDE OFFER; TRANSFERRED INTEREST; TRANSFER NOTICE

         4.5.1    In the event that any Shareholder has received a bona fide
                  written offer (the "Transferring Shareholder"), which the
                  Transferring Shareholder has accepted pending the exercise of
                  the rights of first refusal pursuant to this Section 4, to
                  sell all or any portion of its Shares in the Company (the
                  "Transferred Interest"), to any person who is qualified to
                  carry out the terms and intent of this Agreement, the
                  Transferring Shareholder shall deliver a written notice (the
                  "Transfer Notice") within ten (10) business days of the
                  receipt of such bona fide offer to each of the other
                  Shareholders (the "Non-Transferring Shareholders") stating the
                  Transferring Shareholder's intent to sell the Transferred
                  Interest.

         4.5.2    The Transfer Notice shall:

               a. Specify the purchase price for the Transferred Interest,

               b. Identify the proposed purchaser of the Transferred
                  Interest,

<PAGE>

               c. Specify the date scheduled for the transfer (which date
                  shall not be less than sixty (60) calendar days from the date
                  the Transfer Notice is delivered),

               d. Contain a statement that the offer has been accepted
                  pending compliance with the right of first refusal set forth
                  herein and receipt of required regulatory and other approvals,
                  and

               e. Shall have attached thereto a copy of the written offer
                  containing all of the terms and conditions on which the
                  Transferred Interest is to be sold.

         4.6 RIGHT OF FIRST REFUSAL.

         4.6.1    GENERAL. The Non-Transferring Shareholders shall have the
                  right to purchase all (but not less than all) of the
                  Transferred Interest on terms and conditions substantially the
                  same in all material respects, and at the same price, as set
                  forth in the written offer delivered pursuant to Section 4.5
                  above; provided, however, that if such terms and conditions
                  include any non-cash assets or any non-financial requirements
                  which would be impracticable for the Non-Transferring
                  Shareholders to satisfy, then the Non-Transferring
                  Shareholders shall not be required to satisfy such terms and
                  conditions, and the purchase price for the Transferred
                  Interest will be equal to the Fair Market Value of the
                  Transferred Interest payable in cash. If an entity is being
                  transferred and such entity includes assets other than Shares,
                  the purchase price for the Transferred Interest will be the
                  Fair Market Value of the Transferred Interest, which shall be
                  based on a reasonable allocation of the written offer
                  delivered pursuant to Section 4.5 above.

         4.6.2    ALLOCATION OF TRANSFERRED INTEREST TO NON-TRANSFERRING
                  SHAREHOLDERS.

               a. Each of the Non-Transferring Shareholders shall initially be
                  entitled to purchase that fraction of the Transferred Interest
                  equal to its equity interest percentage divided by the equity
                  interest percentage of all of the Non-Transferring
                  Shareholders.

<PAGE>

               b. If any of the Non-Transferring Shareholders declines to
                  exercise its right to purchase the Transferred Interest
                  hereunder, the other Non-Transferring Shareholders electing to
                  exercise that right shall be entitled to purchase that portion
                  of the Transferred Interest that has been declined by the
                  other Non-Transferring Shareholders in amounts determined
                  pursuant to reapplication of the principles set forth in the
                  immediately preceding sentence, excluding from consideration
                  the equity interest percentage of any declining
                  Non-Transferring Shareholder.

         4.6.3    NOTICE OF EXERCISE OF RIGHT OF FIRST REFUSAL.

                  Each Non-Transferring Shareholder shall notify the Company and
                  each of the other Shareholders of its intention to exercise or
                  not to exercise its purchase rights hereunder within thirty
                  (30) calendar days of receipt by it of a Transfer Notice. The
                  Company shall thereupon notify each of the Shareholders of the
                  elections made by each of the Non-Transferring Shareholders.
                  Subsequent written notifications, if necessary, of such
                  exercising Non-Transferring Shareholders' elections with
                  respect to that portion of the Transferred Interest which has
                  been declined by any Non-Transferring Shareholder shall be
                  required within ten (10) business days after receipt by the
                  exercising Non-Transferring Shareholders of such notifications
                  by the Company.

         4.6.4    CLOSING OF PURCHASE BY NON-TRANSFERRING SHAREHOLDERS.

                  In the event that one or more of the Non-Transferring
                  Shareholders shall have duly elected to exercise its purchase
                  rights with respect to the Transferred Interest, such
                  exercising Non-Transferring Shareholders shall diligently
                  pursue obtaining all regulatory approvals and use reasonable
                  efforts to consummate the closing of the purchase of the
                  Transferred Interest as soon as practicable and in any event
                  within ninety (90) calendar days from receipt of the Transfer
                  Notice; provided, however, that if such closing does not occur
                  within such ninety (90) day period due to the failure of the
                  Non-Transferring Shareholders to receive any required and
                  material regulatory approvals, the Non-Transferring
                  Shareholders right to close such sale may be extended, at the
                  option of any Non-

<PAGE>

                  Transferring Shareholder, until such regulatory approvals are
                  received.

         4.6.5    CLOSING OF PURCHASE BY THIRD PARTY PURCHASER.

                  In the event of a failure of the Non-Transferring Shareholders
                  to elect to exercise its purchase rights with respect to the
                  Transferred Interest or to consummate such purchase in
                  accordance herewith, the Transferring Shareholder shall be
                  free, at any time within one hundred twenty (120) calendar
                  days from the date the Non-Transferring Shareholders elect not
                  to exercise their purchase rights hereunder or from the date
                  the time periods specified in this Section 4.6.5 for such
                  election have expired (in the case of a failure to elect to
                  purchase), to consummate the sale of the Transferred Interest
                  to the third party purchaser at a price and upon terms and
                  conditions no more favourable to the third party purchaser
                  than those specified in the Transfer Notice; provided,
                  however, that the third party purchaser shall assume the
                  obligations of the Transferring Shareholder under this
                  Agreement.

         4.6.6    TRANSFER OF RIGHTS.

                           a.       If any Shareholder is unable to purchase
                                    Shares pursuant to this Section due to
                                    national or local laws or regulations, it
                                    shall be permitted to transfer its rights
                                    under this Section to a third party pursuant
                                    to Section 6.

                           b.       Notwithstanding any other right to the
                                    contrary, except as set forth in Section
                                    4.9,

                  CLEARWAVE , ATE and EEIF MELVILLE shall have, on a pro rata
                  basis among themselves, the exclusive right of first refusal
                  in preference to the other Shareholders to acquire the Shares
                  held by DERASO HOLDINGS.

<PAGE>

                  CLEARWAVE and ATE shall have, on a pro rata basis among
                  themselves, the exclusive right of first refusal in preference
                  to the other shareholders to acquire the Shares held by the
                  Romanian Partners other than DERASO HOLDINGS.

                  CLEARWAVE and ATE shall have the right to transfer Shares to
                  each other, and any such transfer shall not be subject to the
                  right of first refusal held by the other Shareholders.

         4.7. CHANGE IN CONTROL OF DERASO HOLDINGS.

         In the event that DERASO HOLDINGS undergoes a change of control, then
         either CLEARWAVE or ATE or EEIF MELVILLE shall have the right to
         purchase the Shares owned by DERASO HOLDINGS for their Fair Market
         Value. For these purposes:

            (a)      change of control of DERASO HOLDINGS is defined as a
                     change, directly or indirectly, of over 50% of its share
                     ownership;

            (b)      A "Permitted Transfer" shall be deemed not to be a change
                     in share ownership.

         4.9. "FAIR MARKET VALUE" DEFINED.

         The term "Fair Market Value" shall mean the cash price in U.S. dollars
         determined by mutual agreement of the buying and selling Shareholders
         (the "Parties"), or if no such agreement is reached within ten (10)
         days of the relevant date, the appraised price ("Appraised Price")
         determined as follows:

         4.9.1    Within ten (10) days after the relevant date, the Parties
                  shall jointly designate one firm of recognised international
                  standing familiar with appraisal techniques applicable to
                  assets of the type being evaluated to serve as an appraiser
                  ("Appraiser")

         4.9.2    The Appraiser shall be directed to determine the cash price at
                  which a willing seller would sell and a willing buyer would
                  buy the asset (each being apprised of all relevant facts and
                  neither acting under compulsion) in an arm's length negotiated

<PAGE>

                  transaction with an unaffiliated third party without time
                  constraints and taking into account:

                           a.       the real value of all tangible and
                                    intangible Assets including goodwill;

                           b.       all financial and other obligations whether
                                    contingent or actual;

                           c.       the present and future earnings;

                           d.       the tax treatment which the parties would
                                    encounter upon such transfer;

                           e.       a commercially reasonable risk-adjusted rate
                                    of return;

                           f.       the rights and restrictions which apply to
                                    the asset; and

                           g.       Such other factors as are generally taken
                                    into account when such assets are valued for
                                    sale.

         4.9.3    The Parties will co-operate in causing the Company to supply
                  information reasonably necessary to conduct such appraisal.

         4.9.4    In the event that the Parties are unable within ten (10) days
                  after the relevant date to select a single Appraiser that is
                  satisfactory to the Parties, then each Party shall be entitled
                  to designate one Appraiser. Each Appraiser shall perform the
                  Appraisal in accordance with subparagraph 4.9.2 above. If the
                  appraisal providing the higher value is not more than 110% of
                  the appraisal providing the lower value, the Appraised Price
                  shall be the average of the values. Otherwise, a mutually
                  acceptable third Appraiser shall be selected within ten (10)
                  days.

         4.9.5    In the event that a third Appraiser is selected, it shall
                  determine the Appraised Price of the relevant asset within
                  thirty (30) days. The Appraised Price shall then be (i) the
                  lower of the first appraisals, if the third Appraiser value is
                  less than the lower

<PAGE>

                  value; (ii) the average of the third Appraiser value and the
                  other value that is closer to the third Appraiser value if it
                  lies between the first appraised values; and (iii) the higher
                  of the first appraisals, if the third Appraiser Value is
                  higher than the higher value.

         4.9.6    In the event that the Parties designate a single Appraiser,
                  the fees shall be borne equally by each of the Parties. In the
                  event that the Parties each designate an Appraiser, each Party
                  shall bear the fees of the Appraiser designated by such Party.
                  In the event that a third Appraiser is designated, then the
                  fees of such third Appraiser shall be borne equally by each of
                  the Parties.

         4.9.7    The appraisal process shall be completed within sixty (60)
                  calendar days after its commencement.

SECTION 5. PRE-EMPTIVE RIGHTS.

         As allowed by applicable law, the Shareholders shall have pre-emptive
         rights in proportion to the number of Shares held by each Shareholder
         with respect to any new issuance of Shares or the issuance of any
         convertible debentures, bond with warrants, or any other type of
         convertible instrument; provided, however, that upon the consent of all
         the Shareholders and as allowed by applicable law, the pre-emptive
         rights may be exercised in a ratio other than the shareholding ratio.
         Pre-emption rights shall not be transferable separate from the shares
         to which they are attached.

SECTION 6. TRANSFERABILITY OF ACQUISITION RIGHTS.

         6.1      If, and to the extent, a Shareholder is precluded by foreign
                  ownership restrictions under Romanian law ("Precluded
                  Shareholder") from fully exercising or realising its rights to
                  acquire additional Shares of the Company's equity
                  ("Acquisition Rights") from the Company or another Shareholder
                  pursuant to:

                  a.       the rights of first refusal as set forth in Section
                           4; or

<PAGE>

                  b.       the pre-emptive rights as set forth in Section 5;

         Then in any such case the Precluded Shareholder shall be entitled to
         assign its Acquisition Rights to any other Shareholder or third party
         (the "Assignee"), provided that written notice of any such assignment
         shall be sent promptly to the other Shareholders. The Precluded
         Shareholder and the Assignee shall be authorised to establish in their
         discretion the terms and conditions of such assignment, provided that
         they do not contravene the terms and conditions of this Agreement. Such
         assignment may provide for a right to re-assign the Shares back to the
         Precluded Shareholder, and such re-assignment shall not trigger a right
         of first refusal under Section 4.6.

         6.2      Upon exercise of the Acquisition Rights by the Assignee in
                  accordance with this Agreement, the Assignee shall acquire the
                  Shares of the Company, provided that no Shares may be issued
                  or transferred to the Assignee until the Assignee has executed
                  appropriate documentation evidencing its agreement to be bound
                  by this Agreement. After any such acquisition of Shares in
                  accordance with this Agreement, the Assignee shall be deemed
                  to be a Party to this Agreement.

         6.3      The other Shareholders shall not be entitled to exercise any
                  pre-emptive rights or rights of first refusal with respect to
                  any acquisition of Shares by the Assignee pursuant to the
                  Precluded Shareholders exercise of its assigned Acquisition
                  Rights.

SECTION 7.

REMEDIES IN THE EVENT OF DEFAULT DUE TO A FAILURE TO FUND.

         7.1      FAILURE TO FUND INITIAL CAPITAL STRUCTURE.

                  A Shareholder who fails to fund its pro rata share of the
                  funding requirements (a "Funding Default"), including debt and
                  equity financing and any related guarantees ("Funding") (which
                  will be consistent with the Capital Structure), by the
                  deadline date ("Deadline Date") as established by the Board of

<PAGE>

                  Administrators shall be deemed to be a defaulting Shareholder
                  ("Defaulting Shareholder").

         7.2 FAILURES TO FUND.

         7.2.1    In the event of the failure of a Shareholder ("Non- Funding
                  Shareholder') to fund its pro rata share of funding (which
                  will be consistent with the Capital Structure), by the
                  Deadline Date ("Deficiency"), each other Shareholder (a
                  "Funding Shareholder") shall have the right but not the
                  obligation to pursue any of the options set forth in this
                  Section 7.2.

         7.2.2.   DILUTION. Under the circumstances set forth in Section 7.1
                  above, the Funding Shareholders may contribute there pro rata
                  share of the Deficiency in the form of Funding that was
                  approved. In the event the approved form of Funding is equity,
                  the Funding Shareholders equity interests shall be increased
                  by the number of the Non-Funding Shareholders Shares to which
                  they subscribe upon exercise of the rights under this Section
                  7.2 and the Non-Funding Shareholder shall be diluted
                  accordingly. In the event that a Funding Shareholder does not
                  exercise its rights under this Section 7.2, then the remaining
                  Funding Shareholders may participate in funding the remaining
                  portion of the Deficiency pro rata to their equity percentage
                  interest in the Company or they may participate in funding the
                  remaining portion of the Deficiency in any other proportion as
                  they may otherwise mutually agree.

         7.2.3.   NEW EQUITY OWNER. Under the circumstances set forth in Section
                  7.1 above, the Funding Shareholders may elect upon a 51 % vote
                  of the outstanding Shares of the Funding Shareholders to fund
                  the Deficiency by bringing in a new equity owner. The
                  Non-Funding Shareholder shall be diluted based upon the terms
                  of the cure of the Non-Funding Shareholder's Deficiency.

         7.2.4.   GUARANTEE FEE. In the event a Non-Funding Shareholder has
                  failed solely to provide its portion of funding guarantees, in
                  lieu of the other remedies available in this Section 7, the
                  Funding Shareholders may elect to provide their pro rata share
                  of such guarantees or such other proportion as they may
                  otherwise

<PAGE>

                  mutually agree (the "Substitute Guarantee"). In consideration
                  for the Substitute Guarantee, the Non-Funding Shareholder
                  shall pay the Funding Shareholders a guarantee fee (the
                  "Guarantee Fee") equal to the following:

                           a.       For the first 12 months of the Substitute
                                    Guarantee, l % per month of the outstanding
                                    balance of the funding subject to the
                                    guarantee (the "Guarantee Amount") plus any
                                    applicable transfer or withholding taxes
                                    incurred by the Funding Shareholders in
                                    connection with receiving the Guarantee Fee;

                           b.       For the next 12 months of the Substitute
                                    Guarantee, 1.5% per month of the outstanding
                                    balance of the Guarantee Amount plus any
                                    applicable transfer or withholding taxes
                                    incurred by the Funding Shareholders in
                                    connection with receiving the Guarantee Fee;

                           c.       After the first 24 months of the Substitute
                                    Guarantee, 2% per month of the outstanding
                                    balance of the Guarantee Amount plus any
                                    applicable transfer or withholding taxes
                                    incurred by the Funding Shareholders in
                                    connection with receiving the Guarantee Fee.

                           d.       Either upon the failure of the Non-Funding
                                    Shareholder to fund a pro rata portion of a
                                    capital call as set forth in Section 7.1
                                    above, or if the Non-Funding Shareholder has
                                    previously failed to fund a pro rata portion
                                    of a capital call as set forth in Section
                                    7.1 above, the fees set forth in this
                                    subsection shall be increased by 0.5% per
                                    month.

         The Guarantee Amount shall be maintained as if the Substitute Guarantee
         were originally made in U.S. dollars regardless of the currency of the
         Guarantee Amount and shall be repaid in either

                           a.       The amount of actual currency or

<PAGE>

                           b.       Company Shares (valued according to their
                                    paid-in capital);

         Equivalent to the corresponding U.S. dollar payment which would be made
         at the relevant payment date for such equivalent U.S. dollar
         denominated Substitute Guarantee. The form of the payment (cash or
         Company Shares) shall be selected by the Non-Funding Shareholder at the
         beginning of the period during which the Guarantee Fee is outstanding.

                           a.       Payment. The Guarantee Fee shall be
                                    calculated and paid at the beginning of each
                                    month the Substitute Guarantee is
                                    outstanding with the first payment made at
                                    the time the Funding Shareholders provide
                                    the guarantees.

                           b.       Security. In order to secure the Non-Funding
                                    Shareholder's obligation to pay the
                                    Guarantee Fee, the Funding Shareholders
                                    shall receive a security interest in the
                                    Non-Funding Shareholder's Shares in an
                                    amount sufficient to collateralize the full
                                    amount of the Guarantee Fee obligation.
                                    Should the Non-Funding Shareholder default
                                    in its obligation to repay the Guarantee
                                    Fee, then, in addition to any other
                                    available right or remedy, the Funding
                                    Shareholders may enforce the security
                                    interest granted by the Non-Funding
                                    Shareholder in its Shares. The Non-Funding
                                    Shareholder shall execute such instruments
                                    as may be necessary under applicable law to
                                    perfect the Funding Shareholders' security
                                    interest in the Non-Funding Shareholder's
                                    Shares.

SECTION 8. GUARANTEES BY SHAREHOLDERS.

         The Company shall use reasonable best efforts to get non-recourse
         financing. However, in case such financing is not feasible, the
         Shareholders shall have the option to provide for guarantees in
         proportion to their equity interests in the Company for funding
         contained in the Capital Structure.

<PAGE>

SECTION 9. DIVIDENDS.

         Dividends shall be paid annually to the shareholders to the maximum
         extent permitted under Romanian laws after taking into consideration
         the capital requirements, as set forth in the Capital Structure.

SECTION 10. PUBLIC OFFERING / REGISTRATION RIGHTS.

         At the appropriate time as approved by the General Assembly as set
         forth in Section 1.2.1.f of the attached Statutes, it is expected that
         the Company should be in a position to list its equity securities (or
         securities convertible into or exchangeable for equity) on a major
         stock exchange or on any other stock exchange, including the Bucharest
         Stock Exchange.

SECTION 11. CONFIDENTIALITY.

         The Shareholders agree to hold in confidence and not to disclose to any
         person other than to their respective shareholders (on the basis that
         they keep such information confidential and only disclose it on a need
         to know basis to the employees and representatives of themselves, their
         principals, investment managers, investment advisers or underlying
         investors) or, on a need to know basis, to their respective
         representatives and employees any and all information relating to the
         business, the affairs or the property of the other Shareholders or
         their Affiliates or of the Company, obtained directly or indirectly
         whether orally or in writing and before or after the date of this
         Agreement, including all analysis, studies and other documents and
         records prepared by a Shareholder, its advisors or its representatives
         that are generated from or reflect such information, and any technical,
         studies and business plans (including the Capital Structure) prepared
         jointly by the Shareholders in relation to the transactions
         contemplated hereby.

<PAGE>

SECTION 12. NON-COMPETITION.

         12.1 TERM OF EFFECTIVENESS.

                  The following provisions shall be in effect throughout the
                  term of this Agreement and for a period of three (3) years
                  following the termination of this Agreement or following the
                  withdrawal (via a sale of Shares or otherwise) of any
                  Shareholder from this Agreement;

         12.2 "BUSINESS" DEFINED.

                  For purposes of this Agreement, the term "Business" shall
                  mean:

                           a.       The development, design, construction,
                                    ownership, management, operation and
                                    maintenance of the cellular mobile system
                                    and the marketing and exploitation of
                                    cellular mobile service thereon to the
                                    fullest extent permitted by the License; and

                           b.       The participation in activities or
                                    businesses necessary, appropriate, ancillary
                                    or complementary to the provision of
                                    cellular mobile service; and

                           c.       The development and pursuit of wireless
                                    telecommunications businesses in Romania or
                                    Moldova and any businesses necessary,
                                    appropriate, ancillary or complementary to
                                    such wireless telecommunications businesses.

         12.3 NON-COMPETITION.

         General Rule. Neither Shareholder (nor any of its Affiliates) may
         engage in, or assist any third party to engage in, any business in
         Romania (directly or indirectly except through the Company) that is in
         competition with the Business of the Company.

<PAGE>

         12.3.    A Shareholder may engage in any of the activities set forth in
                  Section 12.2 provided that:

             a.   It is a business that is not currently engaged in by The
                  Company;

             b.   It does not and will not directly compete with a business
                  engaged in by the Company; and

             c.   It shall have offered such business opportunity first to the
                  Company, with the Company declining to pursue such activity. A
                  Shareholder may only engage in such opportunity if it did not
                  oppose the Company's pursuit of the opportunity.

         12.4 NO OWNERSHIP/FINANCIAL INTEREST IN COMPETITORS.

         No Shareholder (nor any of its Affiliates) may directly or indirectly
         acquire or hold any ownership interest or financial interest in any
         entity doing business in Romania that is in competition with the
         Business of the Company.

         12.5 NO SOLICITATION OF CUSTOMERS.

         No Shareholder (nor any of its Affiliates) may directly or indirectly
         solicit the customers of the Company, or endeavour to entice away from
         the Company, any person, firm, or company which has been a customer of
         the Company (or in the habit of dealing with the Company) at any time
         during the term of this Agreement and during the three (3) year period
         after the date on which the Shareholder is no longer a Shareholder to
         this Agreement.

         12.6 NO SOLICITATION OF EMPLOYEES.

         No Shareholder (nor any of its Affiliates) may directly or indirectly
         solicit to employ or endeavour to entice away from the Company (on its
         own behalf or on behalf of any other person, firm, or company) any of
         the employees of the Company without the prior written consent of the
         Company.

<PAGE>

         12.7 EXAMPLES OF COMPETITION.

         For the purposes of this Section, competition shall specifically
         include (but not be limited to) any wireless, digital or analogue
         cellular or personal communications systems, such as GSM, AMPS, TACS,
         DCS 1800 (PCN), DECT wireless, fixed wireless, CT2 systems and mobile
         data.

         12.8 EXCEPTIONS.

         Competition shall not include:

                  a.       Paging,

                  b.       Globalstar, Odyssey or Orbcom mobile satellite
                           Services,

                  c.       With respect to EEIF MELVILLE: (i) Trunking and PMR
                           for internal use of EEIF MELVILLE and (ii) data
                           transmission and E-mail services provided on a
                           commercial basis. If services in sub-paragraph (ii)
                           above are to be provided by using part or all of a
                           radio-based infrastructure, then such services must
                           be provided using MobiFon's network to the extent
                           that the network is available on a competitive basis
                           (equal quality and better pricing).

                           With respect to DERASO HOLDINGS: DERASO HOLDINGS
                           agrees to use the network of MobiFon to the extent it
                           is available and offered on a competitive basis
                           (equal quality and better pricing).

                  d.       Telecommunications businesses that each Shareholder
                           is currently engaged in as of the date of this
                           Agreement in Romania and that are disclosed in
                           Attachment A hereto, or

                  e.       Normal day-to-day services of a non-strategic nature
                           provided to a competitor.

<PAGE>

         12.9 INJUNCTIVE RELIEF.

         The Shareholders acknowledge that the breach or threatened breach of
         this exclusive commitment by a Shareholder may result in irreparable
         harm to the Company and/or the other Shareholders. Accordingly, in such
         circumstances, the Company or the aggrieved Shareholder or Shareholders
         shall be entitled to injunctive or other similar relief restraining the
         threatened or continued breach of this commitment.

SECTION 13. AGREEMENTS WITH SHAREHOLDERS.

         Other Related Party Transactions. All other Related Party Transactions
         shall be subject to normal market terms and conditions. For such
         purpose, the shareholders shall only be given preference in any
         agreement or transaction if they offer terms and conditions more
         favourable than, or at least equal to, those offered by third parties.

SECTION 14. COVENANTS.

        Each Shareholder covenants with the other, and so long as this Agreement
        remains in force and effect, that it shall do all things necessary to
        give full and complete effect to this Agreement, particularly, but not
        limited to, the provisions regulating the exercise of the voting rights
        pursuant to Sections 1 and 2 of the attached Statutes.

SECTION 15. PUBLICITY; ANNOUNCEMENTS.

         15.1 ANNOUNCEMENTS MADE BY SHAREHOLDERS.

         Each Shareholder undertakes not to make any announcement relating to
         the subject matter of this Agreement without the prior consent of the
         other Shareholders; provided, however, that no consent shall be
         required in the case of any announcement made by a Shareholder or its
         Affiliate in the following cases:

                  a.       required to be made by any law or governmental entity
                           (including any relevant stock exchange or other
                           regulatory authority) to which such Shareholder or
                           its Affiliate is subject, provided that before making
                           any such announcement such Shareholder shall, if
                           practical, first consult with the other Shareholders;

<PAGE>

                  b.       disclosing information already publicly disclosed by
                           the Company, or

                  c.       Disclosing publicly certain operational and financial
                           information as deemed necessary by such Shareholder
                           or its Affiliate, such as end of period subscribers,
                           capital expenditures, net operating revenues,
                           operating cash flow, customer churn, average revenue
                           per user, and net income.

         15.2 ANNOUNCEMENTS MADE BY THE COMPANY.

         15.2.1   The Company may make announcements relating to its ordinary
                  business activities without the prior consent of the
                  Shareholders, but it shall provide in advance to each
                  Shareholder holding in excess of 4% ownership of the Company a
                  draft of each written announcement. The Company shall consider
                  any amendments thereto proposed by a Shareholder, although the
                  Company shall not be required to incorporate any proposed
                  amendments or to obtain the prior consent of any Shareholders
                  before making such announcement.

         15.2.2   Notwithstanding the above, the prior consent of each
                  Shareholder to an announcement by the Company shall be
                  required if such announcement contains information that the
                  Company is aware is subject to restrictions on disclosure or
                  requirements as to disclosure imposed by any stock exchange or
                  by relevant regulatory authority on a Shareholder or its
                  Affiliate.

         15.2.3   Notwithstanding Section 17.2, the Shareholders agree that
                  should the terms and conditions of the License submitted by
                  the Ministry of Communications not be satisfactory to any
                  Shareholder then any of these Shareholders shall have the
                  right to withdraw from its obligations hereunder, without any
                  further liability on the part of such withdrawing Party.

         15.2.4   The Company, and its Shareholders hereby release and discharge
                  the Shareholders hereto from any claim or demand which they
                  may have as a result of any representation made in

<PAGE>

                  the application for the License submitted by the parties to
                  this Agreement or by the Company to the Romanian Government.

SECTION 16. REGISTRATION.

         This Agreement shall be registered with the Company and the Share
         certificates of the Company shall have a legend endorsed thereon with
         respect to the existence of this Agreement and the transfer
         restrictions imposed on such Shares.

SECTION 17. TERM AND TERMINATION.

         17.1     This Agreement shall become effective on the date hereof and
                  shall remain effective during the term of the License
                  (including any renewals or extensions thereto).

         17.2     This Agreement may be terminated solely as to the withdrawing
                  Shareholder by any Shareholder within fifteen (15) business
                  days after issuance of the final License terms, if such
                  Shareholder determines that the final License terms and
                  conditions are not comparable to the License terms and
                  conditions announced in the tender and are not reasonably
                  acceptable to such Shareholder or Shareholders at the time the
                  License is issued. This Agreement shall remain effective as to
                  the remaining Shareholders.

         17.3     Upon termination of this Agreement, all rights and obligations
                  under this Agreement shall become null, void and ineffective,
                  except that the rights and obligations of any Shareholder that
                  have accrued prior to such termination shall not be affected
                  thereby and except those rights and obligations that shall
                  survive pursuant to Section 18.

         17.4     In the event that the Company's obligations under any loan
                  agreements are secured by a pledge of Shares granted by one or
                  more Shareholders, then Sections 4.1.4; 4.5; 4.6; 4.7; 4.8;
                  4.9; 5; 6; 9; 12; 15 and 26 of this Agreement shall
                  automatically be suspended upon acceleration of the Company's
                  payment obligations resulting from the occurrence of any event
                  of default under any such loan agreement and upon any

<PAGE>

                  completion of enforcement proceedings under such pledge of
                  Shares shall automatically be deemed deleted from the
                  Agreement.

SECTION 18. SURVIVAL.

         In the event that this Agreement is terminated pursuant to this
         Section, the rights and obligations under Section 7 ("Remedies in the
         Event of Default Due to a Failure to Fund"), Section 12
         ("Non-Competition"), Section 4 of the attached Statutes
         ("Accounting/Reporting"), Section 20 ("Dispute Resolution") and Section
         21 ("Arbitration") shall survive any termination of this Agreement and
         shall remain in full force and effect in accordance with their terms
         thereafter.

SECTION 19. GOVERNING LAW.

         This Agreement and any disputes, controversies and differences arising
         from or in connection with this Agreement shall be governed by,
         interpreted under, and construed and enforced in accordance with the
         laws of Romania.

SECTION 20. DISPUTE RESOLUTION.

         The Shareholders shall make a good faith effort to resolve amicably any
         dispute, controversy or difference between the Shareholders, which
         arises from or in connection with this Agreement.

SECTION 21. ARBITRATION.

         If such attempt is unsuccessful, then such dispute, controversy or
         difference shall be finally resolved under the Rules of UNCITRAL
         ("Rules") by one or more arbitrators in accordance with the Rules. Such
         proceedings shall be held in the United Kingdom, and shall be conducted
         in the English language, based upon the English version of this
         Agreement, which has the same legal value as the Romanian version. If
         there is any discrepancy between the two versions, the English version
         shall prevail. The arbitrage award made by the arbitrators shall be
         rendered in English. The arbitrage

<PAGE>

         award shall be final and binding upon the Shareholders, and such award
         may be enforced in any court of competent jurisdiction. The arbitrators
         shall have the ability to grant all relief available. The costs of
         arbitration, including the cost of legal counsel, shall be awarded in
         the discretion of the arbitrators.

SECTION 22. SPECIFIC PERFORMANCE.

         The obligations undertaken under this Agreement may be enforced by
         specific performance (where permissible by applicable law) by any of
         the Shareholders, where the events of breach cannot be remedied by
         simple payment of damages. Notwithstanding the above, the Shareholders
         do not waive and may start any lawsuit or action (including for
         collecting damages) to which they are entitled, pursuant to the
         applicable legislation, and hereby expressly undertake to be bound by
         any judgement, court orders or any similar acts, which purpose is to
         prevent any Shareholders from breaching this Agreement.

SECTION 23. COMPLIANCE WITH LAWS.

         23.1     The Shareholders agree that they, their respective Agents, and
                  the Company shall comply with the U.S. Foreign Corrupt
                  Practices Act. As used herein, the term "Agent" shall mean any
                  individual or entity legally appointed or hired by such party.
                  Specifically, the Shareholders agree that neither they, nor
                  their administrators, directors, officers, employees, or
                  Agents shall make any payment or give anything of value,
                  directly or indirectly, to any government official (including
                  any administrator, director, employee, or agent of any
                  government department, agency, or instrumentality) to
                  influence his, her, or its decision, or to gain any other
                  advantage for the Shareholder or the Company in connection
                  with this Agreement.

         23.2     The Shareholders shall not intentionally take any action that
                  would violate Romanian law. Following the receipt and
                  acceptance of the License by the Company, the Shareholders
                  shall not intentionally take any action that would cause the
                  Romanian Government to revoke the Company's License.

<PAGE>

SECTION 24. FORCE MAJEURE.

         The failure or delay of any Shareholder to perform any obligation under
         this Agreement solely by reason of natural disaster or other acts of
         God, actions or decrees of governmental bodies or entities ("Force
         Majeure Event") shall not be deemed to be a breach of this Agreement so
         long as the Shareholder so prevented from complying with this Agreement
         shall not have contributed to the Force Majeure Event, and shall
         continue to take all actions within its power to comply as fully as
         possible with the terms of this Agreement. In the event of any such
         default or breach, performance of the obligations shall be deferred
         until the Force Majeure Event ceases. Except where the nature of the
         event shall prevent it from doing so, the Shareholder suffering from
         such Force Majeure Event shall notify the other Shareholders in writing
         immediately upon the occurrence of such Force Majeure Event and shall
         in every instance use all reasonable efforts to remove or remedy such
         cause with all reasonable dispatch.

SECTION 25. NOTICES AND COMMUNICATIONS.

         Unless otherwise provided, any notice required or permitted under this
         Agreement shall be given in writing and shall be deemed to be
         effectively given: (a) upon personal delivery to the Shareholder to be
         notified, (b) on the date of the confirmed receipt and (c) upon
         transmission via facsimile to the Shareholder to be notified and
         addressed to the addresses and facsimile numbers listed below:

                  CLEARWAVE :
                  Attn.:

                  VODAFONE:
                  Attn.:

                  DERASO HOLDINGS:
                  Attn.: John Arney
                  c/o Chase Capital Partners
                  125 London Wall
                  London EC2Y 5AJ
                  England
                  Fax: 00 44 171 777 4731

<PAGE>

                  Dargate

                  Commercial

                  Upson

                  Devaynes

                  MobiFon

                  EEIF MELVILLE:
                  Attn.:

SECTION 26. AMENDMENT AND WAIVER.

         Any provision of this Agreement may be amended and the observance of
         any provision of this Agreement may be waived (either generally or in a
         particular instance and either retroactively or prospectively) only
         with the written consent of all of the Shareholders.

SECTION 27. LANGUAGE.

         This Agreement (and any agreement resulting therefrom) shall be
         prepared and signed in Romanian and English.

SECTION 28. ASSIGNMENT.

         The rights and obligations of the Shareholders under this Agreement
         shall not be assigned or transferred without the prior written consent
         of each of the non-transferring Shareholders; provided, however, that
         transfers to Affiliates pursuant to Section 4 shall be permitted and
         shall not require the prior written consent of each of the
         non-transferring Shareholders. This Agreement shall be binding upon the
         Shareholders, their successors and permitted assigns that may hold in
         any form Shares subject to this Agreement.

<PAGE>

SECTION 29. ENTIRE AGREEMENT.

         This Agreement (and the annexes hereto) constitute the entire
         understanding and agreement among the Shareholders and supersede any
         and all prior or contemporaneous, oral or written, representations,
         communications, understandings and agreements among the Shareholders
         with respect to the subject matter hereof, to the extent that such
         representations, communications, understandings and agreements are
         inconsistent with or contradictory to the provisions hereof.

SECTION 30. SEVERABILITY.

         If any provision hereof is found invalid, illegal or unenforceable
         pursuant to any executive, legislative, judicial or other public decree
         or decision, such invalidity, illegality, or non-enforceability shall
         not affect the validity or enforceability of any remaining portion of
         this Agreement, and such remaining portion shall remain in full force
         and effect as if the invalid, illegal or unenforceable portion was
         never a part of this Agreement when it was executed. If the invalid,
         illegal or unenforceable term or provision can be made valid, legal or
         enforceable by reasonable modification of any such part of this
         Agreement, the Shareholders shall use all reasonable efforts to replace
         any invalid, illegal or unenforceable provision with a valid, legal and
         enforceable one which leads to the same legal and/or economic result.

SECTION 31. HEADINGS AND CAPTIONS

         The Section headings and captions contained in this Agreement are for
         purposes of reference and convenience only and shall not in any way
         affect the meaning or interpretation of this Agreement.

SECTION 32. NO AGENCY

         No Shareholder shall be considered an agent of any other Shareholder,
         and no Shareholder shall have the right, power or authority to create
         any obligation or duty, express or implied, on behalf of any other
         Shareholder. The Company shall not be considered an agent of any
         Shareholder, and the Company shall not have any right, power or
         authority to create any obligation or duty, express or implied, on
         behalf of any Shareholder.

<PAGE>

SECTION 33. RELATIONSHIP

         Other than the obligations contained herein, no legal entity, or
         relationship of any kind shall be deemed to arise herefrom, between the
         Shareholders themselves, or any other individuals, organisation or
         companies. The Shareholders agree that this Agreement is entered into
         for the sole purpose of the Business, including the obtaining Licenses
         and providing wireless telecommunications services under such Licenses,
         and all Shareholders are free to pursue other business opportunities in
         accordance with Section 12("Non-Competition") without violating this
         Agreement, and are joint ventures for the purposes of this Agreement
         only. Nothing contained in or relating to this Agreement shall be
         deemed to constitute a partnership agency relationship between any of
         the Shareholders.

SECTION 34. COST-SHARING AGREEMENT

         All costs directly relating to the License application and pre-start
         activities of the Company in Romania shall be borne by the Company (or
         by the Parties to this Agreement if the Company is not formed) on a pro
         rata basis based on their subscribed Share ownership; provided,
         however, that such costs shall be those approved pursuant to a budget
         to be established by a committee composed of CLEARWAVE , ATE, DERASO
         HOLDINGS, ISAF and EEIF MELVILLE, and provided that individual
         Shareholder expenses related to the negotiation of this Agreement and
         business development expenses shall not be regarded as License
         application expenses. DERASO HOLDINGS may also have incurred third
         party cash expenses directly relating to the preparation of the license
         application, and shall be reimbursed accordingly, upon the presentation
         of satisfactory documentation. Such reimbursement shall occur
         regardless of whether the Company is successful in obtaining a GSM
         license.

SECTION 35. COUNTERPARTS

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

         IN WITNESS WHEREOF, the Shareholders have caused this Agreement to be
         executed and do hereby warrant and represent that their respective

<PAGE>

         signatory whose signature appears below has been and is on the date of
         this Agreement duly authorised by all necessary corporate action to
         execute and deliver this Agreement.

         CLEARWAVE:

         By:

         Name:

         Title:

         VODAFONE:

         By:

         Name:

         Title:

         DERASO HOLDINGS:

         By:

         Name:

         Title:

         EEIF MELVILLE

         By:

         Name:

         Title:

<PAGE>

         DARGATE:

         By:

         Name:

         Title:

         UPSON:

         By:

         Name:

         Title:

         Devaynes:

         By:

         Name:

         Title:

         Commercial:

         By:

         Name:

         Title:

         MobiFon

<PAGE>

                                  ATTACHMENT A

                       DISCLOSURE SCHEDULE OF PRE-EXISTING
                    TELECOMMUNICATIONS BUSINESSES IN ROMANIA
                               (SEE SECTION 12.8)

         ANA Electronic SRL.

         1.       Data & Voice Communication Equipment;

         2.       Facsimile Machines;

         3.       Analogous & Hybrid Keyphones;

         4.       Digital Switching System;

         5.       Cellular Phones (Peripheral Equipment);

         6.       Cordless Phones;

         7.       Pagers;

         8.       Modems;

         9.       Internet & e-mail;

         10.      Fibre Optic Transmission (Equipment and network).

ANA Electronic SRL is currently acting under Licenses and/or authorisations
issued by Romanian authorities.