Execution version

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                                 4 December 2007

                            SHARE PURCHASE AGREEMENT

                                     amongst

                                  YUDA LIMITED

                                       and

                         ORASCOM TELECOM EURASIA LIMITED

                                       and

                         ORASCOM TELECOM HOLDING S.A.E.

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                                TABLE OF CONTENTS

                                                                            Page

1.  INTERPRETATION.............................................................1
2.  SALE AND PURCHASE..........................................................5
3.  CONSIDERATION..............................................................5
3A. CONDITIONS.................................................................6
4.  PRE-CLOSING OBLIGATIONS....................................................6
5.  CLOSING....................................................................7
6.  SELLER'S AND OTH'S WARRANTIES..............................................7
7.  PURCHASER'S WARRANTIES.....................................................8
8.  OTH'S GUARANTEE............................................................8
9.  CONFIDENTIALITY AND ANNOUNCEMENTS..........................................9
10. ASSIGNMENT................................................................10
11. FURTHER ASSURANCE.........................................................10
12. ENTIRE AGREEMENT..........................................................10
13. SEVERANCE AND VALIDITY....................................................10
14. VARIATIONS................................................................10
15. REMEDIES AND WAIVERS......................................................10
16. EFFECT OF CLOSING.........................................................11
17. SURVIVAL AND RIGHTS OF RESCISSION.........................................11
18. THIRD PARTY RIGHTS........................................................11
19. PAYMENTS..................................................................11
20. COSTS AND EXPENSES........................................................11
21. NOTICES...................................................................12
22. COUNTERPARTS..............................................................13
23. GOVERNING LAW AND JURISDICTION............................................13
24. AGENT FOR SERVICE OF PROCESS..............................................13
THE SCHEDULE : WARRANTIES.....................................................15

                                       (i)
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THIS AGREEMENT is made on the 4 day of December 2007

BETWEEN:

(1) YUDA LIMITED, a company incorporated in the British Virgin Islands
    whose registered office is at Pasea Estate, Road Town, Tortola, the
    British Virgin Islands (the "Purchaser");

(2) ORASCOM TELECOM EURASIA LIMITED, a company established in accordance
    with the laws of the British Virgin Islands whose registered office is
    at 1, 17, Sir Augustus Bartolo Street, Ta' Xinex, Malta (the "Seller");
    and

(4) ORASCOM TELECOM HOLDING S.A.E., a company established in accordance
    with the laws of the Arab Republic of Egypt whose principal place of
    business is at 2005A Nile City Towers, Cornish El Nile, Ramlet Beaulac,
    Cairo, Egypt (the "OTH").

 WHEREAS:

(A) The Seller, a wholly owned subsidiary of OTH, has agreed to sell and
    the Purchaser has agreed to purchase, the Sale Shares (as defined in
    Clause 1.1 (Interpretation)) on the terms and conditions of this
    Agreement.

(B) OTH has agreed to give the guarantee set forth in Clause 8 (OTH's
    Guarantee), and to undertake certain other obligations as set out in this
    Agreement.

NOW IT IS HEREBY AGREED as follows:

1.    INTERPRETATION

1.1   In this Agreement:

      "Affiliates"                 means, with respect to any company, its
                                   subsidiaries or holding companies or any
                                   subsidiaries of such holding companies.

      "Business Day"               means a day (other than a Saturday or Sunday
                                   or a public holiday) when commercial banks
                                   generally open for business in Hong Kong and
                                   the Arab Republic of Egypt.

      "Cayman Islands Register of  means  the   register  of  members  of  the
      Members"                     Company  kept  and maintained in the Cayman
                                   Islands from time to time.

      "Cayman Islands Register of  means the  register of  transfers of shares
      Transfers"                   of the Company kept and maintained in the
                                   Cayman Islands from time to time.

      "Closing"                    means the  closing of the sale and  purchase
                                   of the Sale Shares in accordance with the
                                   terms of this

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                                   Agreement.

      "Closing  Date"              4 January 2008 or such earlier date as the
                                   parties hereto may agree in writing.

      "Conditions"                 has the meaning given to it in Clause 3A.1.

      "Companies Ordinance"        means the Companies Ordinance, Chapter 32 of
                                   the Laws of Hong Kong.

      "Company"                    means Hutchison Telecommunications
                                   International Limited, a company incorporated
                                   under the laws of the Cayman Islands, and
                                   whose shares are listed on the Stock Exchange
                                   (Stock Code: 2332), and whose American
                                   depositary shares are listed on the New York
                                   Stock Exchange, Inc. (Ticker: HTX).

      "Consideration"              means the consideration payable in HK$ in
                                   immediately available funds being the
                                   aggregate Purchase Price for the Sale Shares
                                   as set out in Clause 3 (Consideration).

      "Encumbrance"                means liens, security interests, options,
                                   rights of first refusal, rights of first
                                   offer, tag along rights, claims, mortgages,
                                   charges, licences to third parties, leases to
                                   third parties or security agreements or any
                                   other material restrictions or limitations on
                                   the use of real or personal property or
                                   irregularitiesin title thereto.

      "Financing                   Parties" means those banks and financial
                                   institutions and institutional and
                                   professional investors that provide finance
                                   from time to time to the Seller and its
                                   Affiliates where such finance is
                                   secured by the Sale Shares; and
                                   "Financing Party" shall be construed
                                   accordingly.

      "Governmental Authority"     means any international, supranational,
                                   national, provincial, regional, federal,
                                   state, municipal or local government, any
                                   instrumentality, subdivision, court,
                                   administrative or regulatory agency or
                                   commission or other authority thereof, or any
                                   quasi-governmental, self-regulatory or
                                   private body exercising any regulatory,
                                   taxing, importing or other governmental or
                                   quasi-governmental authority, which shall
                                   include where applicable, the Stock Exchange,
                                   the Cairo and Alexandria Stock Exchange, the
                                   Hong Kong Securities and Futures Commission
                                   and the US Securities and Exchange
                                   Commission.

      "HK$" or "Hong Kong          the lawful currency of Hong Kong.

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      Dollars"

      "holding company"            has the meaning given to it in the Companies
                                   Ordinance.

      "Hong Kong"                  means the Hong Kong Special Administrative
                                   Region of the People's Republic of China.

      "HWL"                        means Hutchison Whampoa Limited of 22nd
                                   Floor, Hutchison House, 10 Harcourt Road,
                                   Hong Kong.

      "Law"                        means any statute, law, ordinance, rule,
                                   regulation or guidelines of any Governmental
                                   Authority.

      "Listing Rules"              means the Rules Governing the Listing of
                                   Securities on the Stock Exchange.

      "Long Stop Time"             means 5:00 p.m. on 3 January, 2008
                                   (Hong Kong time).

      "Loss" or "Losses"           means any and all losses, claims,
                                   liabilities, damages, judgments, proceedings,
                                   arbitration, assessments, charges, fines and
                                   penalties, interest, reasonable costs and
                                   expenses,  including reasonable expenses of
                                   investigation and enforcement of any claim or
                                   indemnity and all reasonable legal and other
                                   professional fees and expenses.

      "Person"                     means and includes an individual, a
                                   partnership, a joint venture, a corporation,
                                   a limited liability company, a limited
                                   liability partnership, a trust, an
                                   incorporated organisation and a Governmental
                                   Authority.

      "Purchase Price"             means HK$11.00 per Sale Share.

      "Purchaser's Warranties"     means the representations and warranties
                                   by the Purchaser referred to in
                                   Clause 8.1 (Purchaser's Warranties).

      "Register of Members"        means the register of members of the
                                   Company kept and maintained by its Hong
                                   Kong branch share registrar.

      "Sale Shares"                means 239,108,144 Shares in the issued
                                   share capital of the Company.

      "Security Agent"             means a security or collateral agent
                                   and any replacement or successor thereof,
                                   acting for the benefit of the Financing
                                   Parties.

      "Seller's Designated         means such bank account as designated in
                                   writing by

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      Account"                     the Seller (or the Security Agent) to the
                                   Purchaser at least 5 Business Days prior to
                                   the Closing Date for effecting transfer of
                                   the Consideration pursuant to the terms
                                   hereof.

      "Shares"                     means  ordinary  shares of nominal  value
                                   HK$0.25  each in the share capital of the
                                   Company.

      "Stock Exchange"             means The Stock Exchange of Hong Kong
                                   Limited.

      "subsidiary"                 has the meaning given to it in the Companies
                                   Ordinance.

      "Tax" or "Taxation"          means any income, gross receipts,
                                   withholding,  sales or value added tax.

      "Transaction                 Documents" means this Agreement and other
                                   documents contemplated to be executed and
                                   exchanged prior to or at Closing.

      "Warranties"                 means the representations and warranties in
                                   Clause 7.1 (Seller's and OTH's Warranties)
                                   and set out in the Schedule (Warranties).

1.2   In this Agreement, unless the context otherwise requires:

      (i)     any reference in this Agreement to "writing" or comparable
              expressions includes a reference to facsimile transmission or
              comparable means of communication (excluding, for the avoidance of
              doubt, email);

      (ii)    words expressed in the singular number shall include the plural
              and vice versa, words expressed in the masculine shall include the
              feminine and neuter gender and vice versa;

      (iii)   references to Clauses, Schedules and Recitals are references to
              clauses, schedules and recitals of this Agreement;

      (iv)    reference to "day" or "days" are to calendar days;

      (v)     this "Agreement" or any other agreement or document shall be
              construed as a reference to this Agreement or, as the case may be,
              such other agreement or document as the same may have been, or may
              from time to time be, amended, varied, novated or supplemented;

      (vi)    "include," "includes," and "including" are deemed to be followed
              by "without limitation" whether or not they are in fact followed
              by such words or words of similar import;

      (vii)   the table of contents and headings are inserted for convenience
              only and do not affect the construction of this Agreement;

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      (viii)  references herein to statutory provisions shall be construed as
              references to those provisions as amended or re-enacted or as
              their application is modified by other provisions and shall
              include any provisions of which they are re-enactments (whether
              with or without modification) but in each case as at the date of
              this Agreement;

      (ix)    references to a "company" include any company,  corporation or
              other body corporate wherever and however  incorporated or
              established;

      (x)     references to "party" or "parties" are to a party to or the
              parties to this Agreement; and

      (xi)    references to any English legal term for any action, remedy,
              method of financial proceedings, legal document, legal status,
              court, official or any legal concept or thing shall, in respect of
              any jurisdiction other than England, be deemed to include what
              most nearly approximates in that jurisdiction to the English
              legal term.

1.3   The Schedule to this Agreement is incorporated into and form an integral
      part of this Agreement.

2.    SALE AND PURCHASE

2.1   The Seller shall sell and the Purchaser shall purchase the Sale Shares
      with all rights now or in the future attaching to them (including the
      right to receive all dividends, distributions or any return of capital
      declared, made or paid on or after the date of this Agreement) on the
      terms and conditions of this Agreement.

2.2   The Seller covenants and confirms that, subject only to satisfaction of
      the Conditions, it has the right to transfer legal and beneficial title to
      the Sale Shares.

2.3   The Seller covenants and confirms that the Sale Shares shall be sold and
      purchased at Closing free from all Encumbrances.

2.4   The Seller waives and shall procure the waiver of any restrictions on
      transfer (including all pre-emption rights) which may exist in relation to
      the Sale Shares.

2.5   Neither the Seller nor the Purchaser shall be obliged to complete the sale
      and purchase of any of the Sale Shares unless the sale and purchase of all
      the Sale Shares is completed simultaneously.

3.    CONSIDERATION

      The consideration for the sale and purchase of the Sale Shares shall be
      the payment of the sum of HK$2,630,189,584 (Hong Kong Dollars Two Billion
      Six Hundred and Thirty Million One Hundred and Eighty Nine Thousand Five
      Hundred and Eighty Four Only) at Closing in accordance with Clause 5.2.

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3A. CONDITION

3A.1  The agreement to sell and purchase the Sale Shares contained in Clause 2
      is conditional upon the delivery to the Seller of:

      (i)     a deed of release relating to the security over the Sale
              Shares previously granted in favour of the Security Agent, and
              executed by the Security Agent and/or such other Financing
              Party or Parties as may be required for this purpose; and

      (ii)    any other consents required by the Security Agent or any such
              Financing Party or Parties for the transfer of the Sale Shares
              pursuant to the terms of the financing secured by the Sale
              Shares (the "Conditions").

3A.2  The Seller shall use its best endeavours to ensure that the Conditions
      are fulfilled promptly after the date of this Agreement, and in any
      event on or before the Long Stop Time. The Seller shall notify the
      Purchaser in writing promptly upon becoming aware that the Conditions
      have been fulfilled.

3A.3  If the Conditions are not fulfilled by the Long Stop Time, the
      Purchaser shall be entitled to terminate this Agreement by written
      notice to the others. In such event none of the parties shall have any
      claim under this Agreement of any nature whatsoever against the others
      except in respect of any rights and liabilities which have accrued
      before such termination.

 4.   PRE-CLOSING OBLIGATIONS

 4.1  Simultaneous with or after the execution and delivery of this Agreement
      by all parties and prior to the Closing Date, the Seller shall deliver
      or procure the delivery of the following to the Purchaser:

      (a)  a written request in the prescribed form for removal of the Sale
           Shares registered in the name of the Security Agent (or its
           nominee) from the Register of Members to the Cayman Islands
           Register of Members;

      (b)  a certified extract of the written resolutions of the directors
           of the Seller approving and authorising the execution, delivery
           and performance of this Agreement (including the sale of the Sale
           Shares to the Purchaser as of and with effect from the Closing
           Date) and each of the other Transaction Documents to which it is
           a party;

      (c)  a certified extract of the written resolutions of the directors
           of OTH approving and authorising the execution, delivery and
           performance of this Agreement and each of the other Transaction
           Documents to which it is a party;

      (d)  a certified copy of each power of attorney (if any) under which
           any document to be delivered to the Purchaser has been executed; and

      (e)  an original incumbency certificate from the registered agent
           of the Seller in the British Virgin Islands (or its equivalent
           in Malta) dated prior to the date of this Agreement.

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4.2   Simultaneous with or after the execution and delivery of this Agreement
      by all parties and prior to the Closing Date, the Purchaser shall
      deliver to the Seller:

      (a)  deliver to the Seller a certified extract of the resolutions of the
           directors of the Purchaser approving and authorising the execution,
           delivery and performance of this Agreement and each of the other
           Transaction Documents to which it is a party; and

      (b)  deliver to the Seller a certified copy of each power of attorney
           (if any) under which any document to be delivered to the Seller has
           been executed.

 5.   CLOSING

5.1   Subject to fulfilment of the Conditions, Closing shall take place at 12
      noon, Hong Kong time, on the Closing Date at the offices of HWL at
      22/F, Hutchison House, 10 Harcourt Road, Hong Kong or at such other
      time or place as is agreed in writing by the Seller and the Purchaser.

5.2   At Closing and against delivery to the Seller of a copy irrevocable
      instructions issued for payment of the full amount of the Consideration
      into the Seller's Designated Account by wire transfer, the Seller
      shall:

      (i)     deliver or procure the delivery to the Purchaser or a Person
              designated by the Purchaser of a stock transfer form in
              relation to the transfer of the Sale Shares to the Purchaser
              duly executed by the Seller or the Security Agent (or its
              nominee);

      (ii)    provide such assistance as the Purchaser may reasonably
              require for effecting registration of the transfer of the Sale
              Shares to the Purchaser as of the Closing Date; and

      (iii)   deliver or procure that there be delivered to the Purchaser or
              a Person designated by the Purchaser an original share
              certificate issued by the Company in the name of the Seller or
              the Security Agent (or its nominee) representing the Sale
              Shares for cancellation.

 5.3  If the provisions of Clause 5.2 are not complied with on the Closing
      Date, the Purchaser shall not be obliged to complete this Agreement and
      may treat this Agreement as terminated for breach of condition and
      require immediate repayment of the Consideration to the extent received
      in the Seller's Designated Account by the Seller (without limiting the
      Purchaser's rights and remedies under this Agreement).

 6.   SELLER'S AND OTH'S WARRANTIES

6.1   The Seller hereby represents and warrants to the Purchaser that each of
      the Warranties is true and accurate in all respects and not misleading
      as at the date of this Agreement.

6.2   OTH hereby represents and warrants to the Purchaser that each of Warranty
      1.1(ii) and, insofar as they relate to OTH, Warranties 1.2(i), (ii) and
      (iii) and 1.3(ii) are true and accurate in all respects and not
      misleading as at the date of this Agreement.

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6.3   The Seller and OTH acknowledge that the Purchaser are entering into this
      Agreement on the basis of and in reliance upon representations in the
      terms of the Warranties.

6.4   Each of the Warranties shall be separate and independent and (unless
      expressly provided otherwise) shall not be limited by reference to any
      other Warranty or by anything in this Agreement.

7.    PURCHASER'S WARRANTIES

 7.1  The Purchaser hereby represents and warrants to the Seller and OTH as
      of the date of this Agreement that each of the warranties and
      representations in this Clause 7 is true and accurate in all respects
      and not misleading as at the date of this Agreement:

      (i)     The Purchaser is wholly owned and controlled ultimately by Mr
              Li Ka-shing and is a corporation duly organised, validly
              existing and in good standing under the laws of the British
              Virgin Islands.

      (ii)    The Purchaser is not in receivership or liquidation nor has it
              taken any step to enter liquidation, and no petition has been
              presented for winding up the Purchaser. There are no grounds
              on which a petition or application could be based for the
              winding up or appointment of a receiver of the Purchaser.

      (iii)   The Purchaser has the corporate power and authority to
              execute, deliver and perform its obligations under and
              consummate the transactions contemplated by each of the
              Transaction Documents to which it is a party and the other
              instruments and agreements to be executed and delivered by the
              Purchaser as contemplated hereby and thereby.

      (iv)    The entry into and performance of the Transaction Documents to
              which the Purchaser is a party will not constitute a breach by
              the Purchaser of or default under: (A) any provision of the
              organisational documents of the Purchaser; (B) any legally
              binding obligation or any material agreement or undertaking or
              the terms of any guarantee by which the Purchaser is bound; or
              (C) any Law applicable to the Purchaser;

7.2   Each of the Purchaser's Warranties shall be separate and independent
      and (unless expressly provided otherwise) shall not be limited by
      reference to any other Purchaser's Warranty or by anything in this
      Agreement.

7.3   The Purchaser acknowledges that the Seller and OTH are entering into
      this Agreement on the basis of and in reliance upon representations in
      the terms of the Purchaser's Warranties.

8.    OTH'S GUARANTEE

8.1   In consideration of the Purchaser entering into this Agreement, OTH
      unconditionally and irrevocably guarantees to the Purchaser the due and
      punctual performance and payment by the Seller of all its financial and
      other obligations under or pursuant to this Agreement (the "Seller's
      Guaranteed Obligations").

8.2   If and whenever the Seller defaults for any reason whatsoever in the
      performance of any of the Seller's Guaranteed Obligations, OTH shall
      immediately upon demand

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      unconditionally perform (or procure the performance of) and satisfy (or
      procure the satisfaction of) the Seller's Guaranteed Obligations as if
      it was the principal obligor in regard to which such default has been
      made.

8.3   This guarantee is to be a continuing guarantee and accordingly is to
      remain in force until all Seller's Guaranteed Obligations shall have
      been performed or satisfied. This guarantee is in addition to and
      without prejudice to and not in substitution for any rights or security
      which the Purchaser may now or hereafter have or hold for the
      performance and observance of the Seller's Guaranteed Obligations.

8.4   As a separate and independent obligation, OTH agrees (as primary
      obligor and not only as surety) to indemnify, defend and hold harmless
      the Purchaser from time to time (without set-off or counterclaim) from
      and against any and all Losses suffered by the Purchaser to the extent
      of any relevant limit on the liability of the Seller in this Agreement
      as a result of (i) the failure by the Seller to perform any of the
      Seller's Guaranteed Obligations; or (ii) any of the Seller's Guaranteed
      Obligations (including, without limitation, any moneys payable) not
      being enforceable, effective against or recoverable from the Seller by
      reason of any legal limitation, disability or incapacity on or of the
      Seller or any other fact or circumstances whatsoever (other than any
      limitation imposed by this Agreement). The amount of the Loss or of any
      payment to be made by OTH pursuant to this Clause 8.4 or any other
      provision of this Clause 8 shall be equal to, and shall in no
      circumstances exceed, the amount which the Purchaser would otherwise
      have been entitled to recover from the Seller under the terms of this
      Agreement.

8.5   The liability of OTH under this Clause 8:

      (i)     shall not be released or diminished by any variation of the
              Seller's Guaranteed Obligations or any forbearance, neglect or
              delay in seeking performance of the Seller's Guaranteed
              Obligations or any granting of time for such performance; and

      (ii)    shall not be affected or impaired by reason of any other fact
              or event which in the absence of this provision would or might
              constitute or afford a legal or equitable discharge or release
              or a defence to a guarantor.

8.6   OTH waives any right it may have of first requiring the Purchaser to
      proceed against the Seller before claiming from OTH under this Clause 8.

9.    CONFIDENTIALITY AND ANNOUNCEMENTS

      No announcement, statement, press conference or other communication
      shall be (or authorised to be) made, released, issued or held by or on
      behalf of any party or its directors, officers, employees, agents or
      advisers before, on or after Closing concerning this Agreement, or the
      subject matter or provisions of, or transactions or matters referred to
      in or contemplated by, or negotiations leading to, this Agreement,;
      provided that nothing in the foregoing shall prohibit the issue or
      release by any party of any announcement or circular if and to the
      extent required by law or any regulatory body or the rules of any
      recognised stock exchange, including the Stock Exchange, New York Stock
      Exchange, Inc. and the Cairo and Alexandria Stock Exchange, on which
      the shares of such party, its Affiliates or the Company are listed but
      the party

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      with an obligation to issue or release an announcement or a circular
      shall consult with the other parties insofar as is reasonably
      practicable before complying with such an obligation.

10.   ASSIGNMENT

      This Agreement may not be transferred, assigned, pledged or
      hypothecated by any party hereto without the express written consent of
      the other parties hereto.

11.   FURTHER ASSURANCE

      The Seller and OTH shall from time to time and at their own cost do,
      execute and deliver or procure to be done, executed and delivered all
      such further acts, documents and things required by, and in a form
      reasonably satisfactory to, the Purchaser to give full effect to this
      Agreement and its rights, powers and remedies under this Agreement. The
      Purchaser shall from time to time and at their own cost do, execute and
      deliver or procure to be done, executed and delivered all such further
      acts, documents and things required by, and in a form reasonably
      satisfactory to, the Seller and OTH to give full effect to this
      Agreement and its rights, powers and remedies under this Agreement.

12.   ENTIRE AGREEMENT

      This Agreement, together with each other Transaction Documents,
      constitute the whole agreement between the parties and supersedes any
      previous arrangements or agreements between them relating to the sale
      and purchase of the Sale Shares.

13.   SEVERANCE AND VALIDITY

13.1  If any provision of this Agreement is or becomes illegal, invalid or
      unenforceable in any respect under the law of any jurisdiction, such
      provision shall apply with whatever deletion or modification is
      necessary so that the provision is legal, valid and enforceable and
      gives effect to the commercial intention of the parties.

13.2  To the extent it is not possible to delete or modify the provision, in
      whole or in part, under Clause 13.1, then such provision or part of it
      shall, to the extent that it is illegal, invalid or unenforceable, be
      deemed not to form part of this Agreement and the legality, validity
      and enforceability of the remainder of this Agreement shall, subject to
      any deletion or modification made under Clause 13.1, not be affected.

14.   VARIATIONS

      No variation of this Agreement shall be effective unless in writing and
      signed by the parties.

15.   REMEDIES AND WAIVERS

15.1  No waiver of any right under this Agreement shall be effective unless
      in writing. Unless expressly stated otherwise a waiver shall be
      effective only in the circumstances for which it is given.

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15.2  No delay or omission by any party in exercising any right or remedy
      provided by law or under this Agreement shall constitute a waiver of
      such right or remedy. 15.3 The single or partial exercise of a right
      or remedy under this Agreement shall not preclude any other nor
      restrict any further exercise of any such right or remedy.

15.3  The single and partial exercise of a right or remedy under this Agreement
      shall not preclude any rights or remedies provided by law.

15.4  The rights and remedies provided in this Agreement are cumulative and do
      not exclude any rights or remedies provided by law.

16.   EFFECT OF CLOSING

      The provisions of this Agreement which remain to be performed following
      Closing shall continue in full force and effect notwithstanding
      Closing.

17.   SURVIVAL AND RIGHTS OF RESCISSION

17.1  Subject to Clause 5.3, no party shall have any right to rescind this
      Agreement under any circumstance.

17.2  The representations and warranties of any party contained in this
      Agreement shall survive the sale and purchase of the Sale Shares pursuant
      to this Agreement.

18.   THIRD PARTY RIGHTS

      This Agreement is made for the benefit of the parties, their successors
      and permitted assigns and is not intended to benefit or be enforceable
      by any other person.

19.   PAYMENTS

19.1  Any amount payable by the Seller or OTH to the Purchaser or by the
      Purchaser to the Seller or OTH shall be made in full without set-off or
      counter-claim and free from any deduction or withholding whatsoever,
      except as required by law.

19.2  If any deduction or withholding is required by law to be made from any
      payment or if the recipient is subject to Tax in respect of such
      payment, the payer shall increase the amount of the payment to the
      extent necessary to ensure that the net amount received and retained by
      the recipient (after taking into account all deductions, withholdings
      or Tax) is equal to the amount it would have received had the payment
      not been subject to any such deductions, withholdings or Tax.

20.   COSTS AND EXPENSES

20.1  Except as provided otherwise, each party shall pay its own costs and
      expenses in connection with the negotiations, preparation and
      performance of this Agreement and the other Transaction Documents.

20.2  Any transfer, registration, stamp, documentary or similar taxes
      chargeable in connection with the transfer of the Sale Shares under
      this Agreement shall be borne equally by the Seller and the Purchaser.
      The Seller and the Purchaser shall co-operate in minimising any such
      taxes and in the timely making of all filings, returns, reports and
      forms as may be required in connection therewith.

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21.   NOTICES

21.1  Any notice or other communication to be given under or in connection with
      this Agreement ("Notice") shall be in the English language in writing and
      signed by or on behalf of the party giving it and marked for the attention
      of the relevant party. A Notice may be delivered personally or sent by
      fax, pre-paid recorded delivery or pre paid registered airmail to the
      address or fax number provided in Clause 21.3.

21.2  A Notice shall be deemed to have been received:

      (i)     at the time of delivery if delivered personally;

      (ii)    at the time of transmission if sent by fax;

      (iii)   two Business Days after the time and date of posting if sent by
              pre-paid recorded delivery; or

      (iv)    five Business Days after the time and date of posting if sent by
              pre-paid registered airmail,

      provided that if deemed receipt of any Notice occurs after 6.00
      p.m. or is not on a Business Day, deemed receipt of the Notice
      shall be 9.00 a.m. on the next Business Day. References to time
      in this Clause 21 are to local time in the country of the
      addressee.

21.3  The addresses and fax numbers for service of Notice are:

      Purchaser:

      Name:                        Yuda Limited

      Address:                     c/o 7th Floor,
                                   Cheung Kong Center,
                                   2 Queen's Road Central,
                                   Hong Kong
      For the attention of:        Ms. Ezra Pau
      Fax number:                  (852) 2537 8184

      Seller:

      Name:                        Orascom Telecom Eurasia Limited
      Address:                     c/o 2005A Nile City Towers - South Tower
                                   Cornish El Nile
                                   Ramlet Beaulac - 11221
                                   Cairo, Egypt

      For the attention of:        Legal Department
      Fax number:                  202 2461 5055

                                       12
<PAGE>
      OTH

      Name:                        Orascom Telecom Holding S.A.E.
      Address:                     2005A Nile City Towers - South Tower
                                   Cornish El Nile
                                   Ramlet Beaulac
                                   Cairo
                                   Egypt

      For the attention of:        Mr. Naguib Sawiris, Chairman & CEO
      Fax number:                  202 2461 5055

      With a copy to:              Orascom Telecom Holding S.A.E.
      Address:                     2005A Nile City Towers - South Tower
                                   Cornish El Nile
                                   Ramlet Beaulac
                                   Cairo
                                   Egypt

      For the attention of:        Legal Department
      Fax number:                  202 2461 5165

21.4  A party shall notify the other parties of any change to its address in
      accordance with the provisions of this Clause 21 provided that such
      notification shall only be effective on the later of the date specified
      in the notification and 5 (five) Business Days after deemed receipt.

22.   COUNTERPARTS

      This Agreement may be executed in counterparts and shall be effective
      when each party has executed a counterpart. Each counterpart shall
      constitute an original of this Agreement and all counterparts taken
      together shall constitute one and the same agreement. Delivery of a
      facsimile executed counterpart of the signature page shall be effective
      as delivery of an original executed counterpart of this Agreement.

23.   GOVERNING LAW AND JURISDICTION

23.1  This Agreement shall be governed by and construed in accordance with
      English law.

23.2  The parties irrevocably agree that the courts of England are to have
      non-exclusive jurisdiction to settle any dispute which may arise out of
      or in connection with this Agreement and proceedings in respect of any
      dispute may be brought in such courts.

24.   AGENT FOR SERVICE OF PROCESS

24.1  The Purchaser irrevocably appoints Hutchison Whampoa Agents (UK)
      Limited of Hutchison House, 5 Hester Road, Battersea, London SW11 4AN,
      the United Kingdom and each of the Seller and OTH irrevocably appoints
      Law Debenture of Corporate Services Limited of Fifth Floor, 100 Wood
      Street, London, England, EC2V 7EX, in each case as its agent for
      service of process in England.

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<PAGE>
24.2  If any person appointed as agent for service of process ceases to act
      as such the relevant party shall immediately appoint another person to
      accept service of process on its behalf in England and notify the other
      parties of such appointment. If it fails to do so within ten Business
      Days any other party shall be entitled by notice to the other parties
      to appoint a replacement agent for service of process.

IN WITNESS WHEREOF each party has executed this Agreement, or caused this
Agreement to be executed by its duly authorised representatives.

                                       14
<PAGE>
                                    Schedule

                                   Warranties

The Seller hereby represents and warrants to the Purchaser as of the date hereof
(save in respect of 1.1(ii) and the Warranties given by OTH in 1.2(i), (ii) and
(iii) and 1.3(ii)) and OTH represents and warrants to the Purchaser as at the
date hereof as set out in 1.1(ii) and, insofar as they relate to OTH, 1.2(i),
(ii) and (iii) and 1.3(ii) only, as follows:

1.1   Organisation of the Seller and OTH.

(i)   The Seller is a corporation duly organised under the laws of the British
      Virgin Islands, and is validly existing and in good standing under the
      laws of Malta.

(ii)  OTH is a corporation duly organised, validly existing and in good
      standing under the laws of the Arab Republic of Egypt.

(iii) The Seller is not in receivership or liquidation nor has it taken any step
      to enter liquidation, and no petition has been presented for winding up
      the Seller. There are no grounds on which a petition or application could
      be based for the winding up or appointment of a receiver of the Seller.

1.2   Authority and Enforceability.

 (i)  Each of the Seller and OTH has the corporate power and authority to
      execute, deliver and perform its obligations under and consummate the
      transactions contemplated by each of the Transaction Documents to which
      it is a party and the other instruments and agreements to be executed
      and delivered by the Seller or OTH as contemplated hereby and thereby,
      including the sale and transfer of the Sale Shares pursuant to this
      Agreement.

 (ii) The execution, delivery and performance of the Transaction Documents to
      which either the Seller or OTH is a party, and all other instruments
      and agreements to be executed and delivered by the Seller or OTH as
      contemplated hereby and thereby, and the consummation of the
      transactions contemplated hereby and thereby, have been duly authorised
      by the respective directors and, to the extent required, the respective
      shareholders of the Seller and OTH, as relevant, and no other corporate
      or shareholder action on the part of the Seller or OTH is necessary to
      authorise the execution, delivery and performance of the Transaction
      Documents to which the Seller or OTH is a party, such other instruments
      and agreements contemplated hereby and thereby or the consummation of
      the transactions contemplated hereby and thereby.

(iii) The Transaction Documents to which either the Seller or OTH is a party
      and all other instruments and agreements to be executed and delivered
      by the Seller or OTH as contemplated hereby and thereby, when delivered
      in accordance with the terms hereof, assuming the due execution and
      delivery of the Transaction Documents and each such other document by
      the other parties hereto and thereto, shall have been duly executed and
      delivered by each of the Seller and OTH and shall be valid and binding
      obligations of each of the Seller and OTH enforceable against them in
      accordance with their terms, except to the extent that their
      enforceability may be subject to

                                       15
<PAGE>
      applicable bankruptcy, insolvency, reorganisation, moratorium or
      similar laws affecting the enforcement of creditors' rights generally
      or to general equitable principles.

1.3   Consents and Approvals; No Violations.

(i)   The Seller has obtained all consents and made all notifications
      necessary for its entry into and performance of its obligations under
      the Transaction Documents.

(ii)  The entry into and performance of the Transaction Documents to which
      the Seller or OTH is a party will not constitute a breach by the Seller
      or OTH of or default under: (A) any provision of the organisational
      documents of the Seller or OTH; (B) any legally binding obligation or
      any material agreement or undertaking or the terms of any guarantee by
      which the Seller or OTH is bound; or (C) any Law applicable to the
      Seller and OTH.

(iii) The Seller has not made the decision to enter into this Agreement or to
      sell the Sale Shares as a result of and on the basis of any unpublished
      information relating to the Company or the Company Subsidiaries which
      in the reasonable opinion of the Seller would constitute "relevant
      information" (as defined in Part XIII and XIV of the Securities and
      Futures Ordinance of Hong Kong (Cap.571)).

1.4   Sale Shares

      The Seller is the beneficial owner of and has good and valid title to
      the Sale Shares free and clear of any Encumbrance other than the
      security created in favour of the Security Agent which will be released
      prior to or at Closing. All of the Sale Shares are fully paid.

                                       16
<PAGE>
SIGNED by Susan Chow               )
for and on behalf of               )
YUDA LIMITED in the presence of:   ) Signature:  /s/ Susan Chow
                                                 -------------------------------

Witness
Signature:  /s/ Lam Sin Yu
Name:       Lam Sin Yu, Bernardine
Address:    Solicitor, Hong Kong SAR

Occupation: _______________________


SIGNED by _________________________)
for and on behalf of               )
ORASCOM TELECOM EURASIA LIMITED    )
in the presence of:                ) Signature:
                                                 -------------------------------

Witness
Signature:  _______________________
Name:       _______________________
Address:    _______________________

Occupation: _______________________


SIGNED by _________________________)
for and on behalf of               )
ORASCOM TELECOM HOLDING S.A.E.     )
in the presence of:                ) Signature:
                                                 -------------------------------

Witness
Signature:  _______________________
Name:       _______________________
Address:    _______________________

Occupation: _______________________

                                       17
<PAGE>
SIGNED by _________________________)
for and on behalf of               )
YUDA LIMITED in the presence of:   ) Signature:
                                                 -------------------------------

Witness
Signature:  _______________________
Name:       _______________________
Address:    _______________________

Occupation: _______________________


SIGNED by Naguib Sawiris           )
for and on behalf of               )
ORASCOM TELECOM EURASIA LIMITED    )
in the presence of:                ) Signature:  /s/ Naguib Sawiris
                                                 -------------------------------

Witness
Signature:  /s/ Ragy Soliman
Name:       Ragy Soliman
Address:    Nile City Towers-South Tower
            Cornish El Nile - Cairo-Egypt
Occupation: VP Legal Affairs - Orascom Telecom


SIGNED by Naguib Sawiris           )
for and on behalf of               )
ORASCOM TELECOM HOLDING S.A.E.     )
in the presence of:                ) Signature:  /s/ Naguib Sawiris
                                                 -------------------------------

Witness
Signature:  /s/ Ragy Soliman
Name:       Ragy Soliman
Address:    Nile City Towers-South Tower
            Cornish El Nile - Cairo-Egypt
Occupation: VP Legal Affairs - Orascom Telecom

                                       17