<PAGE>
                                                                     EXHIBIT 4.2


                               DATED MARCH 19, 2003

                   (1) TELESYSTEM INTERNATIONAL WIRELESS INC.

                                     - AND -

             (2) TELESYSTEM INTERNATIONAL WIRELESS CORPORATION N.V.

                                     - AND -

                               (3) CLEARWAVE N.V.

                                     - AND -

                           (4) CLEARWAVE HOLDINGS B.V.

                                     - AND -

                             (5) EEIF MELVILLE B.V.



--------------------------------------------------------------------------------

                                    EXIT DEED

--------------------------------------------------------------------------------

                             GIBSON, DUNN & CRUTCHER
                                   ----------
                    A MULTINATIONAL PARTNERSHIP OF SOLICITORS
                         AND REGISTERED FOREIGN LAWYERS
                                   ----------
                                 Telephone House
                       2-4 Temple Avenue, London EC4Y 0HB
                       020 7071 4000    020 7071 4244 Fax
                     Ref: EMP-Exit Deed/File no. 26449/00003

<PAGE>
                                    CONTENTS
<Table>
<Caption>

CLAUSE   SUBJECT MATTER                                                    PAGE
------   --------------                                                   ------
<S>      <C>                                                              <C>

 1.      INTERPRETATION ...................................................  1

 2.      TAG ALONG RIGHTS ON CLEARWAVE TOTAL SALE .........................  7

 3.      TAG ALONG RIGHTS ON CLEARWAVE PARTIAL SALE .......................  9

 4.      DRAG ALONG RIGHTS ON CLEARWAVE TOTAL SALE ........................ 11

 5.      CONSULTATION IN RELATION TO CLEARWAVE TOTAL OR PARTIAL SALE .....  12

 6.      TAG ALONG OR DRAG ALONG UPON A PUBLIC SALE OF CLEARWAVE .........  12

 7.      LONG STOP POSITION ..............................................  14

 8.      ISSUE OF SHARES .................................................  15

 9.      AFFILIATES ......................................................  15

10.      TERMINATION .....................................................  15

11.      NON APPLICABILITY ...............................................  16

12.      TRANSFERS OF SHARES IN MOBIFON ..................................  16

13.      VALUATION .......................................................  17

14.      MISCELLANEOUS ...................................................  17

15.      NOTICES .........................................................  18

16.      ARBITRATION .....................................................  18

SCHEDULE 1 ...............................................................  20

Examples .................................................................  20

SCHEDULE 2 ...............................................................  24

Terms of MobiFon Tag-Along and Drag-Along Rights .........................  24

SCHEDULE 3 ...............................................................  29

Disclosure of Options ....................................................  29

SCHEDULE 4 ...............................................................  30

Addresses for Notice .....................................................  30

SCHEDULE 5 ...............................................................  32

Form of Control Confirmation Certificate .................................  32

</Table>
                                        i

<PAGE>

                                    EXIT DEED

DATE: MARCH 19, 2003

PARTIES:

(1)   TELESYSTEM INTERNATIONAL WIRELESS INC., a company incorporated and
      existing under the laws of Canada and having its head office and principal
      place of business at 1000 de la Gauchetiere Street West, 16th Floor,
      Montreal, Quebec, H3B 4WS, Canada ("TIWI");

(2)   TELESYSTEM INTERNATIONAL WIRELESS CORPORATION N.V., a public limited
      liability company organised and existing under the laws of The Netherlands
      and having its registered office at World Trade Centre, Strawinskylaan
      707, Amsterdam 1077XX, The Netherlands ("TIWC");

(3)   CLEARWAVE N.V., (previously TIW Eastern Europe N.V.) a public limited
      liability organised and existing under the laws of The Netherlands and
      having its registered office at World Trade Centre, Strawinskylaan 707,
      Amsterdam 1077XX, The Netherlands ("CLEARWAVE");

(4)   CLEARWAVE HOLDINGS B.V., a company organised and existing under the laws
      of The Netherlands, having its registered office at World Trade Centre,
      Strawinskylaan 707, Amsterdam 1077XX, The Netherlands ("CLEARWAVE
      HOLDINGS"); and

(5)   EEIF MELVILLE B.V., a limited liability company organised and existing
      under the laws of The Netherlands and having its seat at Professor J H
      Bavincklaan 7, 1183 AT Amstelveen, The Netherlands ("EEIF").


IT IS AGREED AS A DEED as follows:

1.    INTERPRETATION

1.1   In this Agreement:

      Term                      Definition

      "AFFILIATE"               of a Person means another Person that directly
                                or indirectly Controls is Controlled by or is
                                under common Control with, such Person;

      "APPRAISED VALUE"         means the fair market value established in
                                accordance with Section 13;

      "BUSINESS DAY"            means any day, other than Saturday, Sunday or
                                any statutory holiday in The Netherlands,
                                Romania, London, England or Montreal, Canada;



<PAGE>

      "CAPITAL PERCENTAGE"      is as defined in section 3.4 hereof;

      "CASH EQUIVALENT"         shall mean the sum certified by the independent
                                evaluator pursuant to section 13 as being in
                                their opinion the monetary value of the
                                Marketable Securities being offered as the
                                consideration at that time;

      "CHANGE OF CONTROL"       shall have occurred where, as a result of, or in
                                the context of, a particular sale of securities
                                in CLEARWAVE, either (A) the TIW Group shall,
                                either independently or pursuant to an agreement
                                with other shareholders of CLEARWAVE, no longer
                                directly or indirectly possess either (i) the
                                power, by contract or otherwise, to appoint or
                                remove a majority of the members of the relevant
                                board (and for this purpose the relevant board
                                shall be the management board, supervisory board
                                or other board of CLEARWAVE that has the power
                                and authority to appoint and remove senior
                                management of CLEARWAVE and to independently
                                direct or cause the direction of management and
                                policies of CLEARWAVE), or (ii) the ownership of
                                more than 50% (fifty per cent) of the
                                outstanding voting securities of CLEARWAVE; or
                                (B) the TIW Group's direct and indirect interest
                                in CLEARWAVE falls to below 50 % plus one of the
                                issued and outstanding equity securities of
                                CLEARWAVE.

      "CLEAR WAVE INVESTEE %"   is as defined in sections 2.3.2 and 3.4 hereof;

      "CLEARWAVE PARTIAL SALE"  is as defined in section 3.1 hereof;

      "CLEARWAVE'S %"           is as defined in section 2.3.2 hereof;

      "CLEARWAVE TOTAL SALE"    is as defined in section 2.1 hereof;

      "CONTROL"                 means the possession, directly or indirectly, of
                                either (i) the power to direct or cause the
                                direction of management and policies of a
                                Person, or (ii) the power to appoint or remove a
                                majority of the directors or supervisory or
                                management board members or directors of a
                                Person by contract or otherwise, or (iii) the
                                ownership of more than 50% (fifty per cent) of
                                the outstanding voting securities of another
                                Person;


                                       2
<PAGE>


      "CONTROL CONFIRMATION"    means a certificate, duly executed by the chief
                                legal officer of TIWI and the chief executive
                                officer or the chief financial officer of TIWI,
                                in the form of Schedule 5 and accompanied by
                                such relevant documentation as set out in such
                                certificate, to the effect that following a
                                CLEARWAVE Partial Sale, either (A) the TIW Group
                                will maintain Control over CLEARWAVE either
                                independently or pursuant to an enforceable
                                agreement with other shareholders of CLEARWAVE
                                and, for this purpose, "Control" means the
                                direct or indirect possession of either (i) the
                                power, by contract or otherwise, to appoint or
                                remove a majority of the members of the relevant
                                board (and for this purpose the relevant board
                                shall be the management board, supervisory board
                                or other board of CLEARWAVE that has the power
                                and authority to appoint and remove senior
                                management of CLEARWAVE and to independently
                                direct or cause the direction of management and
                                policies of CLEARWAVE), or (ii) the ownership of
                                more than 50% (fifty per cent) of the
                                outstanding voting securities of CLEARWAVE; or
                                (B) a Change of Control of CLEARWAVE has
                                occurred;

      "CONTRACT OF ASSOCIATION" means the contract of association of MobiFon, as
                                amended from time to time;

      "CZECH HOLDCO"            means TIW Czech N.V., a public limited company
                                organised and existing under the laws of The
                                Netherlands and having its registered seat at
                                Rotterdam, The Netherlands;

      "ENCUMBRANCE"             means a mortgage, charge, pledge, lien, option,
                                usufruct, restriction, right of first refusal or
                                pre-emption, third Party right or interest,
                                other encumbrance or security interest of any
                                kind, or another type of preferential
                                arrangement having similar effect;

      "EXCHANGED SHARES"        is as defined in section 6.2.2;

      "EXIT AGREEMENT"          means the Amended and Restated Exit Agreement
                                dated 3 May 2001 (as amended or restated from
                                time to time) between TIWC, Clearwave, ROMGSM
                                Holdings Limited and others;

      "INVESTEE COMPANY"        is as defined in section 2.3.2;



                                       3
<PAGE>

      "INVESTORS"               is as defined in the Exit Agreement and ROMGSM
                                Holdings Limited;

      "IPO"                     means an initial public flotation of equity
                                shares of the relevant corporation under
                                applicable securities legislation or the stock
                                exchange requirements of any Major Stock
                                Exchange, where the market value of the
                                securities to be sold of the relevant
                                corporation would be no less than $100,000,000
                                (US Dollars one hundred million);

      "IRR"                     shall mean the annual rate of discount which
                                equates the value of the cash outflows
                                associated with the aggregate purchase price
                                with the value of the total sum of cash inflows
                                accruing from it, expressed as a percentage;

      "LOAN AGREEMENTS"         means the loan facility agreements entered into
                                between MobiFon and the Senior Lenders, all
                                dated 27 August 2002, as well as the working
                                capital facility agreements entered into between
                                MobiFon and ABN AMRO Bank (Romania) S.A., dated
                                19 February 1999, and MobiFon and Citibank,
                                dated 25 March 1999;

      "MAJOR STOCK EXCHANGE"    means a US National Stock Exchange, NASDAQ,
                                EASDAQ, the stock exchanges of Toronto,
                                Frankfurt, Amsterdam, London or New York or any
                                other recognised investment exchange (as defined
                                in section 285 of the Financial Services and
                                Markets Act 2000 of England);

      "MARKETABLE SECURITIES"   means marketable securities quoted or listed for
                                trading on a Major Stock Exchange that are
                                subject to no greater restriction on transfer or
                                "tradeability" (or registrability) than those
                                imposed on TIW Group or other like institutional
                                shareholders;

      "MERGER"                  means a merger or reorganisation of the relevant
                                corporation with another unconnected corporation
                                (the "MERGER CORPORATION") whereupon the
                                shareholders of the relevant corporation receive
                                cash or Marketable Securities of the Merger
                                Corporation;

      "MOBIFON"                 means MobiFon S.A., a joint stock company,
                                existing and organised in accordance with the
                                laws of Romania;



                                       4
<PAGE>

      "MOBIFON SHARES"          means issued and outstanding shares in MobiFon;

      "NUMBER OF QUALIFYING
      MOBIFON SHARES"           is defined in section 3.3.2 hereof;

      "OBLIGORS"                means TIWI, TIWC, CLEARWAVE and CLEARWAVE
                                HOLDINGS;

      "OUTSTANDING
      SHARE NUMBER"             is as defined in section 2.3.2 hereof;

      "PARTIES"                 means each of the Obligors and EEIF;

      "PERSON"                  means any individual, any entity which is
                                recognised as having legal personality under the
                                laws of a relevant jurisdiction and any grouping
                                of individuals and/or such entities which, as a
                                grouping, has a distinct legal identity under
                                applicable law;

      "PROPORTIONATE APPRAISED
      VALUE"                    is as defined in section 2.3.2 hereof;

      "PURCHASER"               is defined in Section 2.1 hereof;

      "PUBLIC SALE"             means either (i) an IPO of CLEARWAVE where the
                                market value of the Marketable Securities of
                                CLEARWAVE to be sold under the IPO would be no
                                less than $100,000,000 (US Dollars one hundred
                                million) or (ii) a Merger of CLEARWAVE where the
                                market value of the Marketable Securities of the
                                Merger Corporation after the Merger is at least
                                $100,000,000 (US Dollar one hundred million)
                                (without taking into account the Exchanged
                                Shares or any Marketable Securities of the
                                Merger Corporation owned by the TIW Group or by
                                any controlling shareholders of the Merger
                                Corporation);

      "PUBLIC SALE
      CONSIDERATION"            means the Marketable Securities issued by
                                CLEARWAVE upon an IPO or the cash paid and
                                Marketable Securities issued by the Merger
                                Corporation upon a Merger;

      "PUBLIC SALE TOTAL PRICE" is as defined in section 6.2.2(b) hereof;

      "PUBLIC SALE OFFER"       is as defined in section 6.1 hereof;

      "QUALIFYING MOBIFON
      SHARE"                    means a share in MobiFon owned by EEIF;

      "RELEVANT PERCENTAGE"     is as defined in section 2.3.2 hereof;



                                       5
<PAGE>

      "RELEVANT VALUE"          is as defined in sections 2.3.2, 3.4 and 6.2
                                hereof;

      "SENIOR LENDERS"          means the European Bank for Reconstruction and
                                Development, Nordic Investment Bank and Export
                                Development Canada;

      "SHAREHOLDERS' AGREEMENT" means the Shareholders' Agreement dated 3
                                December 1999 between the Investors as therein
                                defined, CLEARWAVE and Czech Holdco (as amended
                                from time to time);

      "SHAREHOLDERS'
      RESOLUTION"               means the resolution of the shareholders of the
                                Corporation scheduled to the Shareholders
                                Agreement as Schedule 5.4;

      "SHARE SUBSCRIPTION
      AGREEMENT"                means the Amended and Restated Share
                                Subscription Agreement dated 2 December 1999
                                between the Investors as therein defined, AIG
                                Emerging Europe Infrastructure Fund LP,
                                CLEARWAVE, Czech HoldCo and TIWC (as amended
                                and/or restated from time to time);

      "SOLD %"                  is as defined in section 3.3.2 hereof;

      "SPA"                     means the share purchase agreement dated 18
                                December 2002 between the Obligors and Cablecom
                                Limited which provides for the purchase by
                                Cablecom Limited of the Qualifying MobiFon
                                Shares;

      "TIW GROUP"               means TIWI and its Affiliates from time to time;

      "TIW GROUP %"             is as defined in section 3.4 hereof.

1.2   Schedules 1 to 5 are hereby incorporated by reference.

1.3   The inclusion of headings and a table of contents in this Agreement are
      for convenience of reference only and shall not affect the construction or
      interpretation hereof.

1.4   In this Agreement, unless the context otherwise requires, words importing
      the singular include the plural and vice versa and words importing gender
      include all genders.

1.5   The Parties shall endeavour in good faith negotiations to modify any
      invalid, illegal or unenforceable provision of this Agreement to the
      extent necessary to make such provision valid, legal and enforceable. Each
      of the Parties hereto agrees that it shall not allege the invalidity,
      illegality or unenforceability of this Agreement, or any one or more of
      the provisions contained herein.



                                       6
<PAGE>

1.6   Except as expressly provided in this Agreement, no amendment, waiver or
      termination of this Agreement shall be binding unless executed in writing
      by the Party to be bound thereby.

1.7   No waiver of any provision of this Agreement shall constitute a waiver of
      any other provision nor shall any such waiver constitute a continuing
      waiver unless otherwise expressly provided.

1.8   This Agreement shall be governed by and construed in accordance with the
      laws of England.

1.9   A reference to a company or other legal entity shall be construed so as to
      include any legal entity or entities into which such company may during
      the continuance of this Agreement be merged by means of a statutory merger
      (jurisdische fusie) or into which it may be split up or demerged, by means
      of a statutory split up or demerger;

1.10  In this Agreement, a reference to:

      1.10.1  a document is a reference to that document as modified from time
              to time;

      1.10.2  a person includes a reference to a government, state, state
              agency, corporation, body corporate (rechtspersoon), an
              unincorporated association or partnership;

      1.10.3  a section or schedule, unless the context otherwise requires, is a
              reference to a section of or schedule to this Agreement;

      1.10.4  ownership of shares includes owning shares both directly or
              through nominees.

1.11  In this Agreement, whenever an obligation is expressed to be given or
      undertaken by the Obligors, it shall be given or undertaken by them
      jointly and severally.

2.    TAG ALONG RIGHTS ON CLEARWAVE TOTAL SALE

2.1   This section 2, as well as sections 4 and 5, shall apply in the event that
      the TIW Group wishes to sell, in one or a series of related transactions,
      all the CLEARWAVE Shares owned by the members of the TIW Group to an
      unconnected third party or parties (the "PURCHASER") in a bona fide arms'
      length transaction for cash or Marketable Securities (a "CLEARWAVE Total
      Sale").

2.2   The TIW Group shall ensure that no CLEARWAVE Total Sale shall take place
      unless either:

      2.2.1   EEIF has agreed in writing; or

      2.2.2   CLEARWAVE or the Purchaser has made a legally binding offer to buy
              all the Qualifying MobiFon Shares on the terms set out in section
              2.3 below and the offer closes and is completed with respect to
              each such accepted offer simultaneously with the CLEARWAVE Total
              Sale, unless failure to complete is the fault of EEIF.



                                       7
<PAGE>

2.3   The terms of the offer by CLEARWAVE or the Purchaser hereunder shall be as
      close as reasonably practicable to the terms of the CLEARWAVE Total Sale
      (mutatis mutandis) except as follows:

      2.3.1   the offer shall be open for acceptance for not less than 15
              Business Days;

      2.3.2   the consideration for each Qualifying MobiFon Share shall be "c"
              which is calculated as follows:

                   Relevant Value
              c = ---------------- (divided by) Outstanding Share Number
                    CLEARWAVE's %
              where:

              For the purposes hereof, it is assumed that the outstanding Class
              A, Class B and Class C Shares of Czech HoldCo shall have been
              converted into Common Shares of Czech HoldCo in accordance with
              the Shareholders' Resolution and the terms as used in the
              foregoing formula have the following meaning:

              "APPRAISED VALUE" means the value, as determined in accordance
              with section 13 hereof;

              "CLEARWAVE'S %" is CLEARWAVE's Investee % in relation to MobiFon;

              "CLEARWAVE'S INVESTEE %" is the percentage that the equity
              interest CLEARWAVE owns in each Investee Company on a fully
              diluted basis (taking into account, without limitation, in the
              case of Czech Holdco, the potential or actual dilutive effect of
              the Shareholders' Resolution) is of the aggregate equity of the
              relevant Investee Company;

              "INVESTEE COMPANY" means each company or body corporate in which
              CLEARWAVE has an equity interest at the time;

              "OUTSTANDING SHARE NUMBER" means the number of shares issued and
              outstanding of MobiFon, excluding any shares of MobiFon held by
              such corporation in its own capital;

              "RELEVANT VALUE" equals the total consideration payable by the
              Purchaser for CLEARWAVE on a CLEARWAVE Total Sale multiplied by
              the Relevant Percentage;

              "RELEVANT PERCENTAGE" is the percentage that the Proportional
              Appraised Value for an Investee Company is of the aggregate
              Proportional Appraised Value of all Investee Companies;

              "PROPORTIONAL APPRAISED VALUE" is, for each Investee Company, the
              Appraised Value of its entire issued and outstanding share capital
              multiplied by CLEARWAVE's Investee %;



                                       8
<PAGE>

      2.3.3   the sole obligation of EEIF shall be to transfer good title to its
              Qualifying MobiFon Shares free from Encumbrance (except as
              pursuant to the Contract of Association and the Loan Agreements)
              and no other warranties shall be required to be given.

      2.3.4   the consideration will be payable in cash or Marketable Securities
              or a combination of both or with the ability to choose between
              both on the same basis as is the consideration payable to the
              members of the TIW Group. If the consideration is Marketable
              Securities, they will be of the same nature as those issued to
              members of the TIW Group and subject to no greater restrictions
              and the provisions of section 6.4 will apply mutatis mutandis to
              such Marketable Securities.

      2.3.5   insofar as it relates to Qualifying MobiFon Shares, the provisions
              of section 12 will apply.

2.4   The failure of EEIF to accept, or to accept within the relevant time
      frame, an offer made in accordance with section 2.2 will not prevent a
      CLEARWAVE Total Sale.

2.5   A worked example of the formula in section 2.3 is set out in Part 1 of
      Schedule 1 for illustration purposes only.

2.6   If the Appraised Value of any Investee Company is negative, then in
      calculating the "Relevant Value", the total consideration payable by the
      Purchaser for CLEARWAVE will be deemed to be increased by the extent to
      which the Proportional Appraised Value of such Investee Company is less
      than zero and the Proportional Appraised Value of such Investee Company
      shall be deemed to be zero for the purposes of determining the Relevant
      Percentage. A worked example of this calculation is set out in Part 2 of
      Schedule 1 for illustration purposes only.

3.    TAG ALONG RIGHTS ON CLEARWAVE PARTIAL SALE

3.1   The provisions of sections 3 to 5 (inclusive) shall apply if a member or
      members of the TIW Group wishes to sell, in one or a series of related
      transactions, some but not all of the shares of CLEARWAVE owned by the
      members of the TIW Group to an unconnected third party or parties (the
      "Partial Purchaser") in a bona fide arms length transaction for cash or
      Marketable Securities (a "CLEARWAVE Partial Sale").

3.2   Upon notifying EEIF that a CLEARWAVE Partial Sale may occur and, in all
      events before any CLEARWAVE Partial Sale has occurred, the TIW Group shall
      deliver to EEIF a Control Confirmation. The TIW Group shall, however, be
      released from its obligation to deliver further Control Confirmations for
      any CLEARWAVE Partial Sale after such time as the TIW Group has confirmed,
      in one or more previous Control Confirmation(s), that Changes of Control
      have occurred by reason of the events set forth in both (A) and (B) of the
      definition of "Change of Control" in this Agreement. The TIW Group shall
      ensure that no CLEARWAVE Partial Sale shall take place unless either:

      3.2.1   EEIF has consented to such sale in writing, or




                                       9
<PAGE>

      3.2.2   CLEARWAVE or the Partial Purchaser has made a legally binding
              offer (the "Partial Sale Offer") to buy such number of Qualifying
              MobiFon Shares on the terms set out herein and the Partial Sale
              Offer closes and is completed with respect to each such accepted
              offer simultaneously with the CLEARWAVE Partial Sale, unless
              failure to complete is the fault of EEIF; or

      3.2.3   following such CLEARWAVE Partial Sale the TIW Group will own more
              than 50% of the equity shares of CLEARWAVE and there will be no
              Change of Control.

3.3   In the event of a Partial Sale Offer, EEIF shall have the right, for a
      period of 10 days from the date that it receives the Partial Sale Offer
      and a Control Confirmation (where applicable):

      3.3.1   if and when the Control Confirmation confirms that a Change of
              Control has occurred, to sell all its Qualifying MobiFon Shares in
              accordance with a Partial Sale Offer and the consideration shall
              be calculated in accordance with section 3.4; or

      3.3.2   whether or not the Control Confirmation is delivered, or, if
              delivered, whether or not it confirms that a Change of Control has
              occurred, to sell part of its Qualifying MobiFon Shares in
              accordance with a Partial Sale Offer and the consideration shall
              be calculated in accordance with section 3.4 except that:

              the offer to be made under this section 3 to EEIF shall be in
              respect of such number of Qualifying MobiFon Shares as is equal to
              "n" which is calculated as follows:

              n = Sold % x Number of Qualifying MobiFon Shares

              where:

              "NUMBER OF QUALIFYING MOBIFON SHARES" is the number of the
              outstanding Qualifying MobiFon Shares that EEIF owns at the
              relevant time; and

              "SOLD %" is the percentage that the number of CLEARWAVE shares
              purchased in the CLEARWAVE Partial Sale is of the total
              outstanding shares of CLEARWAVE then owned by the TIW Group;

      and sections 2.3.1, 2.3.3, 2.3.4, 2.3.5, 2.4 and 2.6 shall apply mutatis
      mutandis to such Partial Sale Offer.

3.4   For the purposes of section 3.3, the consideration for each Qualifying
      MobiFon Share, shall be "c" which is calculated as follows:

           Relevant Value
      c =  -------------- x Capital Percentage (divided by) Number of Qualifying
           CLEARWAVE's %

      MobiFon Shares

      where:



                                       10
<PAGE>

      "APPRAISED VALUE" means the value, as determined in accordance with
      section 13 hereof;

      "CAPITAL PERCENTAGE" means the percentage that the Qualifying MobiFon
      Shares is of the aggregate equity of MobiFon on a fully diluted basis;

      "CLEARWAVE'S %" is CLEARWAVE's Investee % in relation to MobiFon;

      "CLEARWAVE'S INVESTEE %" is the percentage that the equity interest that
      CLEARWAVE owns in each Investee Company on a fully diluted basis is of the
      aggregate equity of the relevant Investee Company;

      "INVESTEE COMPANY" means each company or body corporate in which CLEARWAVE
      has an equity interest at the time;

      "RELEVANT VALUE" is (i) the total consideration payable by the Purchaser
      for the equity of CLEARWAVE being sold by the TIW Group on the CLEARWAVE
      Partial Sale, divided by the TIW Group % (ii) multiplied by the Relevant
      Percentage;

      "RELEVANT PERCENTAGE" is the percentage that the Proportional Appraised
      Value for an Investee Company is of the aggregate Proportional Appraised
      Value of all Investee Companies;

      "PROPORTIONAL APPRAISED VALUE" is, for each Investee Company, the
      Appraised Value of its entire issued and outstanding share capital
      multiplied by CLEARWAVE's Investee %;

      "TIW GROUP %" is the percentage that the equity being sold by the TIW
      Group on the CLEARWAVE Partial Sale represents of the aggregate equity of
      CLEARWAVE.

3.5   For the avoidance of doubt, in relation to Czech HoldCo (and any other
      Investee Company where equity value is calculated by reference is paid in
      capital) any calculation of percentage equity interest shall mean the
      percentage that the paid-in capital (including any share premium)
      attributable to the shares of the relevant class or series of such
      Investee Company held by CLEARWAVE is of the aggregate paid-in capital
      (including any share premium) of such Investee Company.

3.6   For the purposes hereof, it is assumed that the outstanding Class A, Class
      B and Class C Shares of Czech HoldCo shall not have been converted into
      Common Shares in accordance with the Shareholders Resolution.

3.7   A worked example of the formula in section 3.4, is set out in Part 3 of
      Schedule 1 for illustration purposes only.

3.8   Notwithstanding section 3.2 above, in the event that the TIW Group regains
      Control of CLEARWAVE, the provisions of sections 3.3 and 3.4 shall apply
      to any subsequent CLEARWAVE Partial Sale.

4.    DRAG ALONG RIGHTS ON CLEARWAVE TOTAL SALE



                                       11
<PAGE>

4.1   In the circumstances described in section 2, but subject to section 4.2
      below, the TIW Group may require EEIF to accept the offer to be made for
      its Qualifying MobiFon Shares under section 2.2 (the "Drag Along Offer")
      and to complete the sale of such shares under the Drag Along Offer
      (provided CLEARWAVE and the Purchaser, as the case may be, are ready and
      able to comply with their obligations under any such offer and the TIW
      Group simultaneously completes the sale to which section 2 refers).

4.2   The requirement of EEIF to accept the offer as provided in section 4.1 is
      subject to the Drag Along Offer providing for a consideration in cash or
      Cash Equivalent in Marketable Securities of the greater of:

      4.2.1   $48,000,000 (US Dollars forty-eight million); and

      4.2.2   an amount in US Dollars which will generate an IRR of 20% on the
              initial investment amounts (being the aggregate purchase price
              paid by EEIF for its Qualifying MobiFon Shares under clauses 4.1
              and 4.2 of the SPA) from the date of disbursement of such initial
              investment amounts to the date that the sale of such Qualifying
              MobiFon Shares is to be completed in accordance with the terms of
              the Drag Along Offer, taking account of all dividends or other
              distributions received by EEIF (net of withholding taxes) during
              such period in respect of such Qualifying MobiFon Shares.

4.3   For the avoidance of doubt the provisions of section 2.3 shall apply to
      the terms of the Drag Along Offer.

5.    CONSULTATION IN RELATION TO CLEARWAVE TOTAL OR PARTIAL SALE

5.1   The Obligors agree that should the TIW Group wish to make a CLEARWAVE
      Total Sale or a CLEARWAVE Partial Sale, they shall inform in advance EEIF
      of this intention and consult with EEIF. TIWC and EEIF shall during such
      consultation seek in good faith to agree on the key terms of any such sale
      (including without limitation a range of acceptable prices but subject, in
      any event, to section 2.3.3). If such agreement is reached within 14 days
      then EEIF agrees that TIWC shall take the leadership in marketing (in
      consultation with EEIF) the sale of the shares in CLEARWAVE held by the
      TIW Group together with the Qualifying MobiFon Shares as one block only
      and provided that neither TIWC nor EEIF is authorised to incur any
      obligation on behalf of the other Party and no Party acting reasonably,
      shall be obliged to enter into any agreement without its consent (subject
      as provided in section 4). In the event that EEIF decides not to sell its
      Qualifying MobiFon Shares as a block with those of the TIW Group, then
      TIWC shall be allowed to proceed alone in the marketing and selling of its
      shares in CLEARWAVE, subject to rights granted to EEIF under section 2 and
      3 above and rights granted to TIWC under section 4 above.

6.    TAG ALONG OR DRAG ALONG UPON A PUBLIC SALE OF CLEARWAVE

6.1   In the event of a Public Sale, CLEARWAVE shall (and the Obligors other
      than CLEARWAVE shall ensure that CLEARWAVE shall) make a binding and
      unconditional offer (such offer to be made in accordance with section 2.3,
      which shall apply mutatis mutandis) to exchange each Qualifying Share at
      the same time as the completion of the Public Sale for a Public Sale
      Consideration having an aggregate



                                       12
<PAGE>

      value equal to the value of each such Qualifying Share, as determined in
      accordance with section 6.2 ("PUBLIC SALE OFFER").

6.2   The value of the Marketable Securities issued by CLEARWAVE upon an IPO
      will be deemed to be the price per share at which such Marketable
      Securities are offered pursuant to a prospectus registration statement or
      similar document. The value of the Marketable Securities issued by the
      Merger Corporation will be their market value as used in determining the
      value of the Public Sale Consideration. The value of the Qualifying
      MobiFon Shares shall be determined in accordance with the provisions of
      section 2.3 which will apply mutatis mutandis to an offer to be made under
      section 6.1 except that:

      6.2.1   the definition of "Relevant Value" will be deemed to be the
              following:

              "RELEVANT VALUE" is Public Sale Total Price multiplied by the
              Relevant Percentage; and

      6.2.2   the following definitions will be deemed to be included:

              "PUBLIC SALE TOTAL PRICE" is the value of the Public Sale
              Consideration per CLEARWAVE share multiplied by the number of
              shares of CLEARWAVE outstanding at the time of the Public Sale on
              a fully diluted basis excluding any new shares issued as part of
              the Public Sale and including, in the case of an IPO, any
              CLEARWAVE Shares issued under this section 6 ("EXCHANGED SHARES").

6.3   TIWC or CLEARWAVE may require EEIF to accept the Public Sale Offer and to
      complete the exchange of such shares under such offer at the same time as
      the completion of the Public Sale (provided CLEARWAVE or the Merger
      Corporation as appropriate is ready and able to comply with its
      obligations under any such offer).

6.4   The requirement of EEIF to accept the Public Sale Offer and to complete
      the exchange of its Qualifying MobiFon Shares under such offer at the same
      time as the completion of the Public Sale is subject to the Public Sale
      Consideration paid to EEIF having an aggregate value of the greater of:

      6.4.1   $48,000,000 (US Dollars forty-eight million); and

      6.4.2   an amount in US Dollars which will generate an IRR of 20% on the
              initial investment amounts (being the aggregate purchase price
              paid by EEIF for its Qualifying MobiFon Shares under clauses 4.1
              and 4.2 of the SPA) from the date of disbursement of such initial
              investment amounts to the date that the sale of such Qualifying
              MobiFon Shares is to be completed in accordance with the terms of
              the Drag Along Offer, taking account of all dividends or other
              distributions received by EEIF (net of withholding tax) during
              such period in respect of such Qualifying MobiFon Shares.

6.5   The Obligors shall procure that EEIF shall have rights in relation to the
      Exchanged Shares substantially the same (mutatis mutandis) as those set
      out in section 13.2 to 13.7 of the Shareholders' Agreement (as if
      references to Registerable Securities were references to Exchanged
      Shares).



                                       13
<PAGE>

6.6   The Obligors undertake to EEIF that any Merger will be on arms' length
      terms.

6.7   In the event of a dispute as to the market value of the Marketable
      Securities in relation to a Merger, it will be referred to an independent
      evaluator and the provisions of section 13 will apply mutatis mutandis.

7.    LONG STOP POSITION


7.1   The provisions of this section 7 apply if there has not been an IPO of
      MobiFon by 1 October 2004.

7.2   In the event there has been no IPO of MobiFon by 1 October 2004, upon
      written request by EEIF made to TIWC not earlier than 1 October 2004, and
      not later than 31 October 2004, TIWC or CLEARWAVE (at TIWC's option) shall
      promptly make a legally binding offer to buy all the Qualifying MobiFon
      Shares owned by EEIF on the terms set out in this section 7.

7.3   The terms of an offer under this section 7 shall be as follows:

      7.3.1   the offer shall be open for acceptance for not less than 30 days;

      7.3.2   the consideration for each Qualifying MobiFon Share shall be its
              value determined in accordance with section 13 and shall be
              payable, at the offeror's option, in cash or Marketable Securities
              of TIWI ("TIWI Consideration Shares"), valued in accordance with
              section 7.3.4 and issued in accordance with section 8;

      7.3.3   the sole obligation of EEIF shall be to transfer good title to its
              Qualifying MobiFon Shares free from Encumbrance (except pursuant
              to the Contract of Association and the Loan Agreements) and no
              other warranties shall be required to be given;

      7.3.4   the value of each TIWI Consideration Share will be deemed to be
              the weighted average trading price for such security of TIWI on a
              Major Stock Exchange during the 20 trading days ended on the day
              of such written request.

7.4   In the event that an offer has been made to EEIF under section 7.2, TIWC
      or CLEARWAVE (as the case may be) may require EEIF to accept such offer
      and to complete the sale of its Qualifying MobiFon Shares (provided that
      TIWC or CLEARWAVE, as the case may be, is ready and able to comply with
      its obligations under any such offer).

7.5   The requirement of EEIF to accept the offer referred to in section 7.4 and
      to complete the sale or exchange (as the case may be) of its Qualifying
      MobiFon Shares under such offer is subject to the consideration (cash or
      TIWI Consideration Shares) paid to EEIF having an aggregate value of the
      greater of:

      7.5.1   $48,000,000 (US Dollars forty-eight million); and

      7.5.2   an amount in US Dollars which will generate an IRR of 20% on the
              initial investment amounts (being the aggregate purchase price
              paid by EEIF for its Qualifying MobiFon Shares under clauses 4.1
              and 4.2 of the SPA) from the



                                       14
<PAGE>

              date of disbursement of such investment amounts to the date that
              the sale of such Qualifying MobiFon Shares is to be completed in
              accordance with the terms of offer referred to in section 7.4
              above, taking account of all dividends or other distributions
              received by EEIF (net of withholding tax) during such period in
              respect of such Qualifying MobiFon Shares.

7.6   The Obligors will procure that EEIF shall have rights in relation to the
      TIWI Consideration Shares substantially the same (mutatis mutandis) as
      those set out in section 13.2 to 13.7 of the Shareholders' Agreement (as
      if references to Registerable Securities were references to TIWI
      Consideration Shares).

8.    ISSUE OF SHARES

8.1   In the event that any shares are to be issued pursuant to this Agreement
      such shares shall be issued fully paid up, non-assessable, and free of
      Encumbrance and in accordance with all requirements of relevant law and,
      where appropriate, share certificates in respect thereof shall be promptly
      given to the relevant allottees and such shares shall where relevant, be
      fully tradeable on the relevant Major Stock Exchange without the filing of
      a registration statement or prospectus.

9.    AFFILIATES

9.1   The Obligors shall procure that all members of the TIW Group comply with
      the terms of this Agreement as if named herein as TIWC.

9.2   The Obligors will procure that, at any time, all shares owned by the TIW
      Group in MobiFon are owned by only one member of the TIW Group (the "TIW
      Holding Vehicle") or a wholly owned subsidiary of such TIW Holding
      Vehicle.

9.3   In the event that the TIW Holding Vehicle ceases to be CLEARWAVE or its
      wholly owned subsidiary, the Obligors will promptly notify EEIF. In such
      circumstances, EEIF may from time to time give notice to TIWC to the
      effect that the provisions of this Agreement shall apply to any such TIW
      Holding Vehicle named in such notice as if it were CLEARWAVE and the
      definitions of CLEARWAVE Total Sale and CLEARWAVE Partial Sale shall be
      amended accordingly.

9.4   The Obligors will procure that there shall be no public sale or floatation
      of equity shares of CLEARWAVE HOLDINGS, without the prior written consent
      of EEIF.

9.5   The provisions of sections 2 to 5 shall apply mutatis mutandis to any sale
      of shares of CLEARWAVE HOLDINGS by CLEARWAVE.

9.6   The Obligors shall procure that, upon EEIF receiving any Exchanged Shares
      hereunder, no member of the TIW Group holding indebtedness of CLEARWAVE
      shall convert such indebtedness to securities of CLEARWAVE, unless such
      conversion is done on arms' length terms and at fair market value.

10.   TERMINATION

10.1  Without prejudice to any accrued rights and obligations:



                                       15
<PAGE>

      10.1.1  EEIF shall cease to have any rights or obligations under this
              Agreement upon an IPO of MobiFon;

      10.1.2  The provisions of section 2 to 5 (inclusive) and 7 shall cease to
              have effect upon an IPO of CLEARWAVE which amounts to a Public
              Sale.

11.   NON APPLICABILITY

11.1  For the avoidance of doubt, the provisions of section 3 shall not apply to
      any sale by the TIW Group if, following such sale, the TIW Group would
      continue to own 50.1% or more of the issued voting and equity shares of
      CLEARWAVE.

11.2  A reduction in the ownership by a member of the TIW Group of shares in
      CLEARWAVE as a result of any of the following shall not be treated as a
      sale of shares in CLEARWAVE for the purposes of sections 2 to 5
      (inclusively):

      11.2.1  Dilution from successive capital calls or from the exercise of any
              option, existing on the date hereof and fairly disclosed to EEIF
              in Schedule 3;

      11.2.2  The bona fide conversion (on arms' length terms) into equity of
              any securities or debt instruments issued and outstanding at the
              date hereof;

      11.2.3  A transfer by a member of the TIW Group to another member of the
              TIW Group (so long as the transferee remains a member of the TIW
              Group); and

      11.2.4  The entering into by a member of the TIW Group of any pledge or
              other security interest by a bona fide creditor over the shares of
              CLEARWAVE owned by the TIW Group, provided that any sale by a
              creditor of shares of CLEARWAVE subject to such pledge or other
              security interest will be treated as a sale for the purposes of
              sections 2 to 5 inclusive.

12.   TRANSFERS OF SHARES IN MOBIFON

12.1  It is recognised that the transfer of MobiFon Shares is subject to
      restrictions imposed under the Contract of Association and statutes and
      law governing MobiFon and the ability of EEIF to sell or transfer such
      shares shall be subject to such restrictions.

12.2  Each of the Obligors and EEIF shall use all reasonable endeavours to
      procure that such restrictions are released in respect of the sale and/or
      transfer of MobiFon Shares pursuant to this Agreement.

12.3  In the event that any such restriction applies to any such sale or
      transfer:

      12.3.1  the terms of any offer for Qualifying MobiFon Shares shall be
              consistent with such restrictions (including without limitation
              the terms of a Transfer Notice as referred to in the Contract of
              Association);

      12.3.2  the terms of the offer shall permit the sale of the Qualifying
              MobiFon Shares to CLEARWAVE pursuant to this Agreement upon EEIF
              being entitled to sell such shares to CLEARWAVE free from such
              restrictions;



                                       16
<PAGE>

      12.3.3  the terms of any offer for MobiFon Qualifying MobiFon Shares shall
              also allow for delays in completing the sale of the Qualifying
              MobiFon Shares as a result of such restriction.

13.   VALUATION

13.1  The Appraised Value will be calculated by an independent evaluator in
      accordance with this section. The Parties agree to appoint the same
      evaluator as is appointed for the same purposes pursuant to the Exit
      Agreement.

13.2  The independent evaluator appointed pursuant to the Exit Agreement shall
      prepare a valuation of the fair market value of the entire issued share
      capital of the relevant companies, as at the end of a twenty (20) Business
      Day period from its appointment. The independent evaluator shall prepare
      and deliver the valuation and provide such to the Parties on or before the
      twentieth (20th) day following his or her appointment. In preparing the
      valuation the independent evaluator shall be guided by the following
      principles:

      13.2.1  the value of the entire issued and outstanding share capital of
              the relevant companies will be determined on the basis of a sale
              to a willing independent third Party purchaser, at a fair market
              value as a going concern, assuming such sale is conducted in an
              orderly manner (i.e. during the 3 (three) month period following
              the event giving rise to the valuation) with no discount for
              minority ownership or non liquidity of the shares;

      13.2.2  the independent evaluator shall consider, among other matters, the
              value of companies in comparable businesses whose securities are
              publicly traded;

      13.2.3  each of the Parties shall have an opportunity to meet with and
              express their views on the valuation to the independent evaluator;
              and

      13.2.4  the independent evaluator shall act as expert and not arbitrator.

13.3  The independent evaluator shall be formally appointed by Czech HoldCo and
      his fees paid by Czech HoldCo and if such appointment is unable to occur
      for any reason within a period of 30 days, EEIF shall be entitled to
      appoint the independent evaluator for the purposes of this Agreement and
      his fees shall be paid by CLEARWAVE.

13.4  The date of the valuation must be within 6 months of the CLEARWAVE Total
      Sale, CLEARWAVE Partial Sale or Public Sale, as the case may be. The
      valuation must be available to the Parties at the time of the relevant
      offer.

13.5  For the avoidance of doubt, the same independent evaluator should be used
      for all relevant calculations in relation to the same transaction.

14.   MISCELLANEOUS

14.1  The provision of section 7.1, 7.6, 7.8, 7.9, 7.10, 7.11, 7.12, 7.13, 7.14
      and 7.15 of the Share Subscription Agreement shall apply mutatis mutandis
      to this Agreement.

14.2  If EEIF transfers any Qualifying MobiFon Shares, it shall transfer its
      rights and obligations under this Agreement insofar as they relate to such
      Qualifying MobiFon



                                       17
<PAGE>

      Shares to such transferee and shall procure that such transferee executes
      a deed of adherence in a form reasonably satisfactory to the other Parties
      in respect of such obligations. No consent of any Party shall be required
      for such transfer (other than as may be required under the terms of the
      Contract of Association). Subject thereto, a Party may not assign or
      transfer or purport to assign or transfer a right or obligation under this
      Agreement without the consent in writing of the other Parties (such
      consent not to be unreasonably withheld in the case of a transfer to an
      Affiliate or a related fund, in the case of EEIF, and provided that such
      transferee executes a deed of adherence in a form reasonably satisfactory
      to the other Parties).

14.3  This Agreement and any document referred to in this Agreement constitutes
      the entire agreement and supersedes any previous agreements between the
      Parties relating to the subject matter of this Agreement.

14.4  The Parties agree that the provisions of Schedule 2 (Terms of MobiFon
      Tag-Along and Drag Along Rights) shall be incorporated herein and shall
      apply and that the Obligors shall accept the liabilities and obligations
      thereunder.

14.5  No person who is not a Party to this Agreement shall have any right under
      the Contracts (Rights of Third Parties) Act 1999 to enforce any term of
      this Agreement.

14.6  The invalidity or unenforceability of any provision of this Agreement in
      any jurisdiction shall not affect the validity or enforceability of the
      remainder of this Agreement in that jurisdiction or the validity or
      enforceability of this Agreement, including that provision, in any other
      jurisdiction.

15.   NOTICES

15.1  Any notice or other communication permitted or required pursuant to this
      Agreement must be given in writing; any notice is validly given by the
      delivery thereof to its recipient, either personally, or by registered
      mail at the addresses set forth in Schedule 4 hereof.

15.2  Any notice or other communication given in the foregoing manner is deemed
      to have been received at the time of its delivery, if delivered in person,
      or on the fifth (5th) Business Day following its sending, if sent by mail;
      however, if the mail is interrupted by a strike, a slow-down, force
      majeure or any other cause, the Party sending the notice or other
      communication shall use the service that is not interrupted or shall
      deliver the said notice or other communication in a manner such that the
      notice or other communication shall be received as quickly as possible.
      Each Party may advise the other Party, in the foregoing manner, of any
      change of address for the giving of a notice or other communication.

16.   ARBITRATION

16.1  Each Party hereby expressly agrees that any dispute, controversy or claim
      arising out of or relating to this Agreement, or the breach, termination
      or invalidity hereof, shall be submitted to and finally resolved by
      arbitration in accordance with the UNCITRAL Arbitration Rules as in force
      and effect on the date of this Agreement (the "Rules"). There shall be
      three arbitrators and the appointing authority for the purposes of the



                                       18
<PAGE>

      Rules shall be the London Court of International Arbitration. Where the
      Rules do not provide for a particular situation, the arbitrators shall, in
      their absolute discretion, determine what course of action should be
      followed and the arbitrators' decision shall be final. The place of
      arbitration shall be London, England and the English language shall be
      used throughout the arbitral proceedings.

16.2  Each of the Parties represents and warrants to the other Parties that this
      Agreement and their obligations hereunder are commercial obligations, and
      confirm that they are not entitled to claim immunity from legal
      proceedings in an action brought for the enforcement of this Agreement.

16.3  The Parties acknowledge that damages alone may not be an adequate remedy
      for breach of this Agreement and, accordingly, without prejudice to any
      rights and remedies that a Party may have under this Agreement, a Party
      shall be entitled without proof of special damages to the remedies of
      injunction, specific performance and other equitable relief for any
      threatened or actual breach of this Agreement, and notwithstanding Section
      16.1, the rights of the Parties referred to in this section 16.3 may be
      enforced by a Party in the courts of England or other relevant
      jurisdiction. For this purpose, each member of the TIW Group hereby
      irrevocably designates, appoints and empowers Law Debenture Corporate
      Services Limited at its registered office (being, on the date hereof, at
      100 Wood Street, 5th Floor, London EC2V 7EX, England), to act as its
      authorised agent to receive service of process and any other legal summons
      in England for the purposes of any such action or proceeding, and EEIF
      hereby irrevocably designates, appoints and empowers Emerging Markets
      Partnership at its registered office (being, on the date hereof, at 43-45
      Portman Square, London W1H 6LY, England), to act as its authorised agent
      to receive service of process and any other legal summons in England for
      the purposes of any such action or proceeding. Each of the Parties
      covenants and agrees that, so long as it has any obligation under this
      Agreement, it shall maintain a duly appointed agent to receive service of
      process and any other legal summons in any legal action or proceeding
      brought in England pursuant to section 16.3 of this Agreement and shall
      keep the other Parties advised of the identity and location of such agent.

16.4  In the event that a Party shall seek to initiate legal proceedings
      pursuant to section 16.1 in relation to any dispute, controversy or claim
      in respect of which similar legal proceedings have already been initiated
      pursuant to and by a party to the Exit Agreement, the Parties hereby agree
      that (i) they shall seek to have the action brought pursuant to this
      Agreement joined with such similar action pursuant to the Exit Agreement
      and, in so far as this may not be possible, (ii) to appoint the same
      arbitral tribunal in respect of the proceedings pursuant to this Agreement
      as that already appointed in respect of the similar proceedings under the
      Exit Agreement (in which event such arbitral tribunal shall have authority
      to consider and include in any proceeding, decision or award, any dispute
      properly brought before it by any of the parties to the Exit Agreement
      insofar as such dispute arises out of the Exit Agreement).

THIS AGREEMENT is executed as a deed by each of the Parties and delivered on the
date first stated on page 1


                                       19
<PAGE>

                                   SCHEDULE 1

                                    EXAMPLES

BASE CASE:

CLEARWAVE has three Investee Companies - Czech HoldCo, MobiFon and Bulgaria Co.
<Table>
<Caption>

Investee      CLEARWAVE's  FMV of        Outstanding   Number of     Number of
Company       Investee %   total equity  Number  of    Investor      Shares/
                                         Shares/       Shares Post   Paid-In
                                         Paid-In       Conversion    Capital of
                                         Capital post  pursuant to   Investors'
                                         conversion    Shareholders  Shares Pre
                                         pursuant to   Resolution    Conversion
                                         Shareholders
                                         Resolution
------------  ----------- -------------  ------------  ------------  ----------
<S>           <C>         <C>            <C>           <C>           <C>
Czech HoldCo  30% (post   700            600,000       420,000       300,000
              conversion)                shares/$250                 shares/$200
              20% (pre                   million                     million
              conversion)
------------  ----------- -------------  ------------  ------------  ----------

MobiFon       50%         800            7,000,000     980,000       980,000
                                         shares/$360                 shares/$50
                                         million                     milion
------------  ----------- -------------  ------------  ------------  ----------

Bulgaria Co.  40%         500            N/A           N/A           N/A
------------  ----------- -------------  ------------  ------------  ----------
</Table>

The market value of the entire share capital of each of these calculated in
accordance with section 14 are $700 million, $800 million and $500 million,
respectively.

CLEARWAVE's Investee % is respectively 30%, 50% and 40% of each Investee Company
(post performance Incentive).




                                       20
<PAGE>



PART 1

The Purchaser is offering to pay $1.0 billion for 100% of CLEARWAVE

The Proportion Appraised Value:
<Table>
<Caption>
<S>                          <C>                                  <C>
Czech Holdco:                30% x 700 =                          $210 million

MobiFon                      50% x 800 =                          $400 million
Bulgaria Co.:                49% x 500 =                          $200 million
                                                                  ____
</Table>

<Table>
<Caption>
<S>                                                               <C>

Aggregate Proportional Appraisal Value is:                        $810 million

</Table>

<Table>
<Caption>
<S>                          <C>                                  <C>
Relevant Percentage:

MobiFon                      $400/810 =                           49.38%

Relevant Value:

MobiFon:                     1 billion x 49.38% =                 $493.8 million

</Table>
MobiFon per share price

<Table>
<Caption>
                        <S>               <C>

                        = 493.81 million
                          ______________ (divided by) 7,000,000 = $141.09
                              0.5
</Table>

PART 2

Using the base case exposed above, except that the FMV of Bulgaria Co. is minus
200.

The Purchaser is offering to pay $1.0 billion for 100% of CLEARWAVE.

This amount must be increased by the negative value of the Proportional
Appraised Value:

<Table>
<Caption>
<S>                          <C>                                  <C>
Bulgaria Co.:                40% x 200 =                          $80 million
</Table>

The Purchaser is deemed to be offering to pay $1.08 billion for 100% of
CLEARWAVE

The Proportional Appraised Values:

<Table>
<Caption>
<S>                          <C>                                  <C>

Czech HoldCo.:               30% x 700 =                          $210 million
MobiFon:                     50% x 800 =                          $400 million
Bulgaria Co.:                40% x 200 =                          $0 million
                                                                  __
</Table>


<Table>
<Caption>
<S>                                                              <C>
Aggregate Proportional Appraised Value is                        $610 million
</Table>

Relevant Percentage:



                                       21
<PAGE>
<Table>
<Caption>
<S>                          <C>                                  <C>
MobiFon:                     $400/610 =                           65.57%

Relevant Value:

MobiFon:                     1.08 billion x 65.57% =              $708.20 million

MobiFon per share price:

                               708.16 million
                             = ______________ (divided by) 7,000,000 = $202.34
                                     0.5
</Table>

PART 3

Using the base case exposed above, the Purchaser is offering to pay $100 Million
for 10% of CLEARWAVE; before the sale TIWC Group owns 50% of CLEARWAVE.

<Table>
<Caption>
<S>                          <C>                                  <C>
Sold %   =                   10% (divided by) 50% =               20%

TIWC Group % = 10%

The number of shares to be sold by:

An Investor:                 20% x 980,000 =                      196,000 shares

And the purchase price for each share:

Total consideration  payable
by Purchaser divided by      $100 Million (divided by) 10% =      $1 Billion
TIW Group%:

The Proportional Appraised Values:

Czech HoldCo:                20% x 700 =                          $140 million
MobiFon:                     50% x 800 =                          $400 million
Bulgaria Co.:                40% x 500 =

Aggregate Proportional Appraised Value is:                        $740 million

Relevant Percentage:

MobiFon:                     $400/740 =                           54.05%

Capital Percentage:
</Table>

<Table>
<Caption>
<S>                          <C>
Investor:                    Paid In capital on Qualifying MobiFon Shares
                             divided by aggregate paid in capital equity of
                             Mobifon

                             $50M (divided by) $360M = 13.89%

MobiFon per share price for Investor:
</Table>

                                       22
<PAGE>

<Table>
<Caption>
                        <S>               <C>

                        = 540.5 million
                          ______________ x 13.89% (divided by) 980,000 = $153.21
                              0.5
</Table>


PART 4

Using the base case exposed above, the Public Sale provides for 10,000,000
shares of CLEARWAVE outstanding after the Public Sale (excluding the shares
issued as part of the Public Sale but including the dilutive effect of the
Shareholders' Resolution) at a price of $100.

<Table>
<Caption>
<S>                          <C>

Public Sale Share Capital:   10,000,000

Public Sale Consideration:   $100
</Table>

<Table>
<Caption>
<S>                                                              <C>
CLEARWAVE Public Sale Total Price: 10,000,000 x $100  =          $1 billion
</Table>

The Proportional Appraised Values:
<Table>
<Caption>
<S>                          <C>                                  <C>
Czech HoldCo:                30% x 700  =                         $210 million

MobiFon:                     50% x 800  =                         $400 million

Bulgaria Co.:                40% x 500  =                         $200 million
                                                                  ____
</Table>


<Table>
<Caption>
<S>                                                               <C>
Aggregate Proportional Appraised Value is:                        $810 million
</Table>

Relevant Percentage:

<Table>
<Caption>
<S>                          <C>                                  <C>
MobiFon:                     $400/810  =                          49.38%

Relevant Value:

MobiFon:                     $1 billion x 49.38%  =               $493.8 million

</Table>

MobiFon per share price:

<Table>
<Caption>
                        <S>               <C>

                        = 493.8 million
                          ______________ (divided by) 7,000,000 = $141.09
                              0.5
</Table>

Public Sale Consideration on an IPO for each Investor, for each Qualifying
Share, is 1.411 CLEARWAVE shares.


                                       23
<PAGE>


                                   SCHEDULE 2

                TERMS OF MOBIFON TAG-ALONG AND DRAG-ALONG RIGHTS

Terms not otherwise defined in this Schedule shall have the meaning ascribed to
them in the Agreement. In this Schedule the following words and expressions have
the following meanings:

"CHANGE OF CONTROL"           shall have occurred where, as a result of a
                              particular sale of MobiFon Shares, either (A) the
                              TIW Group shall, either independently or pursuant
                              to an agreement with other shareholders of
                              MobiFon, no longer directly or indirectly possess
                              either (i) the power, by contract or otherwise, to
                              appoint or remove a majority of the members of the
                              relevant board (and for this purpose the relevant
                              board shall be the management board, supervisory
                              board or other board of MobiFon that has the power
                              and authority to appoint and remove senior
                              management of MobiFon and to independently direct
                              or cause the direction of management and policies
                              of MobiFon), or (ii) the ownership of more than
                              45% (forty-five per cent) of the outstanding
                              voting securities of MobiFon; or (B) the TIW
                              Group's direct and indirect interest in MobiFon
                              falls to below 45% of the issued and outstanding
                              equity shares of MobiFon.

"CONTROL CONFIRMATION"        means a certificate, duly executed by the chief
                              legal officer of TIWI and the chief executive
                              officer or the chief financial officer of TIWI, in
                              the form of Schedule 5 (as amended for the
                              purposes of this Schedule 2) and accompanied with
                              such relevant documentation as set out in such
                              certificate, to the effect that following a
                              MobiFon Partial Sale (as defined below), either
                              (A) the TIW Group will maintain Control over
                              MobiFon either independently or pursuant to an
                              enforceable agreement with other shareholders of
                              MobiFon and, for this purpose, "Control" means the
                              direct or indirect possession of either (i) the
                              power, by contract or otherwise, to appoint or
                              remove a majority of the members of the relevant
                              board (and for this purpose the relevant board
                              shall be the management board, supervisory board
                              or other board of MobiFon that has the power and
                              authority to appoint and remove




                                       24
<PAGE>

                              senior management of MobiFon and to independently
                              direct or cause the direction of management and
                              policies of MobiFon), or (ii) the ownership of
                              more than 45% (forty-five per cent) of the
                              outstanding voting securities of MobiFon; or (B) a
                              Change of Control of MobiFon has occurred;

The Obligors and EEIF agree as follows:

1     In the event that the TIW Group wishes to sell its MobiFon Shares pursuant
      to the terms of an offer (a "SHARE PURCHASE OFFER") (in accordance with
      the terms of the Contract of Association), from or to a proposed buyer (a
      "PROPOSED BUYER") to purchase all, but not less than all, of the MobiFon
      Shares held by the TIW Group, the Obligors shall comply with the following
      terms and conditions:

      1.1     TIW Group shall cause the Proposed Buyer to execute and deliver to
              EEIF a bona fide offer (a "TAG-ALONG OFFER") in writing to
              purchase from EEIF all, but not less than all, of the Qualifying
              MobiFon Shares, which Tag-Along Offer, if accepted, shall
              constitute a binding agreement enforceable in accordance with its
              terms against the Proposed Buyer; and

      1.2     the terms and conditions of the Tag-Along Offer (to be open for at
              least 14 days) shall be identical to the terms and conditions of
              the Share Purchase Offer and, without limiting the generality of
              the foregoing, the price per share offered by the Proposed Buyer
              for the Qualifying MobiFon Shares to be purchased by the Proposed
              Buyer pursuant to the Tag-Along Offer shall be identical to that
              offered by it for the MobiFon Shares to be purchased pursuant to
              the Share Purchase Offer.

2     Notwithstanding section 1 above, the Obligors agree that, should the TIW
      Group wish to sell all of the MobiFon Shares held by the TIW Group, it
      shall inform in advance EEIF of its intention and consult with EEIF. The
      TIW Group and EEIF will during such consultation seek in good faith to
      agree on the key terms of any such sale (including a range of acceptable
      prices and what liabilities are to be accepted in relation to the proposed
      sale but subject to section 2.3.3 above). If such agreement is reached
      within 14 days, then the Parties agree that the TIW Group will take the
      leadership in marketing (in consultation with EEIF) the sale of their
      MobiFon Shares as one block only and provided that neither the TIW Group
      nor EEIF is authorised to incur any obligation on behalf of the other
      Party and neither Party, acting reasonably, will be obliged to enter into
      any agreement without its consent. In the event that EEIF decides not to
      sell its Qualifying MobiFon Shares with those of the TIW Group, then the
      TIW Group shall be allowed to proceed alone in the marketing, and selling
      of its MobiFon Shares, subject to rights granted to EEIF under section 1
      above and subject to the rights granted to the TIW Group under section 8
      below.

3     If the TIW Group decides to sell MobiFon Shares representing less than all
      of its MobiFon Shares to a Proposed Buyer (a "MOBIFON PARTIAL SALE") and
      before any MobiFon Partial Sale may occur, the TIW Group shall deliver to
      EEIF a Control Confirmation. The TIW Group shall, however, be released
      from its obligation to deliver further Control Confirmations for any
      MobiFon Partial Sale after such time as


                                       25
<PAGE>


      the TIW Group has confirmed, in one or more previous Control
      Confirmation(s), that Changes of Control have occurred by reason of the
      events set forth in both (A) and (B) of the definition of "Change of
      Control" in this Schedule. The TIW Group shall ensure that no MobiFon
      Partial Sale shall take place unless either:

      3.1     EEIF has consented to such sale in writing, or

      3.2     A member of the TIW Group or the Proposed Buyer has made a legally
              binding offer (the "Partial Sale Offer") to buy such number of
              Qualifying MobiFon Shares on the terms set out herein and the
              Partial Sale Offer closes and is completed with respect to each
              such accepted offer simultaneously with the MobiFon Partial Sale,
              unless failure to complete is the fault of EEIF; or

      3.3     following such MobiFon Partial Sale the TIW Group will own more
              than 45% of the equity shares of MobiFon and there has been no
              Change of Control.

4     In the event of a Partial Sale Offer, EEIF shall have the right, for a
      period of 10 days from the date that it receives the Partial Sale Offer
      and a Control Confirmation (if applicable):

      4.1     if and when the Control Confirmation confirms that a Change of
              Control has occurred, to sell all its Qualifying MobiFon Shares in
              accordance with a Partial Sale Offer and the provision of
              paragraph 1 above shall apply mutatis mutandis to such proposed
              sale; or

      4.2     whether or not the Control Confirmation is delivered, or, if
              delivered, whether or not it confirms that a Change of Control has
              occurred, to sell part of its Qualifying MobiFon Shares in
              accordance with a Partial Sale Offer and the provision of
              paragraph 1 above shall apply mutatis mutandis to such proposed
              sale except that:

              the Partial Sale Offer to be made to EEIF shall be in respect of
              such number of Qualifying MobiFon Shares as is equal to "n" which
              is calculated as follows:

                    n = MobiFon Sold % x Number of Qualifying MobiFon Shares

                    where:

                    "NUMBER OF QUALIFYING MOBIFON SHARES" is the number of the
                    outstanding Qualifying MobiFon Shares that EEIF owns at the
                    relevant time; and

                    "MOBIFON SOLD %" is the percentage that the number of
                    MobiFon Shares to be sold by the TIW Group is of the total
                    outstanding MobiFon Shares then owned by the TIW Group.

5     Notwithstanding sections 3 and 4, the Obligors agree that should the TIW
      Group wish to sell some (but not all) of its MobiFon Shares in the
      circumstances described in sections 3 and 4 above, it shall inform in
      advance EEIF of its intention and consult with EEIF. TIWC and EEIF will
      during such consultation seek in good faith to agree on the key terms of
      any such sale (including a range of acceptable prices and what liabilities
      are to be accepted in relation to the proposed sale, subject to section
      2.3.3 of



                                       26
<PAGE>

      the Agreement). If such agreement is reached within 14 days, then the
      Parties agree that the TIW Group will take the leadership in marketing the
      sale of the MobiFon Shares and neither the TIW Group nor EEIF is
      authorised to incur any obligation on behalf of the other Party and
      neither party, acting reasonably will be obliged to enter into any
      agreement without its consent. Failure by EEIF to reach agreement with the
      TIW Group as aforesaid will entitle the TIW Group to sell alone such
      MobiFon Shares without EEIF benefiting from any Tag-Along rights
      hereunder.

6     The Obligors will procure that their Affiliates comply with the terms
      hereof as if named herein.

7     The provisions of this Schedule 2 shall not apply to any of the following
      events:

      7.1     a reduction in the TIW Group's holdings of MobiFon Shares as a
              result of (i) dilution from successive capital calls or from the
              exercise of options from MobiFon fairly disclosed in Schedule 3;
              (ii) the bona fide conversion (on arms' length terms) into equity
              of any securities or debt instruments; (iii) a transfer by the TIW
              Group of MobiFon Shares to its Affiliates (so long as the
              transferee remains an Affiliate) and (iv) the entering into by any
              member of the TIW Group of any pledge or other security interest
              by a bona fide creditor on the MobiFon Shares held by the TIW
              Group, (provided that any sale by a creditor of MobiFon Shares
              under such pledge or other security interest will be treated as a
              sale of MobiFon Shares hereunder); or

      7.2     if a sale of MobiFon Shares by TIW Group takes effect upon or
              after an IPO of MobiFon, provided that the TIW Group will ensure
              that upon an IPO the Qualifying MobiFon Shares will be Marketable
              Securities;

8     Drag-Along Rights

      8.1     In the circumstances described in paragraph 1 of this schedule,
              but subject to paragraph 8.2 below, the TIW Group may require EEIF
              to accept the offer to be made for its Qualifying MobiFon Shares
              under paragraph 1.1 (the "Drag-Along Offer") and to complete the
              sale of such shares under the Drag-Along Offer (provided the TIW
              Group and the Proposed Buyer as the case may be, are ready and
              able to comply with their obligations under any such offer and the
              TIW Group simultaneously completes the sale to which paragraph 1
              refers).

      8.2     The requirement of EEIF to accept the offer as provided in section
              8.1 is subject to the Drag Along Offer providing for a
              consideration in cash or Cash Equivalent in Marketable Securities
              of the greater of:

              8.2.1 $48,000,000 (US Dollars forty-eight million); and

              8.2.2 an amount in US Dollars which will generate an IRR of 20% on
                    the initial investment amounts (being the aggregate purchase
                    price paid by EEIF for its Qualifying MobiFon Shares under
                    clauses 4.1 and 4.2 of the SPA) from the date of
                    disbursement of such initial investment amounts to the date
                    that the sale of such Qualifying MobiFon Shares is to be
                    completed in accordance with the terms of the Drag Along
                    Offer,



                                       27
<PAGE>

                    taking account of all dividends or other distributions
                    received by EEIF (net of withholding taxes) during such
                    period in respect of such Qualifying MobiFon Shares.

9.    In the event that the Exit Agreement or any other agreement of similar
      effect entered into by a member of the TIW Group and ROMGSM Holdings
      Limited ("ROMGSM") in respect of the purchase of shares of CLEARWAVE or
      MobiFon after the date hereof (the " Relevant Agreements") provide for
      treatment of ROMGSM that is more favourable than the treatment provided
      for in this Schedule, the provisions of this Schedule shall be amended,
      mutatis mutandis, so that EEIF shall have the same or similar treatment,
      provided that nothing herein shall result in the loss of the TIW Group's
      rights under this Schedule.


                                       28
<PAGE>


                                   SCHEDULE 3

                              DISCLOSURE OF OPTIONS

The options set out in the Exit Agreement are deemed to be disclosed for the
purposes of this Schedule 3.




                                       29
<PAGE>


                                   SCHEDULE 4

                              ADDRESSES FOR NOTICE

In the case of  EEIF, to:


                        Professor J H Bavincklaan 7
                        1183 AT Amstelveen,
                        The Netherlands

                        Tel:  +31 20 301 3602
                        Fax:  +31 20 301 3613
                        Attn: Antonie Schuller

                        With a copy to:

                        Emerging Markets Partnership (Europe) Limited
                        43-45 Portman Square
                        London WIH 6LY

                        Tel:  +44 20 7886 3600
                        Fax:  +44 20 7886 3639
                        Attn: Colin Hewett and John Taylor

In the case of the ClearWave Holdings, to:

                        Clearwave Holdings B.V.
                        World Trade Center Strawinskylaan 707
                        Amsterdam 1077XX
                        The Netherlands

                        Tel:  +31 20 305 0982
                        Fax:  +31 20 305 0989
                        Attn: Managing Director

                        With a copy to:

                        Telesystem International Wireless Inc.
                        1000 de la Gauchetiere Street West, 16th Floor
                        Montreal, Quebec
                        Canada H3B 4W5

                        Tel:  +1 514 673 8497
                        Fax:  +1 514 673 8314
                        Attn: General Counsel

In the case of ClearWave, to:



                                       30
<PAGE>

                        ClearWave N.V.
                        World Trade Center Strawinskylaan 707
                        Amsterdam 1077XX
                        The Netherlands

                        Tel:  +31 20 305 0982
                        Fax:  +31 20 305 0989
                        Attn: Managing Director

                        With a copy to:

                        Telesystem International Wireless Inc.
                        1000 de la Gauchetiere Street West, 16th Floor
                        Montreal, Quebec Canada H3B 4W5

                        Tel:  +1 514 673 8497
                        Fax:  +1 514 673 8314
                        Attn: General Counsel


In the case of TIWC, to

                        World Trade Center Strawinskylaan 707
                        Amsterdam 1077XX
                        The Netherlands

                        Tel:  +31 20 305 0982
                        Fax:  +31 20 305 0989

                        Attn: Managing Director

                        With a copy to:

                        Telesystem International Wireless Inc.
                        1000 de la Gauchetiere Street West, 16th Floor
                        Montreal, Quebec Canada H3B 4W5

                        Tel:  +1 514 673 8497
                        Fax:  +1 514 673 8314
                        Attn: General Counsel



In the case of TIWI:

                        Telesystem International Wireless Inc.
                        1000 de la Gauchetiere Street West, 16th Floor
                        Montreal, Quebec Canada H3B 4W5

                        Tel:  +1 514 673 8497
                        Fax:  +1 514 673 8314
                        Attn: General Counsel

                                       31
<PAGE>


                                   SCHEDULE 5

                    FORM OF CONTROL CONFIRMATION CERTIFICATE

Date:

TO:   EEIF MELVILLE B.V.
      Professor J H Bavincklaan 7
      1183 AT Amstelveen,
      The Netherlands

      Tel: +31 20 301 3602
      Fax: +31 20 301 3613

      Attn: Antonie Schuller

 Dear Sirs:

            RE: PROPOSED CLEARWAVE PARTIAL SALE

Reference is hereby made to that certain Exit Deed (the "Exit Deed") executed
between you and, inter alia, Telesystem International Wireless Inc. ("TIWI") on
2003. Terms not otherwise defined in this Certificate shall have the meaning
ascribed to them in the Exit Deed.

TIWI hereby informs you that a CLEARWAVE/MobiFon Partial Sale may occur.

               [Insert details of CLEARWAVE/MobiFon Partial Sale]

The undersigned are (i) the [insert title of chief legal officer] a barrister
and solicitor qualified in the provinces of Quebec and Ontario, Canada and (ii)
the [Chief Executive Officer/Chief Financial Officer] of TIWI and are duly
authorized to make the following certificate on behalf of TIWI and have made
such inquiries as they consider necessary or appropriate.

              [Insert one or more of A, B, C, or D as applicable]

A.    [As a result of the above-mentioned CLEARWAVE/MobiFon Partial Sale, the
      TIW Group shall, either independently or pursuant to an agreement with
      other shareholders of CLEARWAVE/MobiFon, no longer directly or indirectly
      possess either (i) the power, by contract or otherwise, to appoint or
      remove a majority of the members of the relevant board (and for this
      purpose the relevant board shall be the management board, supervisory
      board or other board of CLEARWAVE/MobiFon that has the power and authority
      to appoint and remove senior management of CLEARWAVE/MobiFon and to
      independently direct or cause the direction of management and policies of
      CLEARWAVE/MobiFon), or (ii) the ownership of more than 50% (fifty per
      cent) of the



                                       32
<PAGE>

      outstanding voting securities of CLEARWAVE/ 45% (forty-five per cent) of
      the outstanding voting securities MobiFon.] [To include the following
      language if applicable: Attached are true and complete copies of the
      arrangements, if any, evidencing that the events in (i) and/or (ii) above
      have occurred.]

B.    [As a result of the above-mentioned CLEARWAVE/MobiFon Partial Sale, the
      TIW Group's direct and indirect interest in CLEARWAVE/MobiFon shall fall
      to below 50% plus one of the issued and outstanding equity securities of
      CLEARWAVE/ 45% of the issued and outstanding equity securities of
      MobiFon.]

C.    [After the completion of the above-mentioned CLEARWAVE/MobiFon Partial
      Sale, the TIW Group will maintain Control over CLEARWAVE/MobiFon through
      the direct or indirect ownership of more than 50% (fifty per cent)/45%
      (forty-five per cent) of the outstanding voting securities of
      CLEARWAVE/MobiFon.]

D.    [After the completion of the above-mentioned CLEARWAVE/MobiFon Partial
      Sale, the TIW Group will maintain Control over CLEARWAVE/MobiFon either
      independently or pursuant to an enforceable agreement with other
      shareholders of CLEARWAVE/MobiFon and, for this purpose, "Control" means
      the direct or indirect possession of the power, by contract or otherwise,
      to appoint or remove a majority of the members of the relevant board (and
      for this purpose the relevant board shall be the management board,
      supervisory board or other board of CLEARWAVE/MobiFon that has the power
      and authority to appoint and remove senior management of CLEARWAVE/MobiFon
      and to independently direct or cause the direction of management and
      policies of CLEARWAVE/MobiFon). Attached are true and complete copies of
      all arrangements, understandings and agreements between the TIW Group and
      third parties that evidence such power.]

AND we have signed, this day of   ,   .





[Signature block]


                                       33


<PAGE>

EXECUTED and DELIVERED                  )
as a DEED for and on behalf of          )
EEIF MELVILLE B.V..                     )

EXECUTED and DELIVERED                  )
as a DEED for and on behalf of          )
CLEARWAVE HOLDINGS B.V.                 )

EXECUTED and DELIVERED                  )
as a DEED for and on behalf of          )
CLEARWAVE N.V.                          )

EXECUTED and DELIVERED                  )
as a DEED for and on behalf of          )
TELESYSTEM INTERNATIONAL                )
WIRELESS CORPORATION NV.                )

EXECUTED and DELIVERED                  )
as a DEED for and on behalf of          )
TELESYSTEM INTERNATIONAL                )
WIRELESS INC.                           )

Copy to:

         Emerging Markets Partnership (Europe) Limited
         43-45 Portman Square
         London WIH 6LY

         Tel:  +44 20 7886 3600
         Fax:  +44 20 7886 3639
         Attn: Colin Hewett and John Taylor

                                  34