<PAGE>
                                                                     EXHIBIT 4.8

                                                        (Operation Number 27720)

                     SHARE RETENTION AND SUBORDINATION DEED

                                     BETWEEN

                                  MOBIFON S.A.

                                       AND

                     TELESYSTEM INTERNATIONAL WIRELESS INC.

                                       AND

               TELESYSTEM INTERNATIONAL WIRELESS CORPORATION N.V.

                                       AND

                              VODAFONE EUROPE B.V.

                                       AND

                                 CLEARWAVE N.V.

                                       AND

                             CLEARWAVE HOLDINGS B.V.

                                       AND

                           VODAFONE TECHNICAL SERVICES

                                       AND

                            EXPORT DEVELOPMENT CANADA

                                       AND

                             NORDIC INVESTMENT BANK

                                       AND

                                  EUROPEAN BANK
                       FOR RECONSTRUCTION AND DEVELOPMENT

                                       AND

          SUCH OTHER PERSONS AS BECOME PARTIES HERETO FROM TIME TO TIME




                              DATED 27 AUGUST 2002


<PAGE>
                               TABLE OF CONTENTS
<Table>
<Caption>

<S>                <C>                                                                        <C>

ARTICLE 1 - DEFINITIONS..................................................................       2

Section 1.01       Definitions...........................................................       2
Section 1.02       Singular/Plural - Persons - References -
                   Headings..............................................................       8

ARTICLE 2 - SUBORDINATION................................................................       9

Section 2.01       Subordination in Right of Payment.....................................       9
Section 2.02       Subordination in Liquidation or Realization...........................       9
Section 2.03       Payments Received.....................................................      10
Section 2.04       Application of Payments...............................................      10
Section 2.05       Covenants Regarding Subordination.....................................      11
Section 2.06       Waivers by Junior Creditors...........................................      11
Section 2.07       Senior Lenders' Consent Required for Certain Actions..................      12
Section 2.08       Actions by the Senior Lenders.........................................      12
Section 2.09       Security..............................................................      13
Section 2.10       Borrower's Obligations................................................      13
Section 2.11       Parties to Deed.......................................................      13

ARTICLE 3 - REPRESENTATIONS AND WARRANTIES...............................................      13

Section 3.01       Representations and Warranties........................................      13

ARTICLE 4 - SHARE RETENTION AND GENERAL COVENANTS........................................      15

Section 4.01       Transfer of Existing Shares in Borrower - Private Share Sale or Public
                   Secondary Sale........................................................      15
Section 4.02       Transfer of Existing Shares in ClearWave - Private Share Sale or Public
                   Secondary Sale........................................................      18
Section 4.03       Issuance of New Shares by way of Public Offering......................      19
Section 4.04       Repurchase of Shares by Borrower......................................      21
Section 4.05       Release of Security Over Shares.......................................      22
Section 4.06       Operating Shareholders' General Covenants.............................      23
Section 4.07       Several Obligations...................................................      24

ARTICLE 5 - MISCELLANEOUS................................................................      24

Section 5.01       Notices...............................................................      24
Section 5.02       English Language......................................................      27
Section 5.03       Rights, Remedies and Waiver...........................................      27
Section 5.04       Term of Deed..........................................................      28
Section 5.05       Governing Law.........................................................      28
Section 5.06       Arbitration and Jurisdiction..........................................      28
Section 5.07       Privileges and Immunities of the Senior Lenders.......................      29
Section 5.08       Waiver of Sovereign Immunity..........................................      29
Section 5.09       Entire Agreement; Amendments and Waiver...............................      29
Section 5.10       Successors and Assigns; Third Party Rights............................      30
Section 5.11       Counterparts..........................................................      30

ANNEX A..................................................................................       1

Form of Deed of Undertaking of Adherence.................................................       1
</Table>




<PAGE>


                     SHARE RETENTION AND SUBORDINATION DEED

DEED dated 27 August 2002 between MOBIFON S.A., a joint stock company organised
and existing under the laws of Romania (the "Borrower"), TELESYSTEM
INTERNATIONAL WIRELESS INC., a corporation organised and existing under the laws
of Canada ("TIWI"), TELESYSTEM INTERNATIONAL WIRELESS CORPORATION N.V., a
corporation organised and existing under the laws of the Netherlands ("TIWC"),
VODAFONE EUROPE B.V., a corporation organised and existing under the laws of the
Netherlands ("Vodafone Europe"), CLEARWAVE N.V., a corporation organised and
existing under the laws of the Netherlands ("ClearWave"), CLEARWAVE HOLDINGS
B.V., a corporation organised and existing under the laws of the Netherlands
("ClearWave Holdings"), VODAFONE TECHNICAL SERVICES, a corporation organised and
existing under the laws of the State of California in the United States of
America ("Vodafone Technical"), EXPORT DEVELOPMENT CANADA ("EDC"), NORDIC
INVESTMENT BANK ("NIB") and EUROPEAN BANK FOR RECONSTRUCTION AND DEVELOPMENT
("EBRD"), and such other persons as become parties hereto in accordance with the
terms hereof from time to time.

WHEREAS

(A)   The Borrower and EBRD entered into a loan agreement dated 27 August 2002
      (the "EBRD Loan Agreement") pursuant to which EBRD agreed to provide
      certain credit facilities to the Borrower in a principal amount of up to
      $230,000,000;

(B)   The Borrower and EDC entered into a loan agreement dated 27 August 2002
      (the "EDC Loan Agreement") pursuant to which EDC agreed to provide certain
      credit facilities to the Borrower in the principal amount of up to
      $35,000,000;

(C)   The Borrower and NIB entered into a loan agreement dated 27 August 2002
      (the "NIB Loan Agreement") pursuant to which NIB agreed to provide certain
      credit facilities to the Borrower in the principal amount of up to
      $35,000,000;

(D)   The obligations of EBRD, EDC and NIB, respectively, under the Senior Loan
      Agreements to disburse the Senior Loans are subject to the condition,
      among other things, that the Controlling Shareholders, ClearWave's
      Majority Shareholder, TIWC, ClearWave Holdings, Vodafone Technical and all
      other Junior Creditors enter into and perform their obligations under this
      Deed;

(E)   The Shareholders collectively own 100% of the outstanding capital stock of
      the Borrower, and the Controlling Shareholders collectively own
      approximately 83.64% of the outstanding capital stock of the Borrower; and

(F)   The Controlling Shareholders, Vodafone Technical, the Borrower and the
      other Junior Creditors desire to induce the Senior Lenders to consent to
      the advance of the Senior Loans to the Borrower and, therefore, desire to
      enter into this Deed.

NOW, THEREFORE, it is hereby agreed under deed as follows:


<PAGE>
                                        - 2 -

                            ARTICLE 1 - DEFINITIONS

SECTION 1.01  DEFINITIONS

     Wherever used in this Deed, unless the context otherwise requires, terms
defined in the EBRD Loan Agreement have the same meanings herein as in the EBRD
Loan Agreement (and each of the parties hereto hereby acknowledges receipt of a
fully signed copy of the EBRD Loan Agreement), and the following terms have the
following meanings:

"ClearWave's Majority          means
Shareholder"                  (i)  TIWI, and

                              (ii) any Recognised Telecommunications Operator
                              which acquires pursuant to Section 4.02(b) (either
                              directly or indirectly) an Economic Interest or a
                              Controlling Interest of more than 50% in
                              ClearWave.

"Controlling Shareholders"    means

                              (1)  ClearWave,

                              (2)  Vodafone,

                              (3)  any Joint Affiliate, and

                              (4)  any Recognised Telecommunications Operator
                              which acquires pursuant to section 4.01(c) (either
                              directly or indirectly) (i) an Economic Interest
                              or a Controlling Interest of more than 50% in the
                              Borrower or (ii) in the case of a transfer, sale
                              or assignment by Vodafone, Vodafone's entire
                              Economic Interest and Controlling Interest in the
                              Borrower.

"Deed"                        means this deed, as it may be amended,
                              supplemented or modified from time to time.

"EBRD Loan"                   means the loan provided to the Borrower pursuant
                              to the EBRD Loan Agreement.

"EBRD Loan Agreement"         has the meaning set out in recital (A).

"EDC Loan"                    means the loan provided to the Borrower by EDC
                              pursuant to the EDC Loan Agreement.

"EDC Loan Agreement"          has the meaning set out in recital (B).

"Event of Default"            means any "Event of Default" as defined under any
                              of the Senior Loan Agreements.

"Junior Creditor"             means any holder of Junior Indebtedness.

"Junior Indebtedness"         means any and all of the Borrower's obligations of
                              whatsoever nature whether existing on the date
                              hereof or arising after the


<PAGE>

                                      -3-


                              nature whether existing on the date hereof or
                              arising after the date hereof to make payments of
                              principal, interest or any other sums of
                              whatsoever nature to any Operating Shareholder (or
                              Affiliate thereof) or any Shareholder (or
                              Affiliate thereof), including, without limitation:

                                   (i)   in respect of dividends, return of
                                         capital, redemption or any other such
                                         distribution to the Shareholders;

                                   (ii)  in respect of any liability of
                                         whatsoever nature that the Borrower
                                         has or may have to any Operating
                                         Shareholder (or Affiliate thereof) or
                                         any Shareholder (or Affiliate
                                         thereof), whether by way of indemnity,
                                         reimbursement, as a result of
                                         subrogation or otherwise, or pursuant
                                         to the terms of the Services
                                         Agreements or any other agreement
                                         between any Operating Shareholder (or
                                         Affiliate thereof) or Shareholder (or
                                         Affiliate thereof) (including without
                                         limitation Vodafone Technical) and the
                                         Borrower;

                                   (iii) Permitted High Yield Back to Back
                                         Debt; and

                                   (iv)  Permitted Quasi Equity.

"NIB Loan"                    means the loan to be provided to the Borrower by
                              NIB pursuant to the NIB Loan Agreement.


"NIB Loan Agreement"          has the meaning set out in Recital (C).

"Operating Shareholders"      means, collectively, (i) the Controlling
                              Shareholders,  (ii) any Controlled Affiliates of
                              the Controlling Shareholders that own an Economic
                              Interest or a Controlling Interest in the Borrower
                              from time to time (directly or indirectly through
                              Controlled Affiliates of such parties or through a
                              Joint Affiliate), and (iii) ClearWave's Majority
                              Shareholder and any Controlled Affiliates of
                              ClearWave's Majority Shareholder that own an
                              Economic Interest or a Controlling Interest in
                              ClearWave from time to time.

"Permitted High Yield Back    means any Financial Debt of the Borrower which
to Back Debt"                 meets the following conditions:

                              (a)  such Financial Debt is unsecured and may not
                                   be in the form of a guarantee or other like
                                   instrument;

                              (b)  such Financial Debt is provided to the
                                   Borrower by (i) a Shareholder, or (ii) a
                                   Controlled Affiliate of a Shareholder or a
                                   Joint Affiliate, in which the Borrower does
                                   not own any Economic Interest (either
                                   directly or
<PAGE>
                                      -4-

                                   indirectly) (each such person referred to in
                                   this definition as a "PSFD Holder");

                              (c)  such Financial Debt is incurred as a result
                                   of or in connection with the incurring of
                                   Financial Debt by a PSFD Holder issued in the
                                   capital markets by way of private placement
                                   or public offering which Financial Debt owed
                                   by such PSFD Holder is structurally and
                                   contractually subordinated to the Senior
                                   Indebtedness on terms and in a manner
                                   satisfactory to the Senior Lenders in their
                                   sole discretion;

                              (d)  if the aggregate of all such Financial debt
                                   and any other Permitted High Yield Back to
                                   Back Debt exceeds $150,000,000, then such
                                   Financial Debt and all other Permitted High
                                   Yield Back to Back Debt is assigned to each
                                   Senior Lender on terms and in a manner
                                   satisfactory to such Senior Lender in its
                                   sole discretion (provided that such Financial
                                   Debt is not required to be so assigned to a
                                   Senior Lender if the mandatory prepayment
                                   required to be made by the Borrower in
                                   respect thereof, if any, under Section
                                   3.10(f) (in case of EBRD) or Section 3.09(f)
                                   (in case of EDC and NIB) of such Senior
                                   Lender's Senior Loan Agreement has been made
                                   in full);

                              (e)  the PSFD Holder has become a party to this
                                   Deed as a Junior Creditor in accordance with
                                   Section 2.11(a), (b), (c) and (d) and has
                                   assumed all obligations of a Junior Creditor
                                   hereunder or such Financial Debt is otherwise
                                   contractually subordinated to the Senior
                                   Indebtedness in a manner satisfactory to the
                                   Senior Lenders in their sole discretion;

                              (f)  the instrument pursuant to which such
                                   Financial Debt is incurred by the Borrower
                                   expressly provides that such Financial Debt
                                   is postponed and subordinated to the payment
                                   in full of the Senior Indebtedness on the
                                   terms set forth in Article 2 hereof or on
                                   such other terms as are satisfactory to the
                                   Senior Lenders in their sole discretion;

                              (g)  the instrument pursuant to which such
                                   Financial Debt is incurred does not contain a
                                   cross default to any Financial Debt incurred
                                   by the PSFD Holder;

                              (h)  all payments of principal under such
                                   Financial Debt (including any payments in
                                   connection with the exercise of a put or
                                   similar option or in connection with any
                                   mandatory or voluntary redemption or
                                   retraction of such Financial Debt) are
                                   payable or exercisable no earlier than the
                                   date which is 183 days after the repayment of
                                   the last instalment of principal under the
                                   Senior Loan



<PAGE>

                                     - 5 -


                                   Agreement;

                              (i)  such Financial Debt does not contain any
                                   covenants that are, in the opinion of the
                                   Senior Lenders acting reasonably, more
                                   restrictive than those applicable to the
                                   Borrower under the Senior Loan Agreements, or
                                   which would require or permit redemption or
                                   repayment of any part of such Financial Debt
                                   at any time prior to the occurrence and
                                   continuance of an Event of Default;

                              (j)  cash interest payable in respect of such
                                   Financial Debt does not exceed fifteen
                                   percent (15%) per annum;

                              (k)  any debt instruments issued by the Borrower
                                   in addition to, or in place of, cash
                                   interest on such Financial Debt, shall
                                   satisfy each of the conditions set out in
                                   paragraphs (a) to (j) above; and

                              (l)  the Borrower is, and has been during the
                                   period of twelve consecutive months prior to
                                   the date on which it incurs such Financial
                                   Debt (or, if such Financial Debt is incurred
                                   prior to the date which is one year after the
                                   date hereof, during the period commencing on
                                   the date hereof and terminating on the date
                                   on which such Financial Debt is incurred) and
                                   shall be immediately upon incurring such
                                   Financial Debt, in full compliance with all
                                   of its covenants and other obligations under
                                   the Senior Loan Agreements and other
                                   Financing Agreements (provided that (i) the
                                   Borrower shall be deemed for purposes of this
                                   paragraph (l) to be in compliance with a
                                   covenant or an obligation if a default in
                                   respect thereof has occurred during the
                                   above-mentioned time period but has been
                                   cured during such time period to the
                                   satisfaction of the Senior Lenders, and (ii)
                                   for purposes of determining compliance with
                                   Section 5.10(a) of each Senior Loan Agreement
                                   (l) the ratios in such sections shall be
                                   tested in accordance with Section 5.10(b) of
                                   each Senior Loan Agreement but on a pro forma
                                   basis taking into account the effect of the
                                   Borrower incurring such Financial Debt and
                                   (2) the Total Financial Debt to Equity Ratio
                                   shall be tested on a pro forma basis by
                                   reference to the Shareholders' Equity Under
                                   GAAP in place of Shareholders' Equity).

"Permitted Quasi Equity"      means any Financial Debt of the Borrower which
                              meets the following conditions:

                              (a)  such Financial Debt is unsecured;

                              (b)  such Financial Debt is provided by (i) a
                                   Shareholder, or
<PAGE>
                                   (ii) an Affiliate of a Shareholder;

                              (c)  the person providing such Financial Debt to
                                   the Borrower has become a party to this Deed
                                   as a Junior Creditor in accordance with
                                   Section 2.11(a), (b), (c) and (d) and has
                                   assumed all obligations of a Junior Creditor
                                   hereunder, or such Financial Debt is
                                   otherwise contractually subordinated to the
                                   Senior Indebtedness on terms and in a manner
                                   satisfactory to the Senior Lenders in their
                                   sole discretion;

                              (d)  all payments of principal under such
                                   Financial Debt (including any payments in
                                   connection with the exercise of a put or
                                   similar option or in connection with any
                                   mandatory or voluntary redemption or
                                   retraction of such Financial Debt) are
                                   payable or exercisable no earlier than the
                                   date which is 183 days after the repayment of
                                   the last instalment of principal under the
                                   Senior Loan Agreements;

                              (e)  no interest or any other amount is payable
                                   under or in respect of such Financial Debt
                                   other than as permitted pursuant to Section
                                   6.01 of each of the Senior Loan Agreements;

                              (f)  such Financial Debt does not contain any
                                   covenants (other than covenants to pay
                                   principal and interest and such other
                                   covenants as may be agreed to by the Senior
                                   Lenders); and

                              (g)  such Financial Debt cannot be accelerated for
                                   any reason (other than the insolvency of the
                                   Borrower provided such insolvency is not the
                                   result of any claim, demand, step or
                                   proceeding taken or made by the holder of any
                                   Permitted Quasi Equity) prior to its maturity
                                   and is structured to the extent legally
                                   possible such that it does not provide the
                                   holder of such Financial Debt with any rights
                                   to place the Borrower in administration,
                                   insolvency, bankruptcy or other similar
                                   proceedings (including without limitation
                                   upon the occurrence of a payment default in
                                   respect of such Financial Debt).

"Potential Event of Default"  means any "Potential Event of Default" as defined
                              under any of the Senior Loan Agreements.

"Private Share Sale"          means, in respect of any person, a transfer,
                              sale,  assignment or conveyance of any Economic
                              Interest or any Controlling Interest in such
                              person by a holder of shares in such person other
                              than by way of a Public Secondary Sale.


<PAGE>
                                      -7-

"Public Offering"             means,  in respect of any person,  any offering of
                              newly issued equity  securities  of such person,
                              where such equity securities are (i) listed, or
                              to be listed following such offering, on any
                              internationally recognised stock exchange,
                              including (in case of the Borrower) the Bucharest
                              stock exchange, or (ii) sold pursuant to a
                              prospectus under Canadian securities laws or
                              pursuant to a registration statement under the
                              United States Securities Act of 1933.

"Public Secondary Sale"       means, in respect of any person,  any offering and
                              sale by holders of equity  securities in such
                              person of any such equity securities where such
                              equity securities are (i) listed, or to be listed
                              following such offering on any internationally
                              recognised stock exchange, including (in case of
                              equity securities of the Borrower) the Bucharest
                              stock exchange, or (ii) sold pursuant to a
                              prospectus under Canadian securities laws or
                              pursuant to a registration statement under the
                              United States Securities Act of 1933.

"Recognised                   means a  telecommunications  operator  with
Telecommunications            internationally  recognized  experience  in the
Operator"                     operation and management of mobile GSM
                              telecommunications networks and whose issued
                              long-term senior unsecured debt securities have
                              an investment grade credit rating.

"Representing Party"          means (i) the Borrower,  (ii) each Operating
                              Shareholder  and (iii) each  Junior  Creditor,  in
                              each case which person is a party to this Deed.

"Senior Indebtedness"         means any and all of the Borrower's  obligations
                              to make payments of principal,  interest,  fees,
                              costs, expenses, indemnity payments and any other
                              amounts to the Senior Lenders under the Senior
                              Loan Agreements or any other Financing Agreements.

"Senior Lenders"              means, collectively, EBRD, EDC and NIB.

"Senior Loans"                means, collectively, the EBRD Loan, the EDC Loan
                              and the NIB Loan.

"Senior Loan Agreements"      means, collectively, the EBRD Loan Agreement, the
                              EDC Loan Agreement and the NIB Loan Agreement.

"Services Agreements"         means

                              (i) the agreement dated November 29, 1996 among
                              the Borrower, TIWC and Vodafone Technical for
                              provision of technical services by Vodafone
                              Technical and TIWC to the Borrower in respect of
                              the Project;

                              (ii) the management services agreement effective
                              as of January 4, 2002 between ClearWave Holdings
                              B.V. and the



<PAGE>
                                     - 8 -


                              Borrower for provision of management services by
                              ClearWave to the Borrower; and

                              (iii) the service agreement effective as of
                              January 1, 2002 between ClearWave Holdings B.V.
                              and the Borrower for provision of the services of
                              ClearWave Holdings B.V. personnel to the Borrower.

"Shareholders' Equity Under   means the aggregate of GAAP"

                              (i) the shareholders' equity of the Borrower,
                              calculated in accordance with Generally Accepted
                              Accounting Principles, and

                              (ii) the principal amount of all Permitted Quasi
                              Equity.

"Shareholder Power of         means the power of attorney granted or to be
Attorney"                     granted by each  Shareholder as required  pursuant
                              to Section 4.01(a)(7) of each of the Senior Loan
                              Agreements.

"Vodafone"                    means at any time

                              (i)    any Controlled  Affiliate of Vodafone
                              Group Plc that owns directly an Economic  Interest
                              or a Controlling Interest in the Borrower or in a
                              Joint Affiliate, or

                              (ii)   if the combined Economic Interest or
                              Controlling Interest in the Borrower owned
                              (directly or indirectly) by Vodafone Group Plc or
                              one or more Controlled Affiliates of Vodafone
                              Group Plc or a Joint Affiliate is greater than the
                              Economic Interest and Controlling Interest of
                              ClearWave in the Borrower at such time, Vodafone
                              Group Plc and any Controlled Affiliate of Vodafone
                              Group Plc that owns directly an Economic Interest
                              or a Controlling Interest in the Borrower or in a
                              Joint Affiliate.

SECTION 1.02  SINGULAR/PLURAL - PERSONS - REFERENCES - HEADINGS
              -------------------------------------------------

(a)   In this Deed, unless the context otherwise requires, words denoting the
      singular include the plural and vice versa, and words denoting persons
      include corporations, partnerships, and other legal persons.

(b)   In this Deed, references to a specified Article, Section or Schedule shall
      be construed as a reference to that specified Article, Section or Schedule
      of this Deed.

(c)   In this Deed, a reference to an agreement shall be construed as a
      reference to such agreement as it may be amended, varied, supplemented,
      novated, or assigned from time to time.

(d)   The headings and the Table of Contents are inserted for convenience of
      reference only and shall not affect the interpretation of this Deed.

<PAGE>
                                      -9-
                           ARTICLE 2 - SUBORDINATION

SECTION 2.01  SUBORDINATION IN RIGHT OF PAYMENT

(a)   Subject to Section 2.01(b), the payment of all or any part of the Junior
      Indebtedness shall be postponed and subordinated to the payment in full of
      the Senior Indebtedness, and no payments or other distributions whatsoever
      including, without limitation, any payments of principal, interest, fees,
      make whole payments, mandatory redemption or voluntary retraction
      payments, shall be made in respect of any part of the Junior Indebtedness
      (including without limitation by way of set-off against amounts owed by a
      Junior Creditor to the Borrower), and no property or assets of the
      Borrower shall be applied to the purchase or other acquisition or
      retirement of any part of the Junior Indebtedness, until the Senior
      Indebtedness has been paid in full.

(b)   Notwithstanding the provisions of Section 2.01(a) but subject to Section
      2.02, the Borrower may make the following payments to a Junior Creditor on
      account of the Junior Indebtedness as long as no Event of Default or
      Potential Event of Default has occurred and is continuing and such
      payments are otherwise permitted under the terms of the Senior Loan
      Agreements and the other Financing Agreements:

      (i)   the dividends and other such distributions on share capital and cash
            interest payable on Permitted Quasi Equity expressly permitted to be
            paid to the Shareholders or holders of Permitted Quasi Equity under
            Section 6.01 of each of the Senior Loan Agreements;

      (ii)  amounts expressly permitted to be paid to any Operating Shareholder,
            or Affiliate of an Operating Shareholder pursuant to Section
            6.01(b)(ii) of each of the Senior Loan Agreements, such amounts not
            to exceed the limits specified in such provisions;

      (iii) amounts payable to a Shareholder (other than an Operating
            Shareholder) pursuant to a transaction that is in the ordinary
            course of business, on ordinary commercial terms and on the basis of
            arm's-length arrangements, and involves an ordinary commercial
            price, provided that the Senior Lenders' prior written consent (not
            to be unreasonably withheld) be obtained if the amount payable is in
            excess of $250,000 in any one year or $1,000,000 in total; and

      (iv)  amounts of interest payable on account of Permitted High Yield Back
            to Back Debt provided that at the time of such payment and
            immediately thereafter the Borrower is in compliance with Section
            6.02(c)(1) and (2) of each of the Senior Loan Agreements.

SECTION 2.02  SUBORDINATION IN LIQUIDATION OR REALIZATION

     In the event of any (i) realization or enforcement under the Security, (ii)
dissolution, winding up, liquidation, readjustment, reorganisation or other
similar proceedings relating to the Borrower or to its property (whether
voluntary or involuntary, whether partial or complete, and whether in
bankruptcy, insolvency or receivership or upon an assignment for the benefit of
creditors, or any other marshalling of the assets and liabilities of the
Borrower), or (iii) any sale of all or substantially all of the assets of the
Borrower, or otherwise, the Senior Indebtedness shall first be paid in full
before any Junior Creditor shall be entitled to


<PAGE>
                                      -10-

receive or retain any payment or distribution in respect of the Junior
Indebtedness. In order to implement the foregoing:

(a)   all payments and distributions of any kind or character in respect of the
      Junior Indebtedness to which any Junior Creditor would be entitled if the
      Junior Indebtedness were not subordinated, or subordinated and pledged or
      assigned, pursuant to this Deed and the Security Documents shall be made
      directly to the Senior Lenders (on a pro rata basis in accordance with the
      amounts outstanding under the Senior Loans) on account of payment or
      prepayment of Senior Indebtedness;

(b)   each Junior Creditor shall promptly file a claim or claims, in the form
      required in such proceedings, for the full outstanding amount of the
      Junior Indebtedness and shall use its best efforts to cause said claim or
      claims to be approved and all payments and other distributions in respect
      thereof to be made directly to the Senior Lenders (on a pro rata basis in
      accordance with the amounts outstanding under the Senior Loans) on account
      of payment or prepayment of Senior Indebtedness; and

(c)   each Junior Creditor hereby irrevocably agrees that the Senior Lenders
      may, in their sole discretion, in the name of the applicable Junior
      Creditor or otherwise, demand, sue for, collect, receive and give receipt
      for any and all such payments or distributions, and file, prove, and vote
      or consent in any such proceedings with respect to any and all claims of
      any Junior Creditor, relating to the Junior Indebtedness.

SECTION 2.03  PAYMENTS RECEIVED

     In the event that any Junior Creditor receives any payment or other
distribution of any kind or character from the Borrower or from any other source
whatsoever in respect of any part of the Junior Indebtedness, other than as
expressly permitted by the terms of this Deed, such payment or other
distribution shall be received by such party in trust for the Senior Lenders and
shall be promptly turned over by such party to the Senior Lenders (on a pro rata
basis in accordance with the amounts outstanding under the Senior Loans) on the
account of payment or prepayment of Senior Indebtedness.

SECTION 2.04  APPLICATION OF PAYMENTS

     All payments and distributions received by the Senior Lenders in respect of
the Junior Indebtedness, to the extent received in or converted into cash, may
be applied by the Senior Lenders first to the payment of any and all expenses,
(including legal fees and expenses) paid or incurred by the Senior Lenders in
enforcing this Deed or in endeavouring to collect or realize upon any part of
the Junior Indebtedness or any security therefor, and any balance thereof shall,
solely as between any Junior Creditor, on the one hand, and the Senior Lenders,
on the other hand, be applied by the Senior Lenders in such order of application
as the Senior Lenders may from time to time select, towards the payment or
prepayment of the Senior Indebtedness remaining unpaid; provided, however, that
as between the Borrower and its creditors, no such payments or distributions of
any kind or character shall be deemed to be payments or distributions in respect
of the Senior Indebtedness, and, notwithstanding any such payments or
distributions received by the Senior Lenders in respect of the Junior
Indebtedness and so applied by the Senior Lenders towards the payment or
prepayment of the Senior Indebtedness, any Junior Creditor shall be subrogated
to the then existing rights of the Senior Lenders in respect of the Senior
Indebtedness only at such time as this Deed shall have been terminated as
provided in Section 5.04 hereof.


<PAGE>

                                      -11-

SECTION 2.05  COVENANTS REGARDING SUBORDINATION

(1)   Each Junior Creditor shall, from time to time:

      (a)   promptly notify the Senior Lenders of the issuance of any promissory
            note or other instrument to evidence the Junior Indebtedness or any
            part thereof;

      (b)   upon request by the Senior Lenders, cause any part of the Junior
            Indebtedness which is not evidenced by a promissory note or other
            instrument of the Borrower to be so evidenced;

      (c)   cause to be clearly inserted in any promissory note or other
            instrument which at any time evidences any part of the Junior
            Indebtedness a statement to the effect that the payment thereof is
            subordinated in accordance with the terms of this Deed;

      (d)   mark its books and records, and cause the Borrower to mark its books
            and records, so as to clearly indicate that the Junior Indebtedness
            is subordinated in accordance with the terms of this Deed;

      (e)   subject to Section 2.05(2), upon request by the Senior Lenders, and
            as collateral security for all Senior Indebtedness, endorse without
            recourse, deliver and pledge to the Senior Lenders any and all
            promissory notes or other instruments evidencing the Junior
            Indebtedness (other than, subject to Section 2.05(2), any Permitted
            High Yield Back to Back Debt) and any guarantees thereof, and
            otherwise pledge and assign to the Senior Lenders such Junior
            Indebtedness and any and all security therefor and guarantees
            thereof, all in a manner satisfactory to the Senior Lenders;

      (f)   execute such further documents or instruments and take such further
            action as the Senior Lenders may reasonably from time to time
            request to carry out the intent of this Deed.

(2) Each Junior Creditor holding Permitted High Yield Back to Back Debt shall,
as collateral security for all Senior Indebtedness, pledge and assign to each
Senior Lender the Permitted High Yield Back to Back Debt, all in a manner
satisfactory to each Senior Lender, if such pledge and assignment is required to
be provided to such Senior Lender in accordance with Section 3.10(f) of the EBRD
Loan Agreement (in case of EBRD), Section 3.09(f) of the EDC Loan Agreement (in
case of EDC) and Section 3.09(f) of the NIB Loan Agreement (in case of NIB), and
in accordance with Section 5.07(h) of each of the Senior Loan Agreements.

SECTION 2.06  WAIVERS BY JUNIOR CREDITORS

     Each Junior Creditor hereby waives:

(a)  notice of the non-payment of all or any part of the Senior Indebtedness;
     and

(b)  all diligence in collection or protection of or realization upon the Senior
     Indebtedness or any security therefor.


<PAGE>
                                      -12-

SECTION 2.07  SENIOR LENDERS' CONSENT REQUIRED FOR CERTAIN ACTIONS

     Without the prior written consent of the Senior Lenders, no Junior Creditor
shall:

(a)  require or accept any prepayment or accelerated payment, redemption or
     retraction of any kind or any payment in respect of any part of the Junior
     Indebtedness, or repayment in respect of any part of the Junior
     Indebtedness, except as may be required under Section 2.02 or as permitted
     pursuant to Section 2.01(b);

(b)  cancel, waive, forgive, transfer or assign, or attempt to enforce or
     collect, or subordinate to any indebtedness other than the Senior
     Indebtedness, any part of the Junior Indebtedness or any rights in respect
     thereof provided that such transfer or assignment by a Junior Creditor may
     take place without the prior consent of the Senior Lender as part of and in
     connection with a transfer of shares permitted pursuant to Article 4 hereof
     by such Junior Creditor provided the transferee becomes a party to this
     Deed in the capacity of a Junior Creditor in accordance with Section 2.11;

(c)  take any collateral security for any part of the Junior Indebtedness;

(d)  convert any part of the Junior Indebtedness into stock of the Borrower or
     any other instrument creating an actual or contingent right to participate
     in the Borrower's profits unless the Junior Creditor grants a security
     interest in such shares or rights in favour of the Senior Lenders in a
     manner satisfactory to the Senior Lenders in their sole discretion; or

(e)  commence, or join with any other creditor in commencing, any bankruptcy,
     reorganization or insolvency proceedings with respect to the Borrower.

SECTION 2.08  ACTIONS BY THE SENIOR LENDERS

     The Senior Lenders may, from time to time, whether before or after any
discontinuance of this Deed, at their sole discretion, and without notice to the
other parties hereto, take any of the following actions (the taking of which
shall not affect or derogate from the rights and obligations of the parties
hereunder):

(a)  retain or obtain a security interest in any property to secure any part of
     the Senior Indebtedness;

(b)  retain or obtain the primary or secondary obligation of any obligor or
     obligors with respect to any part of the Senior Indebtedness;

(c)  extend or renew for one or more periods, whether or not longer than the
     original period, alter or exchange any part of the Senior Indebtedness, or
     release or compromise any obligation of any nature of any obligor with
     respect to any part of the Senior Indebtedness; and

(d)  release their security interest in, or surrender, release or permit any
     substitution or exchange for all or any part of any property securing any
     part of the Senior Indebtedness, or extend or renew for one or more
     periods, whether or not longer than the original period, or release,
     compromise, alter or exchange any obligations of any nature of any obligor
     with respect to any such property.


<PAGE>
                                      -13-

SECTION 2.09  SECURITY

     Without in any way limiting the effect of any other provision hereof, each
Junior Creditor hereby postpones and subordinates the priority of and rights of
enforcement and to payment under any security interest it has or may have in any
of the assets of the Borrower to the Senior Lenders' rights under their Security
in such assets in accordance with the Security Documents. Each Junior Creditor
also agrees to take no steps of any kind whatsoever to make demand under,
enforce or otherwise realize upon any security interests it has or may have in
any of the Borrower's assets until the Senior Indebtedness has been repaid in
full.

SECTION 2.10  BORROWER'S OBLIGATIONS

     The Borrower agrees to be bound by the terms and provisions of this Deed,
to make no payments or distributions contrary to the terms and provisions hereof
and to do every other act and thing necessary or appropriate to carry out such
terms and provisions.

SECTION 2.11  PARTIES TO DEED

     The parties hereto agree that (i) any Operating Shareholder or Affiliate
thereof or any Shareholder or Affiliate thereof, (ii) any Recognised
Telecommunications Operator which acquires shares in compliance with Section
4.01(c) or Section 4.02(b) hereof, and (iii) any Controlled Affiliate of
ClearWave's Majority Shareholder or of Vodafone, may become a party to this Deed
by executing the Deed of Undertaking of Adherence substantially in the form set
out in Annex A hereto, and that such person shall become a party to this Deed as
a Junior Creditor, Controlling Shareholder or ClearWave's Majority Shareholder,
as applicable, in accordance with the terms of such Deed of Undertaking of
Adherence, immediately upon (a) such person executing the Deed of Undertaking of
Adherence, (b) each Senior Lender (and in case of a transfer under Section 4.01
or 4.02, the transferor) countersigning the Deed of Undertaking of Adherence,
(c) each Senior Lender receiving a duly executed original of the Deed of
Undertaking of Adherence, executed by such person and countersigned by all
Senior Lenders (and in the case of a transfer under Section 4.01 or 4.02, the
transferor), and (d) the Senior Lenders receiving such corporate documents and
legal opinions as the Senior Lenders may reasonably require in connection with
the execution of such Deed of Undertaking of Adherence.

                   ARTICLE 3 - REPRESENTATIONS AND WARRANTIES

SECTION 3.01  REPRESENTATIONS AND WARRANTIES

     Each Representing Party represents and warrants to the Senior Lenders with
respect to itself (provided that (1) only ClearWave makes the representation and
warranty under Section 3.01(f), and (2) if Vodafone Group Plc is at any time a
Controlling Shareholder it does not make and shall not be deemed to make the
representations and warranties in paragraphs (c) and (h) below)) that:

(a)  it is a corporation duly organised, validly existing and in good standing
     under the laws of its jurisdiction of establishment, and has all requisite
     power and authority, corporate or otherwise, to execute and deliver and
     perform all of its obligations under this Deed;


<PAGE>

                                      -14-

(b)  it has taken all necessary action to authorise the execution, delivery and
     performance by it of this Deed;

(c)  it has the corporate power to enter into and perform this Deed and this
     Deed has been duly executed and delivered by it and constitutes legal,
     valid, and binding obligations of such party enforceable against it in
     accordance with its terms, subject, as to enforceability, to applicable
     bankruptcy, insolvency, moratorium and similar laws of general
     applicability affecting creditors' rights and the discretionary powers of
     the courts to grant specific performance and injunctive relief;

(d)  no governmental licenses, approvals, consents, filings or registrations are
     required for the due execution, delivery or performance by such party of
     this Deed, or the validity or enforceability hereof;

(e)  the making of this Deed and the compliance with the terms hereof:

     (i)   will not result in violation of such party's Charter or any provision
           contained in any law applicable to such party;

     (ii)  will not conflict with or result in the breach of any provision of,
           or require any consent under, or result in the imposition of any Lien
           under, any agreement or instrument to which such party is a party or
           by which such party or any of its assets is bound; and

     (iii) will not constitute a default or an event which, with the giving of
           notice, the passage of time or the making of any determination, or
           any combination thereof, would constitute a default under any such
           agreement or instrument;

(f)  each representation and warranty made by the Borrower to the Senior Lenders
     in the Senior Loan Agreements is true and correct, and all material
     submitted to the Senior Lenders by or on behalf of the parties hereto in
     connection with the Senior Loans is true and correct, and together
     accurately and completely describe the business and financial prospects of
     the Borrower and do not contain any material misstatement of fact or omit
     to state a material fact or any fact necessary to make the statements
     contained therein not misleading;

(g)  no Event of Default or Potential Event of Default has occurred and is
     continuing or will occur upon the execution and delivery of this Deed (in
     case of each Representing Party other than the Borrower, to the best of the
     knowledge of such Representing Party) and no event has occurred and is
     continuing that constitutes a default or, with the giving of notice, the
     passage of time or the making of any determination, or any combination
     thereof would constitute, a default (in case of each Representing Party
     other than the Borrower, by such Representing Party) under this Deed and no
     such event will occur upon the execution and delivery or performance of
     this Deed; and

(h)  there are no actions, proceedings or claims pending or, to the best
     knowledge of such party, threatened against such party, the adverse
     determination of which might have a materially adverse effect on its
     ability to perform its obligations hereunder, or affect the validity or
     enforceability hereof.


<PAGE>
                                      -15-

               ARTICLE 4 - SHARE RETENTION AND GENERAL COVENANTS

SECTION 4.01   TRANSFER OF EXISTING SHARES IN BORROWER - PRIVATE SHARE SALE OR
               PUBLIC SECONDARY SALE

(a)   PRIVATE SHARE SALE. Subject to Section 4.01(c), no Controlling
      Shareholder, Controlled Affiliate of a Controlling Shareholder or Joint
      Affiliate may sell, transfer or assign by a Private Share Sale an Economic
      Interest or a Controlling Interest in the Borrower (either directly or
      indirectly, including as a result of the sale, transfer or assignment by a
      Private Share Sale of a Controlling Interest or Economic Interest in a
      Controlled Affiliate of a Controlling Shareholder or as a result of the
      sale, transfer or assignment by a Private Share Sale of a Controlling
      Shareholder's Controlling Interest or Economic Interest in a Joint
      Affiliate) unless all the following conditions are satisfied:

      (i)   the Borrower, prior to and upon completion of such transaction shall
            be in full compliance with all of its covenants and obligations
            under the Senior Loan Agreements and the other Financing Agreements,
            and no Event of Default or Potential Event of Default has occurred
            and is continuing or will occur as a result of such transaction;

      (ii)  the Controlling Shareholders (either directly or indirectly through
            Controlled Affiliates or a Joint Affiliate) upon and after
            completion of such transaction, shall jointly maintain:

            (1)   an Economic Interest in the Borrower of more than 50%;

            (2)   a Controlling Interest in the Borrower of more than 50%; and

            (3)   Management Control over the Borrower;

      (iii) no Shareholder alone or in concert with other Shareholders (other
            than the Controlling Shareholders, either directly or indirectly
            through Controlled Affiliates or a Joint Affiliate), upon and after
            completion of such transaction shall hold any interest in the
            Borrower sufficient to provide special or minority shareholder
            voting rights in respect of the share capital of the Borrower which
            may be exercised in a manner which could block or otherwise hinder
            the Management Control maintained by the Controlling Shareholders or
            a Joint Affiliate over the Borrower;

      (iv)  the transferee to whom Shares in the Borrower are transferred, sold
            or assigned (1) becomes a party to the Security Agreement Over
            Shares in the capacity of a Shareholder and in accordance with the
            terms of the Security Agreement Over Shares and (2) grants to the
            Senior Lenders a power of attorney substantially in the form of the
            Shareholder Power of Attorney; and

      (v)   in case of a transfer of a Controlling Interest or an Economic
            Interest in the Borrower under this Section 4.01(a) to Vodafone
            Group Plc or to a Controlled Affiliate of Vodafone Group Plc, or any
            transfer under this Section 4.01(a) to a Controlled Affiliate of
            ClearWave's Majority Shareholder, such transferee


<PAGE>

                                      -16-

            becomes a party to this Deed in the capacity of a Controlling
            Shareholder in accordance with Section 2.11(a), (b), (c) and (d),

      provided that this Section 4.01(a) does not apply to a sale, transfer or
      assignment by Vodafone of a Controlling Interest or Economic Interest in a
      Controlled Affiliate of Vodafone where such Controlled Affiliate does not
      directly own a Controlling Interest or an Economic Interest in the
      Borrower, provided that Vodafone maintains upon and after completion of
      such transaction together with the Controlling Shareholders other than
      Vodafone, directly or indirectly (through Controlled Affiliates or a Joint
      Affiliate) (i) an Economic Interest and Controlling Interest in each case
      in the Borrower of more than 50%, and (ii) Management Control of the
      Borrower.

(b)   PUBLIC SECONDARY SALE. Subject to Section 4.01(c), no Controlling
      Shareholder, Controlled Affiliate of a Controlling Shareholder or Joint
      Affiliate may sell, transfer or assign by way of a Public Secondary Sale
      an Economic Interest or a Controlling Interest in the Borrower (either
      directly or indirectly, including as a result of the sale, transfer or
      assignment by way of a Public Secondary Sale of a Controlling Interest or
      Economic Interest in a Controlled Affiliate of a Controlling Shareholder
      or as a result of the sale, transfer or assignment by way of a Public
      Secondary Sale of a Controlling Shareholder's Controlling Interest or
      Economic Interest in a Joint Affiliate) unless all the following
      conditions are satisfied:

      (i)   the Borrower, prior to and upon completion of such transaction shall
            be in full compliance with all of its covenants and obligations
            under the Senior Loan Agreements and the other Financing Agreements,
            and no Event of Default or Potential Event of Default has occurred
            and is continuing or will occur as a result of such transaction;

      (ii)  the Controlling Shareholders (either directly or indirectly through
            Controlled Affiliates or a Joint Affiliate) upon and after
            completion of such transaction, shall jointly maintain:

            (1)   an Economic Interest in the Borrower of more than 50%;

            (2)   a Controlling Interest in the Borrower of more than 50%; and

            (3)   Management Control over the Borrower;

            (iii) no Shareholder alone or in concert with other Shareholders
                  (other than the Controlling Shareholders, either directly or
                  indirectly through Controlled Affiliates or a Joint
                  Affiliate), upon and after completion of such transaction
                  shall hold any interest in the Borrower sufficient to provide
                  special or minority shareholder voting rights in respect of
                  the share capital of the Borrower which may be exercised in a
                  manner which could block or otherwise hinder the Management
                  Control maintained by the Controlling Shareholders or a Joint
                  Affiliate over the Borrower;

            (iv)  the Borrower has made the mandatory prepayment, if any,
                  required in connection with such transaction, under Section
                  3.10(b) of the EBRD Loan Agreement and Section 3.09(b) of each
                  of the EDC Loan Agreement and the NIB Loan Agreement and upon
                  and after such transaction the required


<PAGE>
                                      -17-

            percentage of shares in the capital of the Borrower remains subject
            to the Security Agreement Over Shares in accordance with the
            requirements of Section 3.10(b) of the EBRD Loan Agreement and
            Section 3.09(b) of each of the EDC Loan Agreement and the NIB Loan
            Agreement; and

      (v)   in case of a transfer of a Controlling Interest or an Economic
            Interest in the Borrower under this Section 4.01(b) to Vodafone
            Group Plc or to a Controlled Affiliate of Vodafone Group Plc, or any
            transfer under this Section 4.01(b) to a Controlled Affiliate of
            ClearWave's Majority Shareholder, such transferee becomes a party to
            this Deed in the capacity of a Controlling Shareholder in accordance
            with Section 2.11(a), (b), (c) and (d),

      provided that this Section 4.01(b) does not apply to a sale, transfer or
      assignment by Vodafone of a Controlling Interest or Economic Interest in a
      Controlled Affiliate of Vodafone where such Controlled Affiliate does not
      directly own a Controlling Interest or an Economic Interest in the
      Borrower, provided that Vodafone maintains upon and after completion of
      such transaction together with the Controlling Shareholders other than
      Vodafone, directly or indirectly (through Controlled Affiliates or a Joint
      Affiliate) (i) an Economic Interest and Controlling Interest in each case
      in the Borrower of more than 50%, and (ii) Management Control of the
      Borrower.

(c)   SALE TO A RECOGNISED TELECOMMUNICATIONS OPERATOR.  Notwithstanding Section
      4.01(a)(ii) and 4.01(b)(ii):

      (i)   a Controlling Shareholder, Controlled Affiliate of a Controlling
            Shareholder or Joint Affiliate may sell, transfer or assign (either
            directly or indirectly as a result of the sale, transfer or
            assignment of a Controlling Interest or an Economic Interest in a
            Controlled Affiliate of a Controlling Shareholder or as a result of
            a transfer of such Controlling Shareholder's Controlling Interest
            and Economic Interest in a Joint Affiliate) an Economic Interest or
            Controlling Interest in the Borrower of more than 50% to a
            Recognised Telecommunications Operator, and

      (ii)  Vodafone may sell, transfer or assign its entire Economic Interest
            and Controlling Interest in the Borrower to a Recognised
            Telecommunications Operator;

      provided, in case of each of paragraph (i) and (ii), (provided that
      paragraph (C) below shall not apply in case of a transfer by Vodafone
      under paragraph (ii) at any time that Vodafone owns less than a 50%
      Controlling Interest and less than a 50% Economic Interest in the
      Borrower) that:

      (A)   the conditions set out in Section 4.01(a)(i), (iii) and (iv) are
            complied with in respect of such transaction;

      (B)   such Recognised Telecommunications Operator becomes a party to this
            Deed in the capacity of a Controlling Shareholder in accordance with
            Section 2.11(a), (b), (c) and (d); and

      (C)   such Recognised Telecommunications Operator undertakes (alone or
            together with one or more of the Controlling Shareholders) to
            provide technical and


<PAGE>

                                      -18-

            management  support to the Borrower and agrees to consult with the
            Senior Lenders in respect of the arrangements as to the management
            of the Borrower so that the Borrower is managed by a team with
            recognised experience in the mobile telecommunications business and
            in the emerging market environment.

SECTION 4.02  TRANSFER OF EXISTING SHARES IN CLEARWAVE - PRIVATE SHARE SALE OR
              PUBLIC SECONDARY SALE

(a)   PRIVATE SHARE SALE OR PUBLIC SECONDARY SALE. Subject to Section 4.02(b),
      ClearWave's Majority Shareholder may not sell, transfer or assign (either
      by a Private Share Sale or by a Public Secondary Sale) any Economic
      Interest or Controlling Interest in ClearWave (either directly or
      indirectly, including as a result of a sale, transfer or assignment
      (either by a Private Share Sale or by a Public Secondary Sale) of an
      Economic Interest or Controlling Interest in a Controlled Affiliate of
      ClearWave's Majority Shareholder) unless all the following conditions are
      satisfied:

      (i)   the Borrower, prior to and upon completion of such transaction shall
            be in full compliance with all of its covenants and obligations
            under the Financing Agreements, and no Event of Default or Potential
            Event of Default has occurred and is continuing or will occur as a
            result of such transaction;

      (ii)  ClearWave's Majority Shareholder (either directly or indirectly
            through Controlled Affiliates), upon and after completion of such
            transaction, maintains:

            (1)   an Economic Interest in ClearWave of more than 50%;

            (2)   a Controlling Interest in ClearWave of more than 50%; and

            (3)   Management Control over ClearWave;

      (iii) ClearWave's Majority Shareholder and Vodafone (either directly or
            indirectly through Controlled Affiliates or a Joint Affiliate), upon
            and after completion of such transaction, shall jointly maintain:

            (1)   an Economic Interest in the Borrower of more than 50%;

            (2)   a Controlling Interest in the Borrower of more than 50%; and

            (3)   Management Control over the Borrower; and

      (iv)  no shareholder alone or in concert with other shareholders in
            ClearWave (other than ClearWave's Majority Shareholder, either
            directly or indirectly through Controlled Affiliates) upon and after
            completion of such transaction, shall hold any interest in ClearWave
            sufficient to provide special or minority shareholder voting rights
            in respect of the share capital of ClearWave which may be exercised
            in a manner which could block or otherwise hinder the Management
            Control maintained by ClearWave's Majority Shareholder over
            ClearWave.


<PAGE>

                                      -19-

(b)   SALE TO A RECOGNISED TELECOMMUNICATIONS OPERATOR. Notwithstanding Sections
      4.02(a)(ii) and 4.02(a)(iii), ClearWave's Majority Shareholder or a
      Controlled Affiliate of ClearWave's Majority Shareholder may sell,
      transfer or assign (either directly or indirectly as a result of the sale,
      transfer or assignment of an Economic Interest or Controlling Interest in
      a Controlled Affiliate of ClearWave's Majority Shareholder) an Economic
      Interest or Controlling Interest in ClearWave of more than 50% to a
      Recognised Telecommunications Operator or to Vodafone, provided that:

      (i)   the conditions set out in Section 4.02(a)(i) and (iv) are complied
            with in respect of such transaction;

      (ii)  such Recognised Telecommunications Operator or Vodafone becomes a
            party to this Deed in the capacity of ClearWave's Majority
            Shareholder in accordance with Section 2.11(a), (b), (c) and (d);
            and

      (iii) such Recognised Telecommunications Operator undertakes to provide
            technical and management support to the Borrower and agrees to
            consult with the Senior Lenders in respect of the arrangements as to
            the management of the Borrower so that the Borrower is managed by a
            team with recognised experience in the mobile telecommunications
            business and in the emerging market environment; for the avoidance
            of doubt, this sub-clause (iii) is not applicable in the event that
            Vodafone is the transferee under this Section 4.02(b).

SECTION 4.03  ISSUANCE OF NEW SHARES BY WAY OF PUBLIC OFFERING

(a)   BORROWER. The Borrower shall not be entitled to issue and sell new shares
      in its capital pursuant to a Public Offering unless all the following
      conditions are satisfied:

      (i)   the Borrower, prior to and upon completion of such transaction shall
            be in full compliance with all of its covenants and obligations
            under the Senior Loan Agreements and the other Financing Agreements,
            and no Event of Default or Potential Event of Default has occurred
            and is continuing or will occur as a result of such transaction;

      (ii)  the Controlling Shareholders (either directly or indirectly through
            Controlled Affiliates or a Joint Affiliate) upon and after
            completion of such transaction, shall jointly maintain:

            (1)   an Economic Interest in the Borrower of more than 50%;

            (2)   a Controlling Interest in the Borrower of more than 50%; and

            (3)   Management Control over the Borrower;

      (iii) no Shareholder alone or in concert with other Shareholders (other
            than the Controlling Shareholders, either directly or indirectly
            through Controlled Affiliates or a Joint Affiliate), upon and after
            completion of such transaction shall hold any interest in the
            Borrower sufficient to provide special or minority shareholder
            voting rights in respect of the share capital of the Borrower which


<PAGE>

                                      -20-

            may be exercised in a manner which could block or otherwise hinder
            the Management Control maintained by the Controlling Shareholders or
            a Joint Affiliate over the Borrower; and

      (iv)  the Borrower has made or makes contemporaneously with such Public
            Offering, the mandatory prepayment if any, required to be made in
            respect of such transaction under Section 3.10(b) of the EBRD Loan
            Agreement and Section 3.09(b) of each of the EDC Loan Agreement and
            the NIB Loan Agreement and upon and after such transaction the
            required percentage of shares in the capital of the Borrower remains
            subject to the Security Agreement Over Shares in accordance with the
            requirements of Section 3.10(b) of the EBRD Loan Agreement and
            Section 3.09(b) of each of the EDC Loan Agreement and the NIB Loan
            Agreement.

(b)   CLEARWAVE. ClearWave shall not be entitled to issue and sell new shares in
      its capital  pursuant  to a Public  Offering  unless all the following
      conditions are satisfied:

      (i)   the Borrower, prior to and upon completion of such transaction shall
            be in full compliance with all of its covenants and obligations
            under the Financing Agreements, and no Event of Default or Potential
            Event of Default has occurred and is continuing or will occur as a
            result of such transaction;

      (ii)  ClearWave's Majority Shareholder (either directly or indirectly
            through Controlled Affiliates), upon and after completion of such
            transaction, maintains:

            (1)   an Economic Interest in ClearWave of more than 50%;

            (2)   a Controlling Interest in ClearWave of more than 50%; and

            (3)   Management Control over ClearWave;

      (iii) ClearWave's Majority Shareholder and Vodafone (either directly or
            indirectly through Controlled Affiliates or a Joint Affiliate), upon
            and after completion of such transaction, shall jointly maintain:

            (1)   an Economic Interest in the Borrower of more than 50%;

            (2)   a Controlling Interest in the Borrower of more than 50%; and

            (3)   Management Control over the Borrower; and

      (iv)  no shareholder alone or in concert with other shareholders in
            ClearWave (other than ClearWave's Majority Shareholder, either
            directly or indirectly through Controlled Affiliates) upon and after
            completion of such transaction, shall hold any interest in ClearWave
            sufficient to provide special or minority shareholder voting rights
            in respect of the share capital of ClearWave which may be exercised
            in a manner which could block or otherwise hinder the Management
            Control maintained by ClearWave's Majority Shareholder over
            ClearWave;


<PAGE>

                                      -21-

(c)  CONTROLLED AFFILIATE/JOINT AFFILIATE.

     (i)   A Controlled Affiliate of a Controlling Shareholder (which Controlled
           Affiliate owns, directly or indirectly, a Controlling Interest or an
           Economic Interest in the Borrower), or a Joint Affiliate, shall not
           be entitled to issue and sell new shares in its capital pursuant to a
           Public Offering unless all the conditions set out in Section
           4.03(a)(i), (ii) and (iii) are complied with prior to, upon and after
           completion of such issuance and sale of shares, provided that this
           Section 4.03(c)(i) does not apply to the issue and sale of new shares
           pursuant to a Public Offering by a Controlled Affiliate of Vodafone
           where such Controlled Affiliate does not directly own a Controlling
           Interest or an Economic Interest in the Borrower, provided that
           Vodafone maintains upon and after completion of such Public Offering
           together with the Controlling Shareholders other than Vodafone,
           directly or indirectly (through Controlled Affiliates or a Joint
           Affiliate) (i) an Economic Interest and Controlling Interest in each
           case in the Borrower of more than 50%, and (ii) Management Control of
           the Borrower.

      (ii) A Controlled Affiliate of ClearWave's Majority Shareholder (which
           Controlled Affiliate owns, directly or indirectly, a Controlling
           Interest or an Economic Interest in the Borrower), shall not be
           entitled to issue and sell new shares in its capital pursuant to a
           Public Offering unless all the conditions set out in Section
           4.03(b)(i), (ii), (iii) and (iv) are complied with prior to, upon and
           after completion of such issuance and sale of shares.

SECTION 4.04  REPURCHASE OF SHARES BY BORROWER

     The Borrower may not repurchase any shares in the share capital of the
Borrower unless:

(a)  no Event of Default or Potential  Event of Default shall have occurred and
     be continuing  immediately  prior to, or would occur as a result of, such
     transaction;

(b)  such shares are purchased in accordance with Romanian law;

(c)  such shares, upon their transfer to the Borrower and until their
     cancellation, are and remain subject to the Security under the Security
     Agreement Over Shares;

(d)  such shares remain owned by the Borrower until such time as they are
     cancelled in accordance with Romanian law;

(e)  any payment by the Borrower in connection with such purchase of shares is a
     Distribution which is permitted pursuant to Section 6.01 of each Senior
     Loan Agreement; and

(f)  the Borrower offers to make such purchase on a pro rata basis among the
     Shareholders based on the percentage shareholding in the Borrower held by
     each Shareholder, and after both such purchase and such cancellation the
     conditions set out in Section 4.01(a)(ii) hereof and Section 5.07(e) of
     each of the Senior Loan Agreements are complied with.


<PAGE>

                                      -22-


SECTION 4.05   RELEASE OF SECURITY OVER SHARES

      In the event of

(a)   a sale, transfer or assignment by way of a Public Secondary Sale of shares
      in the capital of the Borrower in compliance with Section 4.01(b) which
      shares are subject to the Security Agreement Over Shares, or

(b)   cancellation by the Borrower of shares in the capital of the Borrower
      repurchased by the Borrower in compliance with Section 4.04,

(the shares in the capital of the Borrower so transferred or so repurchased and
cancelled by the Borrower referred to in this Section 4.05 as the "Relevant
Shares"), the Senior Lenders shall promptly upon receipt of a notice and request
from the Borrower or the Shareholder transferring such Relevant Shares (referred
to in this Section 4.05 as the "Transferor"), release the Security under the
Security Agreement Over Shares in respect of such Relevant Shares (and shall
enter into such amendments to the Security Agreement Over Shares, and shall
cooperate with the Borrower in making registrations in the Electronic Archive in
each case as are necessary to effect such release) provided that:

      (i)   the Borrower, prior to and upon completion of such sale, transfer,
            assignment or cancellation, as applicable, shall be in full
            compliance with all of its covenants and obligations under the
            Senior Loan Agreements and the other Financing Agreements and no
            Event of Default or Potential Event of Default has occurred and is
            continuing or will occur as a result of such transaction;

      (ii)  prior to such release, the Borrower makes the mandatory prepayment
            required pursuant to Section 3.10(b) of the EBRD Loan Agreement and
            Section 3.09(b) of each of the EDC Loan Agreement and the NIB Loan
            Agreement in connection with such transaction, if any, such that
            upon and after such release the Borrower is in compliance with
            Section 3.10(b) of the EBRD Loan Agreement and Section 3.09(b) of
            each of the EDC Loan Agreement and the NIB Loan Agreement and the
            required percentage of shares in the capital of the Borrower remains
            subject to the Security Agreement Over Shares as required pursuant
            to Section 3.10(b) of the EBRD Loan Agreement and Section 3.09(b) of
            each of the EDC Loan Agreement and the NIB Loan Agreement;

      (iii) after giving effect to such release, more than 50% of the shares in
            the capital of the Borrower (and votes associated therewith) remain
            subject to the Security under the Security Agreement Over Shares;

      (iv)  to the extent necessary, the Transferor provides funds to the
            Borrower, or causes funds to be provided to the Borrower, to ensure
            that the Borrower has sufficient funds to comply with its
            obligations under subparagraph (ii) above; and

      (v)   the Transferor shall have sold, transferred or assigned prior to the
            sale, transfer or assignment of the Relevant Shares all shares it
            owns in the capital of the Borrower which are not subject to the
            Security (if any).


<PAGE>
                                      -23-


SECTION 4.06  OPERATING SHAREHOLDERS' GENERAL COVENANTS

(a)   Unless the Senior Lenders otherwise agree in writing, each Operating
      Shareholder and, in respect to Section 4.06(a)(ii) only, each Controlling
      Shareholder only, covenants and agrees as follows:

      (i)   each such party shall promptly notify the Senior Lender of any event
            that constitutes, or which with the lapse of time or the giving of
            notice or both would constitute, a default by such party hereunder
            and of any event that has or might have a materially adverse effect
            on such party's ability to perform its obligations hereunder;

      (ii)  each Controlling Shareholder (other than any Controlled Affiliate of
            Vodafone Group Plc) shall furnish to the Senior Lenders on or before
            the 120th day after the end of each of its financial years, its
            balance sheet as at the close of such financial year and its income
            statement and statement of changes in financial position for such
            financial year, prepared in accordance with generally accepted
            accounting principles of the jurisdiction in which such Controlling
            Shareholder is incorporated, consistently applied, certified by a
            firm of independent accountants as fairly presenting the financial
            condition of such party as at the close of such financial year and
            the results of its operations for such financial year; and

      (iii) each such party shall furnish to the Senior Lenders from time to
            time such other statements and information as the Senior Lenders may
            reasonably request, provided in the case of Vodafone Group Plc or
            any Controlled Affiliate thereof, that such statements and
            information are publicly available and are in the possession or
            control of Vodafone Group Plc or any of its Controlled Affiliates.

(b)   Vodafone Europe (and, if it is a Controlling Shareholder, Vodafone Group
      Plc) shall cause each person included in the definition of "Vodafone" to
      become a party to this Deed in its capacity as a Controlling Shareholder
      in accordance with Section 2.11(a), (b), (c) and (d).

(c)   Vodafone Group Plc, if it is a Controlling Shareholder, covenants and
      agrees that it shall cause all Controlled Affiliates of Vodafone Group
      Plc, including those which own an Economic Interest or a Controlling
      Interest in the Borrower only indirectly, to comply with all obligations
      of Controlling Shareholders hereunder and to take all steps required under
      the terms hereof to be taken by Controlling Shareholders and refrain from
      taking any steps prohibited hereunder.

(d)   Each party hereto which is a Shareholder agrees that it shall not permit
      any amendment or modification to the Borrower's Charter which would have
      an adverse effect on the ability of the Senior Lenders to enforce their
      rights under the Security or on the Security.

<PAGE>
                                     - 24 -


SECTION 4.07  SEVERAL OBLIGATIONS

      The obligations of the parties hereto shall be several.

                           ARTICLE 5 - MISCELLANEOUS


SECTION 5.01  NOTICES

      Any notice, request or other communication to be given or made under
this Deed shall be in writing. Such notice, request or other communication shall
be deemed to have been duly given or made when it shall be delivered by hand,
airmail, telex or telefax to the party to which it is required or permitted to
be given or made at such party's address specified below or at such other
address as such party shall have designated by notice to the party giving or
making such notice, request or other communication. Vodafone Technical and
Vodafone Europe expressly agree and acknowledge that any obligation or
requirement hereunder to provide notice to Vodafone Technical shall be satisfied
by delivery of such notice to Vodafone Europe alone.

For the Borrower:

      MobiFon S.A.
      City Business Center
      3 Nerva Traian Street
      Complex Ml01, Sector 3
      Bucharest, Romania

      Attention:  Chief Financial Officer

      Fax:        011-40-21-302-1455

For TIWI:

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

      Attention:  General Counsel

      Fax:        514-673-8314


<PAGE>
                                      -25-


For TIWC:

            Telesystem International Wireless Corporation N.V.
            World Trade Centre
            Strawinskylaan 707
            1077 XX Amsterdam
            The Netherlands

            Attention:  General Counsel

            Fax:        011-31-20-30-50-989

For Vodafone Europe:

            Vodafone Europe B.V.
            Rivium Quadrant
            173-177 15th Floor
            2909 LC Capelle aan den IJssel
            The Netherlands

            Attention:  Managing Director

            Fax:        011-31-10-498-7722

            With a copy to:

            Vodafone Group Services Limited
            The Courtyard
            2-4 London Road
            Newbury, Berkshire RG4 1JX
            England

            Attention:  Company Secretary

            Fax:        011-44-1-1635-580-857

For ClearWave:

            ClearWave N.V.
            Strawinskylaan 707
            1077 XX, Amsterdam
            The Netherlands

            Attention:  Managing Director

            Fax:        011-31-20-305-0989




<PAGE>
                                     - 26 -

For ClearWave Holdings:

            ClearWave Holdings B.V.
            Strawinskylaan 707
            1077 XX, Amsterdam
            The Netherlands

            Attention:  Managing Director

            Fax:        011-31-20-305-0989

For Vodafone Technical Services:

            Vodafone Technical Services
            2999 Oak Road
            10th Floor
            Walnut Creek, California

            94597   USA

            Attention:  Manager, Contracts & Governance

            Fax:        +1 925 210 3599

For EBRD:

            European Bank for Reconstruction and Development
            One Exchange Square
            London EC2A 2JN
            United Kingdom

            Attention:  Operation Administration Unit

            Fax:        011-44-20-7338-6100
            Telex:      8812161
            Answerback: EBRD L G

For EDC:

            Export Development Canada
            151 O'Connor Street
            Ottawa, Canada  K1A 1K3

            Attention:  Loans Operation Team

            Fax:        613-598-2514


<PAGE>
                                      -27-

For NIB:

            Nordic Investment Bank
            P.O. Box 249
            FIN-00171 Helsinki
            Finland

            Attention:  Tarja Kylanpaa/Eva Sandstrom

            Telex:      124704 nibfi
            Fax:        358 9 622 1504

SECTION 5.02  ENGLISH LANGUAGE

      All documents to be furnished or communications to be given or made by a
Representing Party under this Deed shall be in the English language or, if in
another language, shall be accompanied by a translation into English certified
by such Representing Party which translation shall be the governing version
among the parties hereto.

SECTION 5.03  RIGHTS, REMEDIES AND WAIVER

(a)   The rights and remedies of the Senior Lenders in relation to any
      misrepresentations or breach of warranty on the part of a Representing
      Party shall not be prejudiced by any investigation by or on behalf of the
      Senior Lenders into the affairs of any Representing Party, by the
      execution or the performance of this Deed or by any other act or thing
      which may be done by or on behalf of the Senior Lenders in connection with
      this Deed and which might, apart from this Section, prejudice such rights
      or remedies.

(b)   No course of dealing and no delay in exercising, or omission to exercise,
      any right, power or remedy accruing to the Senior Lenders upon any default
      under this Deed or any other agreement shall impair any such right, power
      or remedy or be construed to be a waiver thereof or an acquiescence
      therein. No single or partial exercise of any right, power or remedy shall
      preclude any other or further exercise thereof or the exercise of any
      other right, power or remedy. No action of the Senior Lenders in respect
      of any such default, or acquiescence by it therein, shall affect or impair
      any right, power or remedy of the Senior Lenders in respect of any other
      default.

(c)   The rights and remedies provided in this Deed are cumulative and not
      exclusive of any other rights or remedies, whether provided by applicable
      law or otherwise.

(d)   The Senior Lenders may proceed to protect and enforce their rights
      hereunder in any court or other tribunal by an action at law, suit in
      equity or other appropriate proceedings, whether for damages, the specific
      performance of any term hereof or otherwise, or in aid of the exercise of
      any power granted hereby or by law. Each Representing Party hereby agrees
      to pay to the Senior Lenders on demand such amount in Dollars as shall be
      sufficient to reimburse the Senior Lenders for its costs and expenses of
      any such action or remedies, including without limitation, reasonable fees
      and expenses of legal counsel.


<PAGE>
                                     - 28 -

SECTION 5.04  TERM OF DEED

            This Deed shall continue in force until all Senior Indebtedness
shall have been fully paid in accordance with the provisions of the Senior Loan
Agreements and the other Financing Agreements.

SECTION 5.05  GOVERNING LAW

            This Deed shall be governed by and construed in accordance with the
substantive laws of England and Wales.

SECTION 5.06  ARBITRATION AND JURISDICTION

(a)   Any dispute,  controversy  or claim arising out of or relating to this
      Deed, or the breach,  termination  or  invalidity  hereof,  shall be
      settled by  arbitration in accordance  with the UNCITRAL  Arbitration
      Rules as at present in force.  There shall be one arbitrator and the
      appointing  authority shall be the London Court of International
      Arbitration.  The seat and place of arbitration shall be London,  England
      and the English language shall be used throughout the arbitral
      proceedings.  The parties hereby waive any rights under the Arbitration
      Act 1996 or otherwise to appeal any arbitration  award to, or to seek
      determination  of a preliminary  point of law by, the courts of England.
      The arbitral  tribunal  shall not be  authorised  to take or provide,  and
      the parties  shall not be  authorised  to seek from any judicial
      authority,  any  interim  measures of  protection  or  pre-award  relief
      against any of the Senior  Lenders,  any  provisions  of UNCITRAL
      Arbitration  Rules  notwithstanding.  The arbitral  tribunal  shall have
      authority to consider and include in any  proceeding,  decision or award
      any further  dispute  properly  brought  before it by any of the Senior
      Lenders or the other parties  hereto insofar as such dispute arises out of
      any  Financing  Agreement,  but,  subject to the  foregoing,  no other
      parties or other  disputes  shall be included  in, or consolidated  with,
      the arbitral  proceedings.  In any arbitral  proceeding,  the  certificate
      of any Senior Lender as to any amount due to such Senior Lender under any
      Financing Agreement shall be prima facie evidence of such amount.

(b)   Notwithstanding  Section  5.06(a),  this Deed and the other  Financing
      Agreements,  and any rights of the Senior Lenders arising out of or
      relating to this Deed or any other  Financing  Agreement,  may, at the
      option of the Senior  Lenders,  be enforced by the Senior Lenders in the
      courts of Romania or in any other  courts  having  jurisdiction.  For the
      benefit of the Senior  Lenders,  the  parties  other than the Senior
      Lenders  hereby  irrevocably  submit to the  non-exclusive  jurisdiction
      of the courts of  England  with  respect to any  dispute, controversy or
      claim arising out of or relating to this Deed or any other  Financing
      Agreement,  or the breach,  termination or invalidity hereof or thereof.
      Each party other than the Senior  Lenders  hereby  irrevocably
      designates,  appoints and  empowers.  The 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 purposes of any legal action or proceeding  brought by the
      Senior  Lenders in respect  of this Deed or any other  Financing
      Agreement.  Each party  other than the Senior Lenders  hereby  irrevocably
      consents to the service of process or any other legal summons out of such
      courts by mailing copies thereof by registered  airmail postage prepaid to
      its address  specified  herein.  Each party other than the Senior Lenders
      covenants and agrees that, so long as it has


<PAGE>
                                      -29-


      any obligations under this Deed, it shall maintain a duly appointed agent
      to receive service of process and any other legal summons in England for
      purposes of any legal action or proceeding  brought by a Senior Lender in
      respect of any Financing  Agreement and shall keep the Senior Lenders
      advised of the identity and location of such agent. Nothing herein shall
      affect the right of the Senior Lenders to commence legal actions or
      proceedings against any of the parties hereto in any manner authorised by
      the laws of any relevant jurisdiction. The commencement by a Senior Lender
      of legal actions or proceedings in one or more jurisdictions shall not
      preclude such Senior Lender from commencing legal actions or proceedings
      in any other jurisdiction, whether concurrently or not.

(c)   Each party other than the Senior Lenders irrevocably waives any objection
      it may now or hereafter have on any grounds whatsoever to the laying of
      venue of any legal action or proceeding and any claim it may now or
      hereafter have that any such legal action or proceeding has been brought
      in an inconvenient forum.

SECTION 5.07  PRIVILEGES AND IMMUNITIES OF THE SENIOR LENDERS

      Nothing in this Deed shall be construed as a waiver, renunciation or other
modification of any immunities, privileges or exemptions of any of the Senior
Lenders accorded, as applicable, under the Agreement Establishing the European
Bank for Reconstruction and Development, the Agreement among Denmark, Finland,
Iceland, Norway and Sweden regarding Nordic Investment Bank dated October 23,
1998, the Agreement for Financial Cooperation between the Romanian Government
and NIB dated August 26, 1998, the Canada-Romania Income Tax Convention, other
international convention or any applicable law.

SECTION 5.08  WAIVER OF SOVEREIGN IMMUNITY

      Each party other than the Senior Lenders represents and warrants that this
Deed and the transactions contemplated hereunder are commercial rather than
public or governmental acts and that no such party is entitled to claim immunity
from legal proceedings with respect to itself or any of its assets on the
grounds of sovereignty or otherwise under any law or in any jurisdiction where
an action may be brought for the enforcement of any of the obligations arising
under or relating to this Deed. To the extent that any party other than the
Senior Lenders or any of its assets has or hereafter may acquire any right to
immunity from set-off, legal proceedings, attachment prior to judgement, other
attachment or execution of judgement on the grounds of sovereignty or otherwise,
each such party hereby irrevocably waives such rights to immunity in respect of
its obligations arising under or relating to this Deed.

SECTION 5.09  ENTIRE AGREEMENT; AMENDMENTS AND WAIVER

      This Deed and the documents referred to herein constitute the entire
obligation of the parties hereto with respect to the subject matter hereof and
shall supersede any prior expressions of intent or understanding with respect to
this transaction. Any amendment to, waiver by the Senior Lenders of any of the
terms or conditions of, or consent given by the Senior Lenders under, this Deed
(including, without limitation, this Section 5.09) shall be in writing, signed
by the Senior Lenders and, in the case of any amendment, by all parties hereto.


<PAGE>
                                     - 30 -

SECTION 5.10  SUCCESSORS AND ASSIGNS; THIRD PARTY RIGHTS

(a)   This Deed shall bind and inure to the benefit of the respective
      successors, assignees and transferees of the parties hereto, except that
      no party other than the Senior Lenders may assign or otherwise transfer
      all or any part of its rights or obligations under this Deed without the
      prior written consent of the Senior Lenders.

(b)   Each Senior Lender may sell, transfer, assign or otherwise dispose of all
      or part of its rights or obligations under this Deed and the other
      Financing Agreements to any assignee permitted under its Senior Loan
      Agreement without the consent of any of the other parties hereto. The
      Senior Lenders may disclose such information relating to this transaction
      (including, without limitation, copies of any Financing Agreements and
      Project Agreements) as the applicable Senior Lender deems appropriate in
      connection with any proposed Participation or any other proposed sale,
      transfer, assignment or other disposal contemplated by this Section 5.10.

(c)   Except as provided in Section 5.10(a) or 5.10(b), a person who is not a
      party to this Deed may not enforce any of its terms under the Contracts
      (Rights of Third Parties) Act 1999. Notwithstanding any term of this Deed,
      the consent of any third party is not required for any variation
      (including any release or compromise of any liability under) or
      termination of this Deed.

(d)   Without limiting the foregoing,  any Senior Lender may, from time to time,
      without notice to the other parties hereto,  assign or transfer any part
      or all of the Senior Indebtedness owing to such Senior Lender, or any
      interest therein,  and,  notwithstanding any such assignment or transfer
      or any subsequent  assignment or transfer thereof,  such Senior
      Indebtedness  shall be and remain Senior  Indebtedness for the purposes of
      this Deed and every  immediate  and  successive  assignee or transferee
      of any of the Senior  Indebtedness  or of any interest therein  shall,  to
      the extent of the interest of such assignee or transferee  in the Senior
      Indebtedness,  be entitled to the benefits of this Deed to the same extent
      as if such assignee or transferee were such Senior Lender;  provided,
      however, that unless such Senior Lender otherwise  consents in writing,
      such Senior  Lender shall have an  unimpaired  right,  prior and superior
      to that of any such  assignee or transferee,  to enforce  this Deed for
      the  benefit of such Senior  Lender,  as to that part of the Senior
      Indebtedness  which such Senior Lender has not assigned or transferred.

SECTION 5.11  COUNTERPARTS

      This Deed may be executed in several counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
Deed.

<PAGE>

                                      -31-

IN WITNESS WHEREOF, the parties hereto, acting through their duly authorized
representatives, have caused this Deed to be signed as a deed in their
respective names as of the date first above written.

MOBIFON S.A.                                 VODAFONE EUROPE B.V.

By:    (signed)                              By:     (signed)
       ___________________________________           __________________________
Name:  James J. Jackson                      Name:
Title: Senior Vice President and Chief       Title:
       Financial Officer

TELESYSTEM                                   TELESYSTEM
INTERNATIONAL WIRELESS INC.                  INTERNATIONAL WIRELESS
                                             CORPORATION N.V.

By:    (signed)                              By:     (signed)
       ___________________________________           __________________________
Name:  Patricia Haws                         Name:   Cornelis van Ravenhorst
Title: Attorney-in-fact                      Title:  Managing Director

CLEARWAVE N.V.                               CLEARWAVE HOLDINGS B.V.

By:    (signed)                              By:     (signed)
       ___________________________________           __________________________
Name:  Cornelis van Ravenhorst               Name:   Cornelis van Ravenhorst
Title: Managing Director                     Title:  Managing Director

VODAFONE TECHNICAL                           EXPORT DEVELOPMENT
SERVICES                                     CANADA

By:    (signed)                              By:     (signed)
       ___________________________________           __________________________
Name:                                        Name:   Roman Chomyn
Title:                                       Title:  Financial Services Manager

                                             By:     (signed)
                                                     __________________________
                                             Name:   Andrea Tunney
                                             Title:  Financial Services Manager

NORDIC INVESTMENT BANK                       EUROPEAN BANK FOR
                                             RECONSTRUCTION AND DEVELOPMENT

By:    (signed)                              By:     (signed)
       ___________________________________           __________________________
Name:  Tarja Kylanpaa                        Name:   Andrei Savelev
Title: Vice President                        Title:  Principal Banker

By:    (signed)
       ___________________________________
Name:  Ebbe Thalin
Title: Vice President

<PAGE>

                                    ANNEX A

                    FORM OF DEED OF UNDERTAKING OF ADHERENCE

To:    MOBIFON S.A.
       TELESYSTEM INTERNATIONAL WIRELESS INC.
       TELESYSTEM INTERNATIONAL WIRELESS CORPORATION N.V.
       VODAFONE EUROPE B.V.
       CLEARWAVE N.V.
       CLEARWAVE HOLDINGS B.V.
       VODAFONE TECHNICAL SERVICES
       EXPORT DEVELOPMENT CANADA
       NORDIC INVESTMENT BANK
       EUROPEAN BANK FOR RECONSTRUCTION AND DEVELOPMENT
       [ALSO LIST ANY OTHER PERSONS THAT BECOME PARTIES]

Dated: [______________]

RE:    SHARE RETENTION AND SUBORDINATION DEED BETWEEN THE ABOVE NAMED PARTIES
       DATED 27 AUGUST 2002 (SUCH DEED, AS AMENDED AND SUPPLEMENTED, THE "SHARE
       RETENTION AND SUBORDINATION DEED")

For good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the undersigned agrees and undertakes as follows (terms
defined in the Share Retention and Subordination Deed, unless the context
otherwise requires, have the same meanings in this Deed of Undertaking of
Adherence as in the Share Retention and Subordination Deed):

1.     [In the case of undertaking by a transferee under 4.01(c) or 4.02(b) or a
transferee under 4.01(a) or 4.01(b) which is a Controlled Affiliate of Vodafone
or of Clearwave's Majority Shareholder:] [describe transaction and instrument
pursuant to which the undersigned has acquired shares and has become a
Controlling Shareholder or ClearWave's Majority Shareholder.]

2.     [In the case of undertaking by a Junior Creditor:] [describe transaction
and instrument pursuant to which the undersigned has become a Junior Creditor,
and describe the relevant Junior Indebtedness including if applicable the
relevant Permitted Quasi Equity or Permitted High Yield Back to Back Debt.]

3.      The undersigned acknowledges having received a complete fully executed
copy of the Share Retention and Subordination Deed.

4.      The undersigned fully and unconditionally adheres to, and agrees to be
bound by, the terms and conditions of the Share Retention and Subordination Deed
in its capacity as a [a Junior Creditor/Controlling Shareholder/ClearWave's
Majority Shareholder] and to become a party thereto in all respects as a [Junior
Creditor/Controlling Shareholder/ClearWave's Majority Shareholder] thereunder,
to the same extent as if it had been a signatory thereto as at its date of
execution and agrees that each of you shall be entitled to exercise your rights
against the undersigned in accordance with the terms and conditions of the Share
Retention and Subordination Deed to the same extent as if the undersigned had
been a signatory thereto in such capacity [capacities] at its date of execution.
<PAGE>
                                     - 2 -

5.    [In case of a Junior Creditor:] Without limiting the foregoing, the
undersigned hereby confirms its obligations under Article 2 of the Share
Retention and Subordination Deed in respect of the [identify Junior Indebtedness
in connection with which such Junior Creditor entered into this Deed] and all
other Junior Indebtedness owing to the undersigned.

6.    [In case of a Controlling Shareholder or of ClearWave's Majority
Shareholder:] without limiting the foregoing, the undersigned agrees that from
and after the date hereof it assumes all rights and obligations of, and shall be
bound, as a party to the Deed, by all obligations of, [_________________]
[identify transferor], under the Share Retention and Subordination Deed.

7.    [In case of a transfer of a transferor's entire Economic Interest and
Controlling Interest (direct or indirect) in the Borrower or in ClearWave under
Section 4.01 or 4.02:] [_________________] [identify the [transferor] shall be
released and discharged from its obligations or liabilities under this Deed
other than any liabilities arising prior to the date hereof.

8.    The undersigned hereby represents and warrants to the Senior Lenders as of
the date hereof with respect to itself in accordance with the terms set out in
Section 3.01 of the Share Retention and Subordination Deed.

9.    The undersigned hereby advises the other parties to the Share Retention
and Subordination Deed that its co-ordinates for notices, for purposes of
Section 5.01 of the Share Retention and Subordination Deed, are as follows:

      [_______________________]

10.   This Deed of Undertaking of Adherence is supplemental to the Share
Retention and Subordination Deed.

11.   This Deed of Undertaking of Adherence shall be governed by and construed
in accordance with the laws of England.

Signed as a deed by:

                                        [_______________________]


                                        ________________________________________
                                        Name:
                                        Title:
<PAGE>
                                      -3-

Acknowledged by the Senior Lenders in accordance with Section 2.11 as of the
above-noted date:

                              EUROPEAN BANK FOR
                              RECONSTRUCTION AND
                              DEVELOPMENT

                              Per: _________________________________________
                                   Name:
                                   Title:

                              NORDIC INVESTMENT BANK

                              Per: _________________________________________
                                   Name:
                                   Title:



                              EXPORT DEVELOPMENT CANADA

                              Per: _________________________________________
                                   Name:
                                   Title:



                              [__________________________________]
                              [In the case of a transfer under
                              Section 4.01 or 4.02: the Transferor]