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                                                                   Exhibit 10.30


                            SHARE PURCHASE AGREEMENT


                                      DATED


                                  16 JULY, 2004


                                     BETWEEN


                  ESSAR TELECOM INDIA HOLDINGS LIMITED("Essar")


                                       AND


                     HTI (BVI) HOLDINGS LIMITED ("HTI-BVI")

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                                                                   Exhibit 10.30

                            SHARE PURCHASE AGREEMENT

THIS SHARE PURCHASE AGREEMENT (this "Agreement") dated this 16th day of July,
2004 between:

Essar Telecom India Holdings Limited, a company with limited liability having
its registered office at 10, Frere Felix de Valois Street, Port Louis, Mauritius
("Essar") of the FIRST PART; AND

HTI (BVI) Holdings Limited, a company with limited liability having its
registered office at PO Box 957, Offshore Incorporations Centre, Road Town,
Tortola, British Virgin Islands ("HTI-BVI") of the SECOND PART. (Essar and
HTI-BVI are hereinafter collectively referred to as the "Parties", and severally
as the "Party")

WHEREAS:

A.      Essar desires to sell 4 "B" shares constituting 40% of the paid up
        equity share capital of the Company as defined below (the "Sale Shares")
        and the shareholders loan of US$20,725,963.12 (the "Loan"), which Sale
        Shares were originally subscribed by, and the Loan was originally
        provided by Distacom to the Company, and which were, pursuant to certain
        share purchase agreement acquired by Essar;

B.      HTI-BVI wishes to purchase the Sale Shares and the Loan from Essar;

C.      Upon completion of the sale, HTI-BVI shall hold equity shares of the
        Company constituting 100% of the aggregate issued and paid up equity
        share capital and 100% of all shareholder loans of the Company all on
        the terms and conditions more specifically set forth in this Agreement.

NOW THEREFORE, IT IS HEREBY AGREED between the Parties as follows:

1.      DEFINITIONS AND INTERPRETATION.

1.1     DEFINITIONS

        In this Agreement, the following words and expressions shall, except
        where the context otherwise requires, have the following meanings:

        "Business Day" means a day on which scheduled banks are open for
        business in Mumbai, Mauritius and the British Virgin Islands;

        "Company" means Hutchison Telecommunications (India) Limited, a company
        with limited liability having its registered office at 2nd Floor, Zephyr

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                                                                   Exhibit 10.30

        House, Mary Street, PO Box 709, George Town, Grand Cayman, Cayman
        Islands, British West Indies;

        "Completion" means the completion of the matters provided for in Clause
        4.1;

        "Completion Date" means 22nd July 2004 or such earlier date as the
        Parties may agree, by giving not less than 3 business days notice to
        effect the Completion;

        "Distacom" means Distacom India Co. Limited;

        "HTIL Promissory Note" means the promissory note to be issued by HTI-BVI
        in favour of Essar in the amount US$76,633,333 for the purchase of the
        Sale Shares and the Loan, the form of which appears in the Schedule
        attached hereto;

        "Loan" means the US$20,725,963.12 shareholder loan and all interest
        outstanding thereon, originally made by Distacom to the Company;

        "Purchase Price" shall have the meaning set forth in Clause 2(a);

        "Sale Shares" means 4 "B" shares constituting 40% of the paid up equity
        share capital of the Company;

        "Share" or "Shares" means one or more of the A or B shares of nominal
        value of US$ one in the Company, which shall include the Sale Shares;

        "US$ or Dollars" means the lawful currency of the United States of
        America.

1.2     INTERPRETATION

        In this Agreement, unless the context otherwise requires:

        (a)     words denoting the singular number shall include the plural and
                vice versa;

        (b)     heading and bold typeface are only for convenience and shall be
                ignored for the purposes of interpretation;

        (c)     references to this Agreement or to any other agreement, deed or
                other instrument shall be construed as a reference to such
                agreement, deed, or other instrument as the same may from time
                to time be amended, varied, supplemented or noted;

        (d)     reference to any party to this Agreement or any other agreement
                or deed or other instrument shall include its successors or
                permitted assigns.

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                                                                   Exhibit 10.30

2.      SALE AND PURCHASE OF THE SALE SHARES

(a)     Subject to the terms and conditions set forth in this Agreement, Essar
        shall sell, and HTI-BVI shall purchase the Sale Shares and the Loan.

(b)     In consideration of Essar selling the Sale Shares and the Loan to
        HTI-BVI, HTI-BVI shall pay to Essar an aggregate amount of US$76,633,333
        (United States Dollars seventy six million six hundred and thirty three
        thousand three hundred and thirty three only) (the "Purchase Price").

(c)     The payment of the Purchase Price shall be effected by HTI-BVI through
        delivery to Essar of the HTIL Promissory Note on the Completion Date.

3.      SHAREHOLDING OF THE COMPANY UPON COMPLETION

        Upon Completion in the manner set forth in Clause 5 below, the paid up
        equity shareholding and all shareholder loans of the Company shall be
        owned as to 100% by HTI-BVI.

4.      CONDITIONS PRECEDENT TO COMPLETION

4.1     CONDITIONS PRECEDENT

        The obligation of HTI-BVI to purchase the Sale Shares in the manner set
        forth in Clause 2 above shall be subject to the fulfilment (or, where
        permissible, waiver in writing by HTI-BVI, as the case may be) of the
        following conditions precedent:

        (a)     the board of directors of HTI-BVI and Essar shall have
                authorised the execution of this Agreement by each of HTI-BVI
                and Essar respectively, and the sale by Essar and the purchase
                by HTI-BVI of the Sale Shares and the Loan in accordance with
                the terms of this Agreement;

        (b)     Completion of the purchase of the Sale Shares and the Loan by
                Essar from Distacom on or before 31st July 2004 under the share
                purchase agreement between Distacom (as seller) and Essar (as
                purchaser);

        (c)     nothing shall have occurred which would render (or have the
                effect of rendering) any of the warranties and representations
                contained in Clauses 6.1, untrue in any material respect; and

        (d)     provision by each party of certified copies of all and any
                resolutions authorising each of them respectively to enter into
                this Agreement and sign and do all necessary acts incidental
                thereto.

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                                                                   Exhibit 10.30

        Each Party shall use all reasonable endeavours to procure (so far as it
        lies within its respective powers) that each of the conditions precedent
        set forth in this Clause 4.1 are satisfied.

4.2     SURVIVAL OF REPRESENTATIONS AND WARRANTIES

        During the period, from the date of this Agreement till the Completion
        Date, each of the Parties agrees that it shall not take any action that
        will render any of its representations and warranties contained in this
        Agreement false, misleading or inaccurate in any material respect as of
        the Completion Date.

5.      COMPLETION OF THE SALE AND PURCHASE

        5.1     At Completion:

        (a)     HTI-BVI shall pay the Purchase Price by delivery of the HTIL
                Promissory Note in the manner set forth in Clause 2(b);

        (b)     Essar shall sell and assign the Loan and any relevant agreements
                in relation to the Loan to HTI-BVI;

        (c)     Essar shall:

                (i)     execute and deliver the necessary transfer deeds to
                        transfer the Sale Shares to HTI-BVI; and

                (ii)    hand over to Essar the share certificates of the Sale
                        Shares and any written instructions that may be required
                        to enable HTI-BVI to be registered as the owner of the
                        Sale Shares.

        5.2     Upon Completion Essar undertakes that all representations and
                warranties received by Essar from Distacom pursuant to the sale
                and purchase agreement between Essar and Distacom for the
                purchase by Essar of the Sale Shares and the Loan from Distacom
                shall stand assigned to HTI-BVI and Essar shall deliver written
                notice to Distsacom to that effect;

6.      REPRESENTATIONS AND WARRANTIES

6.1     REPRESENTATIONS AND WARRANTIES OF ESSAR

        Essar   hereby represents and warrants to HTI-BVI, that:

        (a)     it is a company duly incorporated and validly existing under the
                laws of its country of incorporation and has corporate power to
                own its assets, conduct its business as presently conducted and
                to enter into, and perform its obligations under this Agreement;

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                                                                   Exhibit 10.30

        (b)     this Agreement has been duly authorised and executed by it and
                constitutes its valid and legally binding obligation,
                enforceable in accordance with its terms, except as the
                enforceability may be limited by bankruptcy, insolvency,
                reorganisation, moratorium or similar laws affecting creditors'
                rights generally or the application of general principles of
                equity;

        (c)     neither the execution or performance of this Agreement nor the
                compliance with its terms, will conflict with or result in a
                breach of any of the terms, conditions or provisions of, or
                constitute a default or require any consent under-any indenture,
                mortgage, agreement or other instrument to which Essar is a
                party or by which it is bound, or violate any of the terms or
                provisions of its organisational documents, by laws or other
                governing documents or judgement, decree or order or any
                statute, rule, regulation applicable to it;

        (d)     no litigation, arbitration or administrative proceedings are
                pending or threatened against it, and no claim has been made
                against it which is likely to have an adverse effect on the
                enforceability, performance of or compliance with its
                obligations under this Agreement;

        (e)     the Sale Shares are and will at Completion be fully paid up and
                constitute 40% of the issued share capital of the Company;

        (f)     there is no option, pre-emption rights or other rights to
                acquire and no encumbrance or charge of any nature on, over or
                affecting such Sale Shares or the Loan, and there is no
                agreement or commitment to give or create any of the foregoing
                nor have any claims been made by any person entitled or claiming
                to be entitled to any of the foregoing; and

        (g)     Essar being, as at the Completion Date the legal and beneficial
                owner of the Sale Shares and the Loan, is and will be at
                Completion entitled to sell and transfer the Sale Shares and the
                Loan and pass full legal and beneficial ownership thereof to
                HTI-BVI free from any encumbrance or charge of any nature
                whatsoever in accordance with the terms of this Agreement.

6.2     REPRESENTATIONS AND WARRANTIES OF HTI-BVI

        HTI-BVI hereby represents and warrants to Essar, that:

        (a)     it is a company duly incorporated and validly existing under the
                laws of its country of incorporation and has corporate power to
                own its assets, conduct its business as presently conducted and
                to enter into, and perform its obligations under this Agreement;

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                                                                   Exhibit 10.30

        (b)     this Agreement has been duly authorised and executed by it and
                constitutes its valid and legally binding obligation,
                enforceable in accordance with its terms, except as the
                enforceability may be limited by bankruptcy, insolvency,
                reorganisation, moratorium or similar laws affecting creditors'
                rights generally or the application of general principles of
                equity;

        (c)     neither the execution or performance of this Agreement nor the
                compliance with its terms, will conflict with or result in a
                breach of any of the terms, conditions or provisions of, or
                constitute a default or require any consent under-any indenture,
                mortgage, agreement or other instrument to which HTI-BVI is a
                party or by which it is bound, or violate any of the terms or
                provisions of its organisational documents, by laws or other
                governing documents or judgement, decree or order or any
                statute, rule, regulation applicable to it;

        (d)     no litigation, arbitration or administrative proceedings are
                pending or threatened against it, and no claim has been made
                against it which is likely to have an adverse effect on the
                enforceability, performance of or compliance with its
                obligations under this Agreement;

        (e)     it has full power and authority to issue the HTIL Promissory
                Note and the same is valid and enforceable. Essar may not assign
                or transfer all or any of its rights and benefits in respect of
                the HTIL Promissory Note to any person except Hutchison
                Telecommunications (India) Limited without the consent from
                HTI-BVI, by endorsement and delivery.

7.      MISCELLANEOUS

7.1     NOTICES

        (a)     All notices or other communications to be given under this
                Agreement, shall be in writing and shall either be personally
                delivered or sent by registered post, courier, telex or
                facsimile transmission and shall be addressed for the attention
                of the persons addressed below:

        If to HTI-BVI:

        Address:                     PO Box 957, Offshore Incorporations Centre,
                                     Road Town,
                                     Tortola, British Virgin Islands

        Fax:                         284-494-5132

        With a copy to :             Hutchison Whampoa limited
                                     22nd /F 10 Harcourt Road
                                     Hong Kong

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                                                                   Exhibit 10.30

        Fax Number:                  (852) 2128 1778

        Attention:                   Head Group General Counsel

        If to Essar:

        Address:                     10, Frere Felix de Valois Street
                                     Port Louis, Mauritius

        Fax Number:                  (9714) 8817 281

        marked for the attention of: Mr.Mohanan Anivath

        With a copy to :             Essar Teleholdings Limited
                                     Essar House
                                     Mahalaxmi
                                     Mumbai, India

        Fax Number:                  (9122) 2495 5833

        Attention:                   Mr.Vikash Saraf

        (b)     Any Party may, by notice, change the address to which such
                notices and communication are to be delivered or transmitted.

        (c)     A notice shall be deemed to have been served as follows:

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

                (ii)    if sent by registered post or courier, at the time of
                        delivery thereof to the person receiving the same; or

                (iii)   if sent by facsimile transmission, in the absence of any
                        indication that the facsimile transmission was distorted
                        or garbled, at the time of production of a transmission
                        report by the machine from which the facsimile was sent,
                        which indicates that the facsimile was sent in its
                        entirety to the facsimile number of the recipient
                        notified for the purposes of this Clause 7.

7.2     NO WAIVER

        No waiver of any provision of this Agreement, nor consent to any
        departure from it by any Party, is effective unless it is in writing. A
        waiver or consent will be effective only for the purpose for which it
        was given. No default of delay on the part of any Party, in exercising
        any rights, powers or privileges operates as a waiver of any right, nor
        does a single or partial exercise of a right preclude any exercise of
        other rights, powers or privileges. The remedies

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                                                                   Exhibit 10.30

        herein provided are cumulative and not exclusive of any remedies
        provided by law.

7.3     AMENDMENT

        No amendment, variation, alteration or modification of this Agreement
        shall be effective, unless made in writing and signed by all the Parties
        to this Agreement.

7.4     ASSIGNMENT

        No Party shall assign or transfer or purport to assign or transfer any
        of its rights or obligations under this Agreement, without the prior
        written consent of the other Party.

7.5     GOVERNING LAW

        This Agreement shall be governed by and construed in accordance with the
        laws of Hong Kong.

7.6     SEVERABILITY

        If any provision of this Agreement, or any part thereof, is declared or
        held to be invalid, illegal or unenforceable in any respect under
        applicable law, such invalidity, illegality or unenforceability shall
        not invalidate this entire Agreement. In that case, this Agreement shall
        be construed, so as to limit any term or provision, so as to make it
        enforceable or valid within the requirements of applicable law, and, in
        the event that such term or provision cannot be so limited, this
        Agreement shall be construed to omit such invalid, illegal or
        unenforceable provision.

7.7     NO THIRD PARTY BENEFICIARY

        Nothing expressed or mentioned in this Agreement is intended or will be
        construed to give any person other than the Parties and their permitted
        assigns and successors, any legal or equitable right, remedy or claim
        under or in respect of this Agreement or any provisions contained in it.

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                                                                   Exhibit 10.30

7.8     Counterparts

        This Agreement is executed in counterparts, by each of the Parties, and
        each of the counterparts shall, constitute an original, but all of them
        shall constitute only one document.


IN WITNESS WHEREOF, the parties have entered into this Agreement, the day and
year first above written.

ESSAR TELECOM INDIA HOLDINGS LIMITED


By: /s/ Neeraj Gupta
Name: Neeraj Gupta
Title: Authorised signatory


HTI (BVI) HOLDINGS LIMITED


By:  /s/  Ting Chan
Name: Ting Chan
Title: Director

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                                                                   Exhibit 10.30

                                SCHEDULE 1
                                PROMISSORY NOTE

    July  2004

To:
ESSAR TELECOM INDIA HOLDINGS LIMITED
10, Frere Felix de Valois Street,
Port Louis,
Mauritius

ON DEMAND, We, HTI (BVI) Holdings Limited (the "Maker") unconditionally promise
to pay the Payee at its registered office located at 10, Frere Felix de Valois
Street, Port Louis, Mauritius or at such other place as Payee may designate, the
principal sum of US$76,633,333.

The Maker does hereby acknowledge that time is of the essence hereof, and
unconditionally promises, that for any principal sum due under this Note, if not
received by Payee within Three (3) business days after the date Payee makes
demand for payment of such sum, the Maker shall pay, in addition to the amount
of such sum, a late payment charge of 10% percent per annum (Ten percent per
annum) until realization.

FOR HTI (BVI) HOLDINGS LIMITED


Authorized Signatory

Witness :

______________________________

Name  : ______________________

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