0001204459-04-000294 Sample Contracts

EQUITY AGREEMENT
Equity Agreement • May 19th, 2004 • Mobifon Holdings Bv • Radiotelephone communications • New York

The Company is the direct or indirect Subsidiary of each of the Parent Companies. As of the date hereof, each of the Parent Companies holds all of its Equity Interests in MobiFon, a Romanian corporation ("MobiFon"), through the Company. For so long as any of the Notes are outstanding, if any of the Parent Companies acquires Beneficial Ownership of any Equity Interests in MobiFon and the Company is not the direct and record holder of such Equity Interests, such Parent Company will, within 20 days (or such longer period as may be required under Section 4 of the Contract of Association of MobiFon., as in effect on the date hereof, to give effect to the rights of first refusal contained therein) of acquisition of Beneficial Ownership of such Equity Interests, transfer, or cause to be transferred, such Equity Interests to the Company, and the Company will become the direct and record holder of such Equity Interests. Such transfer may be accomplished through (a) a capital contribution, (b)

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PROMISSORY NOTE ("Schuldbekentenis")
Promissory Note • May 19th, 2004 • Mobifon Holdings Bv • Radiotelephone communications

Telesystem International Wireless, Inc., a public company incorporated under the laws of Canada, with its principal offices located Montreal, Canada, hereinafter referred to as "Payee";

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