Dated 24 September 2004


                           HTI (1993) Holdings Limited
             (a company incorporated in the British Virgin Islands)


                         Hutchison Telecom (BVI) Limited
             (a company incorporated in the British Virgin Islands)


                            Hutchison Whampoa Limited
                      (a company incorporated in Hong Kong)


                           ETH PASS THROUGH AGREEMENT


[GRAPHIC OMITTED]

10th Floor, Alexandra House
Chater Road
Hong Kong

Telephone (852) 2842 4888
Facsimile (852) 2810 8133/2810 1695

Ref L-069967

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This Agreement is made on 24 September 2004 between

(1)     HTI (1993) HOLDINGS LIMITED, formerly named Hutchison Telecommunications
        International Limited, a company incorporated in the British Virgin
        Islands ("Transferor");

(2)     HUTCHISON TELECOM (BVI) LIMITED, a company incorporated in the British
        Virgin Islands ("Transferee"); and

(3)     HUTCHISON WHAMPOA LIMITED, a company incorporated in Hong Kong ("HWL").

BACKGROUND
(A)     The Transferor wishes to pass through to the Transferee the benefit of
        all of the Relevant Termsheet Rights and the burden of all of the
        Relevant Termsheet Obligations.

(B)     The Transferee has agreed to accept the benefit of all of the Relevant
        Termsheet Rights and the burden of all of the Relevant Termsheet
        Obligations.

(C)     The Transferor and the Transferee have entered into this Agreement to
        set out the terms of the pass through of such Relevant Termsheet Rights
        and Relevant Termsheet Obligations.

(D)     Pursuant to its obligations under the Termsheet, the Transferor has
        procured the provision by HWL of the Guarantees.

(E)     The Transferee has agreed to indemnify HWL against any loss it may incur
        as a result of it being obliged to make any payment under the
        Guarantees.

(F)     As consideration for the Transferee agreeing to indemnify HWL against
        losses incurred under the Guarantees, HWL has agreed to pass on to the
        Transferee the benefit of the Subrogation Agreement Rights.

1       DEFINITIONS AND INTERPRETATION

1.1     Definitions: In this Agreement, the words and expressions set out below
        shall, unless the context otherwise requires, have the meanings
        attributed to them below:

        "Agreement" means this agreement including the Schedule hereto, as the
        same may be amended or supplemented from time to time.

        "BL" means Bayerische Landesbank, Hong Kong Branch.

        "BL Facility Agreement" means the US$36,200,000 standby letter of credit
        facility agreement dated 16 December 2003 between BL and ETH.

        "BL Guarantee" means the guarantee dated 19 December 2003 issued by HWL
        in favour of BL in relation to the BL Facility Agreement.

        "BL Subrogation Agreement" means the subrogation agreement dated 19
        December 2003 between ETH, GE Capital Services India Limited, BL and
        HWL.

        "CL" means CALYON, Hong Kong Branch.

        "CL Facility Agreement" means the US$217,000,000 standby letter of
        credit facility agreement dated 25 June 2004 between CL and ETH.

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        "CL Guarantee" means the guarantee dated 25 June 2004 issued by HWL in
        favour of CL in relation to the CL Facility Agreement.

        "CL Subrogation Agreement" means the subrogation agreement dated 25 June
        2004 between ETH, GE Capital Services India Limited, CL and HWL.

        "Confidential Information" has the meaning set out in Clause 9.1.

        "Effective Date" has the meaning set out in Clause 2.2.

        "ETH" means Essar Teleholdings Limited.

        "Facility Agreements" means the BL Facility Agreement and the CL
        Facility Agreement.

        "Guarantee" means the BL Guarantee and the CL Guarantee.

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

        "Listings" means the listing of securities in Hutchison
        Telecommunications International Limited, a company incorporated in the
        Cayman Islands, on the Stock Exchange of Hong Kong and/or the New York
        Stock Exchange.

        "New York Stock Exchange" means New York Stock Exchange, Inc.

        "Relevant Termsheet Obligations" means the obligations of the Transferor
        under the Termsheet which have not expired or been satisfied as at the
        date of this Agreement, the principal terms of which are set out in the
        Schedule.

        "Relevant Termsheet Rights" means the rights, title, interest and
        benefit of the Transferor accruing under the Termsheet from the date of
        this Agreement, including all claims, proceeds of any claims, awards,
        judgments and all moneys which may at any time be paid or become payable
        to the Transferor under or in respect of the Termsheet, the principal
        terms of which are set out in the Schedule.

        "SEC" means the US Securities and Exchange Commission.

        "SFC" means the Securities and Futures Commission in Hong Kong.

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

        "Subrogation Agreements" means the BL Subrogation Agreement and the CL
        Subrogation Agreement.

        "Subrogation Agreement Rights" means the rights of HWL against ETH under
        the Subrogation Agreements.

        "Termsheet" means the termsheet dated 5 July 2003 between the
        Transferor, ETH and Usha Martin Telematics Limited.

1.2     CONSTRUCTION

        1.2.1   Any reference in this Agreement to:

                (i)     a "Clause" or a "Schedule" is a reference to a Clause or
                        Schedule of this Agreement.

                (ii)    "law" includes common or customary law and any
                        constitution, decree, judgment, legislation, order,
                        ordinance, regulation, statute, treaty or other

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                        legislative measure, in each case wherever made (and
                        "lawful" shall be construed accordingly).

                (iii)   a "person" includes any person, firm, company,
                        corporation, government state or agency of a state or
                        any association, trust or partnership (whether or not
                        having separate legal personality) or two or more of the
                        foregoing;

                (iv)    a "regulation" includes any regulation, rule, official
                        directive, request or guideline (whether or not having
                        the force of law) of any governmental, intergovernmental
                        or supranational body, agency, department or regulatory,
                        self-regulatory or other authority or organisation.

        1.2.2   Clause headings are for ease of reference only.

2       EFFECTIVE DATE

2.1     Subject to Clause 2.2, this Agreement shall become effective from the
        date it is signed by all the parties.

2.2     Clauses 3 to 8 (inclusive) shall only become effective upon the first
        date (the "Effective Date") upon which all of the following events have
        occurred:

        2.2.1   this Agreement has been validly signed by all the parties; and

        2.2.2   the Listings.

3       NOVATION OF TERMSHEET

3.1     CONSENT TO NOVATION

        If instructed by the Transferee in writing, the Transferor shall take
        such action as the Transferee may reasonably request and shall use
        reasonable endeavours to procure the agreement of all counterparties to
        the Termsheet to the novation of the Termsheet in favour of the
        Transferee and the substitution of the Transferee for the Transferor as
        a party to the Termsheet.

3.2     EXECUTION OF DOCUMENTS

        If all relevant counterparties consent to a novation pursuant to Clause
        3.1 (Consent to novation) above, the Transferor and the Transferee shall
        execute such documentation as is necessary so as to effect that
        novation.

4       PASS THROUGH OF RELEVANT TERMSHEET RIGHTS AND RELEVANT TERMSHEET
        OBLIGATIONS

        Prior to the novation of the Termsheet pursuant to Clause 3.2 (Execution
        of documents) above:

4.1     the Transferee shall (insofar as it may lawfully do so) perform the
        Relevant Termsheet Obligations or take such action as is necessary to
        enable the Transferor to perform the Relevant Termsheet Obligations;

4.2     the Transferor shall (insofar as it may lawfully do so and provided it
        is reasonable and practicable to do so) act under the direction of the
        Transferee in all matters relating to the Termsheet;

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4.3     the Transferor shall co-operate in any reasonable arrangements proposed
        by the Transferee designed to enable the Transferee to enjoy the benefit
        of the Relevant Termsheet Rights, including enforcement, at the cost of
        and for the account of the Transferee, of all rights of the Transferor
        against the other parties to the Termsheet; and

4.4     the Transferor shall hold the Relevant Termsheet Rights on trust for the
        Transferee absolutely and shall account to the Transferee for any sums
        or other benefits received by the Transferor in relation to the
        Termsheet immediately upon identification that such sums or benefits are
        due to the Transferee.

5       FORM OF DOCUMENTS

5.1     The Transferor represents to the Transferee that the contents of the
        Schedule represent a fair and accurate summary of the principal terms of
        the Relevant Termsheet Rights and the Relevant Termsheet Obligations as
        at the date of this Agreement.

5.2     The Transferor covenants in favour of the Transferee that it shall not
        agree to any amendment to (including, without limitation, any waiver or
        forbearance of) the Termsheet, the Relevant Termsheet Rights or the
        Relevant Termsheet Obligations without the prior written consent of the
        Transferee, such consent not to be unreasonably withheld or delayed.

5.3     HWL represents to the Transferee that the copies of the Subrogation
        Agreements and the Facility Agreements provided by HWL to the Transferee
        on or before the date of this Agreement are true and up to date copies
        as at the date of this Agreement.

5.4     HWL covenants in favour of the Transferee that it shall not agree to any
        amendment to (including, without limitation, any waiver or forbearance
        of) the Subrogation Agreements or the Facility Agreements without the
        prior written consent of the Transferee, such consent not to be
        unreasonably withheld or delayed.

6       INDEMNITIES IN RELATION TO GUARANTEES

6.1     For valuable consideration, the sufficiency of which the Transferee
        hereby acknowledges, the Transferee unconditionally and irrevocably
        agrees to indemnify HWL against any and all payments, actions, claims,
        demands, suits, proceedings, losses, liabilities, damages, penalties,
        costs, charges and expenses of whatever nature which may result or which
        it may sustain, suffer or incur in connection with or arising in any way
        whatsoever out of its acting as guarantor under a Guarantee, and to pay
        to HWL forthwith on demand all moneys and liabilities whatsoever which
        may from time to time be claimed or demanded from HWL or which it shall
        pay or become liable to pay or sustain, suffer or incur under or by
        reason of or in connection with the relevant Guarantee.

6.2     HWL is hereby further irrevocably authorised and empowered to pay
        immediately any amounts demanded from HWL or which HWL from time to time
        becomes liable to pay under or by reason of or in connection with a
        Guarantee without any reference to or further authority from the
        Transferee. Any request or demand received by HWL in connection with a
        Guarantee shall constitute conclusive evidence as between the Transferee
        and HWL that HWL's liability under that Guarantee has accrued and shall
        constitute conclusive authority by the Transferee to HWL for making any
        payment requested or demanded. The Transferee shall be bound and liable
        to HWL therefore and HWL shall be at liberty to make such payment
        without being under any duty to enquire whether any request or demand on
        HWL has been properly made, irrespective of notice or knowledge of
        dispute or denial of

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        the validity of any such request or demand, and the Transferee shall not
        be entitled to deny or challenge HWL's authority in the making of such
        payment nor to set up any defence of any nature whatsoever.

7       PASS THROUGH OF SUBROGATION AGREEMENT RIGHTS

        Provided the Transferee has indemnified HWL and paid to HWL all amounts
        demanded by HWL in each case under Clause 6 above, HWL agrees that it
        shall:

7.1     insofar as it may lawfully do so and provided it is reasonable and
        practicable to do so, act under the direction of the Transferee in all
        matters relating to the Subrogation Agreements;

7.2     co-operate in any reasonable arrangements proposed by the Transferee
        designed to enable the Transferee to enjoy the benefit of the
        Subrogation Agreement Rights, including enforcement, at the cost of and
        for the account of the Transferee, of all rights of HWL against the
        other parties to the Subrogation Agreements; and

7.3     hold the Subrogation Agreement Rights on trust for the Transferee
        absolutely and shall account to the Transferee for any sums or other
        benefits received by HWL in relation to the Subrogation Agreements
        immediately upon identification that such sums or benefits are due to
        the Transferee.

8       FURTHER INDEMNITIES

8.1     HWL agrees to indemnify the Transferee for any loss, cost or expense
        incurred by the Transferee as a result of a breach by HWL of its
        obligations under this Agreement, except to the extent that the
        Transferee incurs such loss, cost or expense as a result of its gross
        negligence or wilful misconduct.

8.2     The Transferee agrees to indemnify HWL for any loss, cost or expense
        incurred by HWL in the performance of its obligations under this
        Agreement, except to the extent that HWL incurs such loss, cost or
        expense as a result of a breach by HWL of its obligations under this
        Agreement or HWL's gross negligence or wilful misconduct.

8.3     The Transferee agrees to indemnify the Transferor for any loss, cost or
        expense incurred by the Transferor in relation to the Termsheet and/or
        in the performance of its obligations under this Agreement, except to
        the extent that the Transferor incurs such loss, cost or expense as a
        result of a breach by the Transferor of its obligations under this
        Agreement or the Transferor's gross negligence or wilful misconduct.

8.4     The Transferor agrees to indemnify the Transferee for any loss, cost or
        expense incurred by the Transferee as a result of a breach by the
        Transferor of its obligations under this Agreement, except to the extent
        that the Transferee incurs such loss, cost or expense as a result of its
        gross negligence or wilful misconduct.

9       CONFIDENTIALITY

9.1     Each party undertakes that it shall not reveal, and shall cause its
        directors, senior executives, employees and agents not to reveal, to any
        third party any information concerning the transactions contemplated
        hereunder and/or the contents hereof (collectively, "Confidential
        Information") without the prior written approval of the other parties
        hereto, except in respect of any disclosure made in any public offering
        document in connection with the Listings.

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9.2     Nothing in this Clause shall prevent a party hereto from using or
        disclosing any Confidential Information which (a) is already known by
        such party at the time it is disclosed to it; (b) has been rightfully
        received by such party from a third party without a breach of an
        obligation of confidentiality; (c) is in the public domain through no
        wrongful act of such party; (d) is independently developed by such party
        without use, directly or indirectly, of the Confidential Information; or
        (e) subject to Clauses 9.3 to 9.5 below, is required to be disclosed by
        applicable law, regulation or legal process or by judicial order.

9.3     Notwithstanding anything contained in this Agreement, each party
        acknowledges and agrees that the other parties may be required by law or
        any competent regulatory body (including but without limitation the
        Stock Exchange of Hong Kong, the SFC, the New York Stock Exchange and
        the SEC) to issue time sensitive and urgent announcements relating to
        this Agreement or matters contemplated under this Agreement. Each party
        may, if and when the time frame prescribed by the relevant competent
        regulatory body does not reasonably and practically allow the seeking of
        consent of the other parties, issue such time sensitive and urgent
        announcements without the consent of the other parties but shall procure
        to be provided to the other parties drafts of such time sensitive and/or
        urgent announcements, and shall consider in good faith any comments
        provided to it by the other parties to the extent reasonably practicable
        within the time frame stipulated by the relevant competent regulatory
        body.

9.4     Subject to Clause 9.3 above, each party acknowledges and agrees that the
        other party may make announcements (save and except those referred to in
        Clause 9.3) and/or press releases relating to this Agreement or matters
        contemplated under this Agreement on or after the date of this
        Agreement, provided that the contents of such announcement or press
        release are agreed and approved prior to its issuance by the other party
        (which approval shall not be unreasonably withheld or delayed and shall
        be given as soon as practicable). Each party shall procure to be
        provided to the other parties each draft of such relevant announcement
        or press release and if the other parties do not revert to the other
        parties within a reasonable period of time from the receipt of the
        aforesaid announcement or press release, such party shall be deemed to
        have approved the contents of the said announcement or press release for
        the above purpose.

9.5     For the avoidance of doubt and notwithstanding anything contained
        herein, any circular required to be issued and dispatched by a party to
        this Agreement by law or any competent regulatory body (including but
        without limitation the Stock Exchange of Hong Kong, the SFC, the New
        York Stock Exchange and the SEC) to the extent it relates to the
        involvement of the other parties under this Agreement are subject to the
        other parties' prior approval, such approval shall not be unreasonably
        withheld or delayed and shall be given as soon as practicable.

10      COSTS AND EXPENSES

        Each party shall bear its own costs and expenses in connection with its
        entry into this Agreement.

11      PARTIAL INVALIDITY

        If, at any time, any provision of this Agreement is or becomes illegal,
        invalid or unenforceable in any respect under any law of any
        jurisdiction, neither the legality, validity or enforceability of the
        remaining provisions nor the legality, validity or enforceability of

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        such provision under the law of any other jurisdiction will in any way
        be affected or impaired.

12      REMEDIES AND WAIVERS

        No failure to exercise, nor any delay in exercising, on the part of any
        party, any right or remedy under this Agreement shall operate as a
        waiver, nor shall any single or partial exercise of any right or remedy
        prevent any further or other exercise or the exercise of any other right
        or remedy. The rights and remedies provided in this Agreement are
        cumulative and not exclusive of any rights or remedies provided by law.

13      ENTIRE AGREEMENT

13.1    This Agreement sets out the entire agreement and understanding between
        the parties with respect to the subject matter of it.

13.2    Neither of the parties has relied on or has been induced to enter into
        this Agreement in reliance on any representation, warranty or
        undertaking which is not set out in this Agreement.

14      COUNTERPARTS

        This Agreement may be executed in any number of counterparts, and this
        has the same effect as if the signatures on the counterparts were on a
        single copy of the Agreement.

15      NOTICES

15.1    Delivery: Any notice or other communication required to be given by one
        party to another party under this Agreement shall be in writing and
        shall be deemed to have been delivered if sent to the recipient at the
        address or fax number specified in the signature pages of this
        Agreement, marked for the attention of the person(s) specified or such
        other address or fax number or such other person(s) as may be notified
        to the other parties to this Agreement in writing by the recipient.

15.2    Deemed Delivery: Any notice or demand sent by post as provided in this
        Clause shall be deemed to have been given, made or served three (3) days
        (in the case of inland post) or seven (7) business days (in the case of
        overseas post) after despatch, any notice sent by courier as provided in
        this Clause shall be deemed to have been given, made or served at the
        time of delivery and any notice sent by fax as provided in this Clause
        shall be deemed to have been given, made or served 24 hours after
        despatch and receipt of confirmation of error-free transmission (if such
        fax is received during business hours and, if not, on the next business
        day in the place of receipt).

15.3    Language: Each communication and document made or delivered by one party
        to another pursuant to this Agreement shall be in the English language.

16      GOVERNING LAW & Jurisdiction

16.1    Governing Law: This Agreement shall be construed and interpreted in
        accordance with the laws of Hong Kong.

16.2    Jurisdiction: Each party to this Agreement irrevocably agrees that the
        courts of Hong Kong shall have non-exclusive jurisdiction to hear and
        determine any suit, action or

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        proceeding, and to settle any disputes, which may arise out of or in
        connection with this Agreement ("Proceedings") and, for such purposes,
        irrevocably submits to the non-exclusive jurisdiction of such courts.

16.3    Waiver of Objection: Each party to this Agreement irrevocably waives any
        objection to the courts of Hong Kong being nominated as the forum to
        hear and determine any suit, action or proceeding, and to settle any
        disputes, which may arise out of or in connection with this Agreement.

16.4    SERVICE OF PROCESS:

        16.4.1  Each party irrevocably consents to any process in any
                Proceedings anywhere being served by mailing a copy by post to
                it in accordance with Clause 15 (Notices). Such service shall
                become effective 30 days after mailing.

        16.4.2  Nothing shall affect the right to serve process in any other
                manner permitted by law.

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In witness whereof the parties or their authorised representatives have set
their hands the day and year first above written.

HTI (1993) HOLDINGS LIMITED                                  /s/ Susan Chow

By: Susan Chow


Address:   22/F, Hutchison House, 10 Harcourt Road, Hong Kong

Fax No:    +852 2128 1778

Attention: Company Secretary


HUTCHISON TELECOM (BVI) LIMITED                              /s/  Susan Chow

By: Susan Chow


Address:   18/F, Two HarbourFront, 22 Tak Fung Street, Hunghom, Kowloon,
           Hong Kong

Fax No:    +852 2827 1393

Attention: Company Secretary


HUTCHISON WHAMPOA LIMITED                                    /s/  Dominic Lai

By: Dominic Lai


Address:   22/F, Hutchison House, 10 Harcourt Road, Hong Kong

Fax No:    +852 2128 1778

Attention: Company Secretary

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                                    SCHEDULE

Parties         Essar Teleholdings Limited ("ETH");
                Hutchison Telecommunications International Limited ("HTIL"); and
                Usha Martin Telematics Limited ("Telematics")

Background      A.      The parties, either directly or through subsidiaries,
                        are parties to a shareholders agreement dated 2 May 2000
                        ("HETL Shareholders Agreement") for cellular mobile
                        services in Delhi operating under Hutchison Essar
                        Telecom Ltd. ("HETL ") and have entered into a term
                        sheet in June 2001 (4th Licence Term Sheet") for
                        Hutchison Essar South Limited ("HESL"), the joint
                        venture vehicle holding cellular mobile licences in
                        Karnataka, Andhra Pradesh and Chennai .
                B.      The parties recognise that ETH has been transferred
                        certain rights of first refusal in respect of HTIL's
                        existing partners interests in Hutchison Max Telecom
                        Private Limited ("HMTL") pursuant to a letter of
                        intention of ongoing relationship of 2 May 2002.
                C.      HTIL together with Telematics and IndusInd Telecom
                        Network Limited, own all the issued share capital in
                        Fascel Limited ("Fascel"), a cellular mobile licence
                        holder for Gujarat.
                D.      HTIL and Telematics own all the issued share capital in
                        Hutchison Telecom East Limited ("HTEL"), a cellular
                        mobile licence holder in Calcutta.
                E.      ETH owns or controls all the issued share capital in
                        Aircel Digilink India Limited ("ADIL"), a cellular
                        mobile licence holder for Haryana, Uttar Pradesh East
                        and Rajasthan.
                F.      HESL has entered into an agreement to purchase a
                        cellular mobile licence for Punjab (the "Punjab
                        Licence")
                G.      It is the intention of the parties to consolidate the
                        above cellular operations on the basis of this term
                        sheet.

Structure       Stage 1 - Consolidation
                The parties agree to combine the operations of HMTL, HETL, HESL
                (including the Punjab Licence), Fascel, HTEL and ADIL
                ("Operating Companies"), by way of transfer of their shares in
                the Operating Companies to an Indian holding company ("HoldCo")
                in return for shares in HoldCo.
                The parties shall use their best endeavours to procure the other
                shareholders of the Operating Companies transfer their shares to
                HoldCo and take shares in HoldCo on the same terms as those
                offered to the parties.

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                In the event that the parties are unable to procure such
                shareholders to participate in the consolidation then: (i) the
                consolidation will take place with those shareholders that are
                willing to transfer their shares to HoldCo; and
                (ii) the exact structure of HoldCo's ownership will be reviewed
                to ensure that there is no breach of India's sectoral cap on
                foreign holdings in telecommunications and if such a breach
                could be a possibility then the parties shall agree suitable
                variations to HoldCo's ownership structure to ensure compliance
                with the sectoral cap and protect the interest of the parties as
                equitably as possible.
                The valuation of such transfers and the amount of shares to be
                issued by HoldCo will be as per the agreed valuation
                ("Valuation"). The date for Valuation shall be 31 December 2002
                and the Valuation shall be based on 31 December 2002 accounts.

                STAGE 2- IPO

                It is the intention of the parties, subject to commercial
                factors and prevailing market conditions to undertake an IPO of
                HoldCo's shares on or before 31 December 2004.

                STAGE 3 - MERGER

                Subject to advice from the investment banking advisors of the
                parties, it is believed that the optimal structure for HoldCo
                and its subsidiaries will be a single entity formed by the
                merger of the subsidiaries into HoldCo by way of Indian court
                approved scheme of arrangement. The decision regarding when to
                undertake such a merger will be taken by the parties in due
                course.

ADIL Interim    HTIL and Telematics shall, on the date of the transfer of ADIL
Measures        shares to HTEL, immediately procure the appointment of 3 of the
                9 directors on the HTEL board to be ETH nominees and obtain the
                approval of all HTEL shareholders to the above. From the date of
                appointment of the ETH directors to the HTEL board, the
                operations and management of HTEL and ADIL shall be governed by
                the same provisions as those contained in the HETL Shareholders
                Agreement.
                The parties acknowledge that the valuation for ADIL excludes the
                refund of licence fees that ADIL will receive from the DoT as a
                result of the 6 month extension of "Effective Date" and the
                Supreme Court decision dated 4th March 2003. The parties have
                agreed that such refund will be deemed to be an asset of

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                ETH and not ADIL and upon receipt of such refund by ADIL it
                shall be paid to ETH.

Options         1. HMTL
                ETH has the option ("HMTL Option"), if HTIL's joint venture
                partners (Distacom in Hutchison Telecommunications (India)
                Limited, Caymans and Max Televentures in HMTL) wish to sell
                their respective stakes in HMTL, to purchase such stakes from
                HTIL or have HTIL waive its rights of first refusal, if ETH
                agrees to purchase direct.

                In consideration of the HMTL Option and upon completion of such
                purchase by ETH or any third party nominated by ETH, ETH shall
                waive its rights under clause 8 (b) (ii) of the HETL
                Shareholders Agreement to have a deemed equal equity valuation
                for HETL and HMTL for the purpose of consolidation.
                The parties have agreed the shareholding percentage of HoldCo to
                be transferred to ETH because of the deemed equal valuation( the
                "Equal Valuation Stake"). In the event that ETH exercises the
                HMTL Option, or part thereof, ETH shall simultaneously transfer
                to HTIL or its nominee shares equivalent to the Equal Valuation
                Stake (or 2/3rds of the Equal Valuation Stake if the HMTL Option
                is exercised only in respect of Distacom or 1/3rd of the Equal
                Valuation Stake if the HMTL Option is exercised only in respect
                of Max India).

                2. PUNJAB LICENCE
                US$40 million will be required as equity contribution. HTIL and
                ETH agree to contribute US$30 million and US$10 million
                respectively within 3 months of the completion date of such
                purchase ("Subscription Expiry Date"). The parties acknowledge
                that the valuation of HESL (and accordingly, the parties' stakes
                in HoldCo) is on the basis that the above equity will be
                contributed and have calculated their shareholdings in HoldCo
                accordingly.
                In the event that ETH does not contribute its required equity by
                the Subscription Expiry Date, then HTIL has the option to
                contribute ETH's share within 30 days of the Subscription Expiry
                Date in resturn for an agreed percentage in HoldCo.
                If ETH does not make its equity contribution and HTIL does not
                exercise its option to contribute ETH's share within 30 days of
                the Subscription Expiry Date, HoldCo shall, at its discretion,
                either cancel, buy back or transfer to any other shareholder of
                HoldCo, the percentage of the issued share

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                capital of HoldCo held by ETH which HTIL had the option to
                acquire.

                3. OTHER OPPORTUNITIES
                The parties agree that if any of them become aware of
                opportunities to purchase any company holding a cellular mobile
                licence in India, they will first offer such opportunity to
                HoldCo. HoldCo shall have 20 days from the date of such offer to
                confirm whether it wishes to pursue such opportunity. If the
                Parties do agree to pursue such opportunity, they shall ensure
                such purchase is carried out by HoldCo .
                The costs of such purchase and development of the business
                (including rollout of any network required) will be borne by the
                parties, by subscribing to further equity in HoldCo to be valued
                at fair market value, pro rata to their shareholding in HoldCo
                on a debt/equity ratio to be agreed, or failing agreement a
                ratio of 1:1.
                If any of the parties (or any other shareholder of HoldCo ) does
                not contribute its share of the equity required for such
                purchase and/or development, then such party (or shareholder)
                will be diluted accordingly as per the provisions applicable to
                any pro rata share issue in respect of HoldCo.
                It is agreed that HoldCo may only pursue such other
                opportunities with unanimous consent of the parties

Independent     Independent Valuation
Valuations      Where an independent valuation is required the value of each
                business or company will be determined by an average of the two
                valuations provided by the overseas offices of globally
                recognised investment banking firms, one firm to be appointed by
                ETH and one firm to be appointed by HTIL.

Shareholders    1.      The Shareholders Agreement for HoldCo, post
Agreements              consolidation but pre IPO to be broadly the same as the
                        HETL Shareholders Agreement but will terminate on IPO.
                        Agreement will include (i) right to nominate directors
                        in proportion to the beneficial shareholding (ii) HTIL
                        to nominate the Chairman of the Board from amongst its
                        nominees and ETH to nominate the Vice-Chairman of the
                        Board from amongst its nominees (iii) HTIL to have
                        certain management rights, including in particular, the
                        right to nominate Chief Executive Officer (provided that
                        prior to any nomination ETH shall be consulted), Chief

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                        Financial Officer, Chief Commercial Officer, Chief
                        Marketing Officer and Chief Technical Officer for all
                        operations; A relationship agreement, reflecting the
                        listed nature of HoldCo and modifying the shareholders
                        agreement accordingly will be entered into at the time
                        of IPO and concurrent with the termination of the
                        Shareholders Agreement.

                2.      Rights of First Refusal: ETH shall grant HTIL ROFR over
                        any sale of its shares in HoldCo on substantially the
                        same terms as those contained in the HETL Shareholders'
                        Agreement;

                3.      HTIL shall grant ETH ROFR (on substantially the same
                        terms as those contained in the HETL Shareholders'
                        Agreement) over a sale of its shares in HoldCo if such
                        sale:

                                (a)     results in HTIL and any of its
                                        associated companies holding, in
                                        aggregate, directly or indirectly, less
                                        than 40% of the issued share capital of
                                        HoldCo; and

                                (b)     is to a company or consortium which has
                                        any of the Indian business groups set
                                        out below holding a 10% or more
                                        interest:
                                        (i)     The Reliance Group of Companies;
                                        (ii)    The Bharti Group of Companies;
                                        (iii)   The Tata Group of Companies

                4.      Tag Along: HTIL will grant ETH Tag Along rights in
                        respect ETH's shareholding in HoldCo if HTIL or any of
                        its associated companies sells its stake, or part
                        thereof, in HoldCo and such sale results in HTIL and any
                        of its associated companies holding, in aggregate,
                        directly or indirectly, less than 40% of the issued
                        share capital of HoldCo;

                5.      Decisions of the Board and of shareholders to be by
                simple majority subject to certain decisions as set out below
                which require consent of all shareholders holding more than 10%
                of the issued share capital of HoldCo on the terms indicated
                therein:

                (i)     Approval of the annual business and operating plan,
                        which shall include the business and operating plans for
                        each of the operating subsidiaries (the

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                        "Subsidiaries"). If approval is not granted, HoldCo
                        shall conduct its business in accordance with the
                        previous business and operating plan adjusted for any
                        changes in the consumer price index over the relevant
                        year until such time as a new business and operating
                        plan has been approved;
                (ii)    Mergers, consolidation and acquisition of another
                        company/business;
                (iii)   Entry into a new business; (iv) Sale of all or a
                        substantial part of the business/assets of HoldCo or any
                        of the Subsidiaries;
                (v)     Transactions between HoldCo or any of its subsidiaries
                        and any shareholder of HoldCo or its affiliate other
                        than any transaction contemplated by the annual business
                        plan or which is on commercial arm's length terms;
                (vi)    Entering into High Value contracts (contracts with value
                        over US$20 million) in respect of HoldCo or any of the
                        Subsidiaries, not contemplated by the annual business
                        plan;
                (vii)   Liquidation, winding up etc;
                (viii)  Amendments to Memorandum and Articles of Association of
                        HoldCo or any of the Subsidiaries other than as
                        contemplated in the annual business plan.;
                (ix)    Any change in the authorized or issued share capital or
                        issue of any additional equity shares or other
                        securities of HoldCo or any of the Subsidiaries other
                        than as contemplated in the annual business plan.;
                (x)     A change in the auditors
                (xi)    Capital calls, other than as contemplated in the annual
                        business plan. Capital calls that are contemplated in
                        business plan and the issue of shares because of the
                        default of a shareholder are not subject to this
                        requirement.

                6.      RESERVED DECISIONS

                Provided HTIL and any of its associated companies , in aggregate
                is the largest single shareholder, and directly or
                indirectlyhold at least 40% of the issued share capital of
                HoldCo, decisions under clause (i), (vi), (ix) and (xi) will be
                treated as Reserved Decisions ("Reserved Decisions"). If the
                Directors cannot agree on any of the Reserved Decisions within
                seven (7) days of the Board meeting, the following procedures
                shall apply:

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                A summary of the facts surrounding the disputed Reserved
                Decision shall be sent by HoldCo to one of the Directors
                nominated by each of ETH and Hutchison ("Concerned Directors");

                Within seven (7) days of the receipt of such summary, the
                Concerned Directors shall meet and discuss the disputed Reserved
                Decision and shall take all steps and to reach a consensus
                acceptable to the Shareholders;

                If the Concerned Directors are unable to reach a consensus in
                the manner set forth in sub-clause (b) above within a further
                period of fourteen (14) days, then the matter shall be referred
                to the Managing Director/ General Manager of each Shareholder
                who shall meet and discuss the disputed Reserved Decision and
                shall take all steps and to reach a consensus;

                In the event that a consensus can still not be reached within 10
                days of the matter being referred to the Managing Director/
                General Manager of each Shareholder then the matter will be
                referred back to the Board where:
                (1)     in respect of Reserved Decisions arising under clause
                        (i), each of the shareholders shall procure that its
                        appointed directors vote on the resolution to give
                        effect to HTIL's direction; and
                (2)     in respect of Reserved Decisions arising under clause
                        (vi), (ix) and (xi), consent of all directors
                        representing shareholders holding more than 10% of the
                        issued share capital of HoldCo, will be required to pass
                        a resolution on the decision

                7.      The composition of the board of directors of each of the
                        Subsidiaries will be identical to that of HoldCo and the
                        parties shall ensure that the rights given to each party
                        in respect of HoldCo shall apply mutatus mutandis to
                        each of the Subsidiaries.

                8.      The auditor to be PriceWaterhouseCoopers.

                9.      Each party shall be free to transfer any part of its
                        stake in HoldCo to any financial investor provided it
                        has complied with the transfer requirements contained in
                        the shareholders agreement, including rights of first
                        refusal and the execution of a deed of adherence. The
                        parties agree that if such a purchaser holds more than
                        10% of the issued share capital of HoldCo, that
                        purchaser only and

                                                                             7

<PAGE>

                        not its successors in title will be entitled to some of
                        the minority protection rights to be contained in the
                        shareholders agreement and each party shall be free to
                        transfer its right to appoint a director or directors to
                        such purchaser. The parties shall not be permitted to
                        transfer any minority rights or the right to appoint a
                        director in HoldCo to any party which is a provider of
                        telecommunications services that is a competitor of
                        HoldCo (or any of the Subsidiaries), or a shareholder of
                        any such competitor, without the the other parties
                        consent.

Points to note  1.      For financing HoldCo or the Subsidiaries to raise third
                        party debt, the parties will endeavour to raise such
                        debt on reasonable commercial terms and, in the
                        following order:
                        i)      without recourse to the shareholders;
                        ii)     failing which, the parties will provide
                                corporate guarantees or other acceptable form of
                                credit support (any support referred to
                                hereafter as "Shareholder Support") for their
                                respective shares on a pro rata basis;
                        iii)    failing which, the Board will decide whether it
                                is appropriate to call for any further
                                Shareholder Support acceptable to the lenders or
                                to make equity capital calls as above. In the
                                event the Board decides that further Shareholder
                                Support is required and one party cannot provide
                                such Shareholder Support then the party
                                providing the Shareholder Support shall be
                                entitled to receive a fee in an amount
                                satisfactory to the party providing such support
                                (being not more than the costs saved by the
                                company).
                2.      The parties intend to IPO HoldCo on one or more of the
                        stock exchanges of India or offshore or a combination
                        thereof by 31 December 2004. The terms of such IPO will
                        need to be agreed between the parties at the time in
                        consultation with investment banking advice received.
                        The parties agree that the purpose of the IPO will be to
                        raise money for HoldCo, maximise returns to all
                        shareholders (both initially and long term) and provide
                        liquidity. However, the parties acknowledge that they
                        will be the main promoters of HoldCo and that it may be
                        necessary for them to agree to a lock in on the sale of
                        their shares after IPO for such period as advised by
                        HoldCo's bankers and thereafter agree to an orderly exit
                        for the sale of any of their shares in HoldCo
                3.      In the event that the IPO of HoldCo has not happened by
                        31 December 2004 and ETH wishes to IPO its interest in

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<PAGE>

                        some other way or sell its stake in HoldCo, HTIL shall
                        provide all reasonable assistance to ETH to enable such
                        IPO or sale to take place including presentations on
                        business plans and company performance to any potential
                        purchaser.
                4.      HTIL has provided certain credit support for loans to
                        ETH from GE Capital Services India (together the "ETH
                        Loans"). HTIL confirms it will continue to provide such
                        support up to 31 December 2004 on substantially the
                        following terms:
                        (a)     all the ETH Loans will be repaid on the expiry
                                of the lock in period following IPO and in any
                                event on or before 31 December 2004 ("Final IPO
                                Date") . HTIL will be under no further
                                obligation to extend support in any way past
                                this date;
                        (b)     The ETH Loans shall be structured so that ETH
                                pays an amount equal to 33% of the accrued
                                interest throughout the term of the loans from
                                the date of rollover of the ETH Loans until 31
                                December 2004.
                        (c)     In the event that an IPO has not occurred and
                                the Loan is not repaid by 30 October 2004
                                ("Option Date"), for the purpose of repayment of
                                the ETH Loans only, ETH grants a call option to
                                HTIL and HTIL grants a put option to ETH in
                                respect of all HoldCo shares held by ETH. The
                                value of the ETH shares shall be determined by
                                Independent Valuation within 30 days of the
                                Option Date ("Valuation Date").
                                The terms of the call option shall allow HTIL to
                                require ETH to sell to it such number of HoldCo
                                shares equal in value to all outstandings under
                                the ETH Loans in return for HTIL's payment of
                                such outstandings on ETH's behalf. In the event
                                that the value of ETH's shares in HoldCo are not
                                sufficient to repay the outstandings, ETH shall
                                transfer all its shares in HoldCo to HTIL and
                                the balance will be payable by ETH to HTIL upon
                                demand.
                                The terms of the put option shall allow ETH to
                                require HTIL to buy from it such number of
                                HoldCo shares equal in value to all outstandings
                                under the ETH Loans in return for HTIL's payment
                                of such outstandings on ETH's behalf. In the
                                event that the value of ETH's shares in HoldCo
                                are not sufficient to repay the outstandings,
                                ETH shall transfer all its shares in HoldCo to
                                HTIL and the balance will be payable by ETH to
                                HTIL upon demand.
                                Either party shall have 20 days from the
                                Valuation

                                                                             9

<PAGE>

                                Date to exercise the above options and
                                settlement shall take place on 31 December 2004
                                ("Settlement Date").

                Notwithstanding the terms outlined above, if an IPO has not
                taken place by the Final IPO Date and the investment bankers for
                HoldCo certify that an IPO will in all likelihood take place
                before 30 June 2005, then the Final IPO Date, the Option Date
                and the Settlement Date will all be extended by a period of 6
                months only.

                In the event that the ETH Loans are not repaid and an IPO takes
                place by the Final IPO Date then the Option Date and the
                Settlement Date will be extended to the dates 3 months and 5
                months respectively after the expiry of any lock in period
                applicable to ETH's shares in HoldCo.

                Notwithstanding any of the above, if for any reason HTIL
                continues to provide guarantees for the ETH Loans after 31
                December 2004, ETH shall pay all interest that accrues on the
                ETH Loans throughout the term in accordance with the terms
                agreed with the relevant lender(s). If the Stage 1 Consolidation
                has not taken place by the Option Date, the references in clause
                4 above to "ETH's shares in HoldCo" shall be deemed to be
                references to "ETH's shares in HETL".

                5.      Preferential network / subscriber access on arms length
                        commercial terms for possible ETH promoted ancillary
                        businesses - long distance; international long distance;
                        lottery; call centre / outsourcing; broadband internet
                        etc.
                6.      HoldCo to be renamed Hutchison Essar Telecom (India)
                        Limited. Entity to be presented as Hutchison Essar joint
                        venture.
                7.      HTIL agrees that it will assist ETH to obtain funding of
                        the HMTL Option provided that nothing herein imposes any
                        obligation on HTIL or any of its associated companies to
                        provide or procure any financial or legal credit or
                        other support or undertaking and that a statement to
                        this effect is made to any potential financier

Pre-Completion  1.      Corporate approvals from HTIL, ETH and Telematics.
Conditions      2.      Approval of all relevant financial institutions and
                        other creditors
                3.      Receipt of all Governmental approvals including DOT, RBI
                        and FIPB for transfer of foreign shareholders interest
                        to HoldCo and for issue of shares of HoldCo to foreign
                        investors.
                4.      Execution of all relevant documentation including
                        Shareholders' Agreement.

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Confidentiality The terms of this Term Sheet are confidential and neither party
                shall disclose the information contained herein.

                                                                             11

Source: OneCLE Business Contracts.