EXHIBIT 99.1



                               [CONFORMED COPY]

                              PURCHASE AGREEMENT

          THIS AGREEMENT is made as of the 13th day of September, 2004

B E T W E E N:

                    ROGERS COMMUNICATIONS INC., a corporation incorporated
                    under the laws of British Columbia,

                    ("RCI")

                    - and -

                    JVII GENERAL PARTNERSHIP, a partnership constituted
                    under the laws of the State of Delaware,

                    ("JVII")--

RECITALS:

A.   JVII owns 27,647,888 Class A Multiple Voting Shares (the "Class A
     Shares") and 20,946,284 Class B Restricted Voting Shares (the "Class B
     Shares") of Rogers Wireless Communications Inc., a corporation
     incorporated under the laws of Canada ("RWCI"); and

B.   JVII wishes to sell the Class A Shares and the Class B Shares to RCI and
     RCI wishes to purchase such shares on and subject to the terms and
     conditions of this Agreement.

          NOW THEREFORE in consideration of the covenants and agreements
contained in this Agreement and other good and valuable consideration (the
receipt and sufficiency of which are hereby acknowledged), the parties hereto
agree as follows:

                                  ARTICLE 1.
                              PURCHASE OF SHARES

1.1      PURCHASE PRICE

         RCI shall purchase from JVII and JVII shall sell to RCI all, but not
less than all, of the Class A Shares and the Class B Shares for a cash
purchase price per share of (Cdn)$36.37, being an aggregate cash purchase
price of (Cdn)$1,767,370,035.64 (the "Purchase Price").

1.2      CONVERSION OF CLASS A SHARES

         JVII shall on or prior to the Closing Date (as defined below)
convert the Class A Shares into Class B Restricted Voting Shares of RWCI (the
"Converted Shares"). For purposes of this Agreement, the "Purchased Shares"
shall mean the 48,594,172 Class B Restricted Voting Shares of RWCI owned by
JVII following such conversion consisting of the Class B Shares and the
Converted Shares.






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1.3      PAYMENT OF PURCHASE PRICE AND CLOSING

         The purchase and sale contemplated by this Agreement shall be
completed on October 13, 2004, or on such earlier date to which the closing is
accelerated pursuant to this Section 1.3 (the "Closing Date") at 10 a.m. at
RCI's head office in Toronto, Ontario when RCI shall pay the Purchase Price to
JVII by wire transfer of funds to the account specified by JVII by written
notice to RCI given not later than two business days prior to the proposed
Closing Date, and, on the Closing Date, the parties shall make the respective
deliveries described in Sections 3.1 and 3.2 of this Agreement. RCI shall be
entitled to accelerate the Closing Date to any day that is a business day upon
written notice to JVII given no less than three business days prior to the
proposed Closing Date. For purposes of this paragraph, "business day" means a
day that is not a weekend or statutory holiday in Toronto.

                                  ARTICLE 2.
                   REPRESENTATIONS, WARRANTIES AND COVENANTS

2.1      REPRESENTATIONS, WARRANTIES AND COVENANTS OF JVII

         JVII represents, warrants and covenants to and in favour of RCI, and
acknowledges that RCI is relying on such representations, warranties and
covenants in entering into this Agreement, as follows:

         2.1.1 STATUS OF JVII. JVII is duly organized and validly existing
         under the laws of its jurisdiction of formation.

         2.1.2 POWER, DUE AUTHORIZATION AND ENFORCEABILITY. JVII has the power
         and capacity to enter into, and to perform its obligations under,
         this Agreement. The execution, delivery and performance of this
         Agreement, the consummation of the transactions to be performed by or
         on behalf of JVII hereunder and compliance by JVII with the
         provisions hereof, have been duly authorized by all necessary action
         on the part of JVII and no other proceedings or actions are necessary
         to authorize the execution and delivery of this Agreement by JVII, to
         consummate the transactions to be performed by or on behalf of JVII
         hereunder or to comply with the terms hereof applicable to JVII. This
         Agreement has been duly executed and delivered by JVII and
         constitutes a valid and binding obligation of JVII enforceable
         against it in accordance with its terms subject only to (a)
         applicable bankruptcy, insolvency, moratorium and other similar laws
         at the time in effect affecting the rights of creditors generally,
         and (b) the fact that equitable remedies such as injunctions and
         specific performance may only be granted in the discretion of the
         court before which they are sought.

         2.1.3 OWNERSHIP. JVII is the sole registered and beneficial owner of
         the Purchased Shares and it is not acting as nominee, agent, trustee,
         executor, administrator or other legal representative in respect of
         the Purchased Shares and upon closing of the purchase of the
         Purchased Shares, RCI will acquire good and marketable title to the
         Purchased Shares free of any mortgage, lien, charge, encumbrance or
         adverse or other interest of any nature whatsoever.

         2.1.4 NO OTHER AGREEMENTS. Other than the Shareholders Agreement (as
         defined in Section 4.1 hereof), there are no shareholders agreements,
         pooling agreements, voting trusts or other agreements or
         understandings entered into by JVII or any partner of JVII with
         respect to the voting of the Purchased Shares or which are
         inconsistent with the





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         completion of the purchase of the Purchased Shares in accordance with
         this Agreement. Other than the Shareholders Agreement and the
         Registration Rights Agreement, there are no agreements, options,
         warrants, rights of conversion or other rights whatsoever pursuant to
         which JVII is, or may become, obligated to sell, transfer or assign
         to any person any of the Purchased Shares or any interest or right in
         the Purchased Shares and there are no securities or rights
         outstanding that are convertible or exchangeable, directly or
         indirectly, into any of the Purchased Shares.

         2.1.5 NO CONSENTS REQUIRED. No consent, approval, authorization,
         filing, notice or other action is required by JVII in connection with
         (a) the execution, delivery and performance by JVII of its
         obligations under this Agreement, or (b) the sale of the Purchased
         Shares to RCI, other than applicable securities disclosure filing
         requirements with which JVII agrees to comply.

2.2      REPRESENTATIONS, WARRANTIES AND COVENANTS OF RCI

         RCI represents, warrants and covenants to and in favour of JVII, and
acknowledges that JVII is relying on such representations, warranties and
covenants in entering into this Agreement, as follows:

         2.2.1 INCORPORATION AND STATUS OF RCI. RCI is duly incorporated and
         validly existing under the laws of its jurisdiction of incorporation.

         2.2.2 CORPORATE POWER, DUE AUTHORIZATION AND ENFORCEABILITY. RCI has
         the corporate power and capacity to enter into, and to perform its
         obligations, under this Agreement. The execution, delivery and
         performance of this Agreement, the consummation of the transactions
         to be performed by or on behalf of RCI hereunder and compliance by
         RCI with the provisions hereof, have been duly authorized by all
         necessary corporate action on the part of RCI and no other corporate
         proceedings or actions are necessary to authorize the execution and
         delivery of this Agreement by RCI, to consummate the transactions to
         be performed by or on behalf of RCI hereunder or to comply with the
         terms hereof that are applicable to RCI. This Agreement has been duly
         executed and delivered by RCI and constitutes a valid and binding
         obligation enforceable against RCI in accordance with its terms
         subject only to (a) applicable bankruptcy, insolvency, moratorium and
         other similar laws at the time in effect affecting the rights of
         creditors generally, and (b) the fact that equitable remedies such as
         injunctions and specific performance may only be granted in the
         discretion of the court before which they are sought.

         2.2.3 NO AGREEMENTS. There are no agreements, arrangements or
         understandings entered into by RCI or any person associated with RCI
         that are inconsistent with the completion by RCI of the purchase of
         the Purchased Shares in accordance with this Agreement.

         2.2.4 LISTING. Following conversion of the Class A Shares, the
         Converted Shares (as defined in Section 1.2 hereof) will be listed on
         the Toronto Stock Exchange.

         2.2.5 NO CONSENTS REQUIRED. No consent, approval, authorization,
         filing, notice or other action is required by RCI in connection with
         (a) the execution, delivery and performance by RCI of its
         obligations under this Agreement, or (b) the purchase of the
         Purchased Shares by RCI, other than the following filings required
         in connection with the





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         entering into of this Agreement and the purchase of the Purchased
         Shares, which filings RCI agrees to make in accordance with the
         applicable legal requirement:

                  (i)   issue and filing of a news release and material change
                        report;

                  (ii)  amendment of the prospectus under which Class B
                        Non-Voting Shares of RCI are currently in
                        distribution;

                  (iii) amendment of RCI's most recent report under Section
                        101 of the Securities Act (Ontario) and under similar
                        Canadian securities law requirements;

                  (iv)  filing of insider trading reports;

                  (v)   filing under Section 120 of the Securities Act
                        (Quebec); and

                  (vi)  filings with the United States Securities and Exchange
                        Commission and the New York Stock Exchange in respect
                        of the foregoing Canadian filings.

2.3      SURVIVAL OF REPRESENTATIONS AND WARRANTIES

         The representations and warranties made in this Agreement shall
survive the execution and delivery of this Agreement and the purchase and sale
of the Purchased Shares.

                                  ARTICLE 3.
                                   CLOSING

3.1      DELIVERIES BY RCI

         At closing on the Closing Date, RCI shall, subject to performance by
JVII of its obligations under this Agreement:

     3.1.1 cause the payment to JVII of the Purchase Price as contemplated by
     Section 1.3 of this Agreement;

     3.1.2 deliver to JVII:

            (i)   a receipt for the endorsed share certificates representing
                  the Purchased Shares delivered by JVII under Section 3.2.1,

            (ii)  a certificate signed by two senior officers of RCI, one of
                  whom shall be a senior legal officer of RCI, to the effect
                  that the representations and warranties of RCI contained in
                  this Agreement are true and correct as if made on and as of
                  the Closing Date, and

            (iii) a full and final release of any and all claims by RCI or
                  RWCI against JVII and the partners of JVII in respect of any
                  matter or thing arising prior to the Closing Date under or
                  in connection with the Shareholders Agreement.





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3.2      DELIVERIES BY JVII

         At closing on the Closing Date, JVII shall deliver to RCI, subject to
performance by RCI of its obligations under this Agreement:

         3.2.1 share certificates representing all of the Purchased Shares
         duly endorsed for transfer in blank with signatures guaranteed to the
         satisfaction of RWCI's transfer agent and such other documentation as
         the transfer agent reasonably requires to effect the transfer of the
         Purchased Shares to RCI;

         3.2.2 evidence of JVII's due authorization for the sale of the
         Purchased Shares to RCI;

         3.2.3 a certificate signed by two senior officers of JVII, one of
         whom shall be a senior legal officer of AT&T Wireless Services, Inc.,
         to the effect that the representations and warranties of JVII
         contained in this Agreement are true and correct as if made on and as
         of the Closing Date;

         3.2.4 signed resignations of JVII's nominees as directors of RWCI;

         3.2.5 a full and final release of any and all claims by JVII or the
         partners of JVII against RCI or RWCI in respect of any matter or
         thing arising prior to the Closing Date under or in connection with
         the Shareholders Agreement, provided, for greater certainty, that the
         foregoing release shall not apply to any claim by the nominees of
         JVII on the board of directors of RWCI or on the board of directors
         of Rogers Wireless Inc. for indemnification by RWCI and/or Rogers
         Wireless Inc. of those directors under the applicable by-laws of RWCI
         and/or of Rogers Wireless Inc., applicable law or otherwise; and

         3.2.6 a signed receipt for the Purchase Price.

3.3      DEFAULT BY RCI

         If RCI does not complete the purchase of the Purchased Shares by
complying with section 3.1 of this Agreement (other than by reason of a
default by JVII under this Agreement), JVII may, during the 30 day period
following such default, sell all, but not less than all, of the Purchased
Shares in a Private Sale (as defined in the letter agreement dated September
3, 2004 between RCI and JVII (and which was signed by RWCI for certain limited
purposes(the "Letter Agreement")), provided the terms and conditions of the
Letter Agreement (other than section 4 thereof) shall apply to JVII in respect
of any Private Sale, except that the deadline in Section 2 shall be adjusted
accordingly.

3.4      DEFAULT BY JVII

         If JVII does not complete delivery to RCI of each of the documents
set forth in Section 3.2 (other than by reason of a default by RCI under this
Agreement), RCI shall be entitled to rely, with necessary changes, on Section
10.1(d) of the Shareholders Agreement and to complete the purchase and sale of
the Purchased Shares in accordance with the terms of that section.





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3.5      EXERCISE OF RIGHTS UNDER THE SHAREHOLDERS AGREEMENT

         JVII agrees that neither RCI nor RWCI shall be required to comply
with or obtain the prior written approval of JVII under Section 3.1(e) of the
Shareholders Agreement in respect of any offer for, or purchase of, shares or
assets of Microcell Telecommunications Inc.

3.6      NO ACTIONS INCONSISTENT

         Each of the parties agrees that from the date hereof to the Closing
Date, it shall not take any step or action or enter into any agreement,
understanding or transaction that would interfere with the ability of such
party to comply fully with its obligations under this Agreement or to complete
the transactions contemplated hereby.

3.7      TERMINATION OF AGREEMENTS

         For greater certainty, upon the purchase by RCI of the Purchased
Shares pursuant to this Agreement, the Shareholders Agreement and the
Registration Rights Agreement shall terminate and shall be deemed to be
terminated as of the Closing Date.

                                   ARTICLE 4.
                                 MISCELLANEOUS

4.1      INTERPRETATION

         For purposes of this Agreement, the "Shareholders Agreement" means
the shareholders agreement, as amended, dated August 16, 1999 entered into
among RCI, JVII and RWCI. All capitalized terms used in this Agreement that
are not otherwise defined herein, are used as defined in the Shareholders
Agreement.

4.2      PUBLIC DISCLOSURE

         The parties hereto acknowledge and agree that, upon signing this
Agreement, public disclosure must be made with respect to this Agreement
including the public filing of this Agreement. The parties agree to consult
with each other prior to making such disclosure and to use their reasonable
efforts to agree upon the language for any such disclosure.

4.3      COSTS AND EXPENSES/FINDER'S FEES

         All costs and expenses of or incidental to the purchase and sale
hereunder shall be borne solely by the party incurring such cost or expense.
Each of the parties hereto represents and warrants to the other party that it
has not taken, and agrees that it will not take, any action that would cause
the other party to become liable to any claim or demand for a brokerage
commission, finder's fee or other similar payment in connection with the
transactions contemplated hereby.

4.4      ASSIGNMENT

         RCI shall be entitled to transfer and assign its rights under this
Agreement to any wholly-owned subsidiary of RCI (other than, for greater
certainty, RWCI or a subsidiary of RWCI), provided that such transfer and
assignment shall not (i) reasonably be expected to have the effect of delaying
the Closing Date, or (ii) release RCI from any of its obligations or





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liabilities under this Agreement, or (iii) be to a non-Canadian for Investment
Canada Act purposes or pursuant to any applicable telecommunications or radio
communications laws.

4.5      ENUREMENT

         This Agreement shall be binding upon and enure to the benefit of the
parties hereto and their respective successors and assigns.

4.6      ENTIRE AGREEMENT

         This Agreement constitutes the entire agreement between the parties
pertaining to the subject matter hereof, and supersedes and replaces all prior
agreements, understandings or arrangements relating to the subject matter
hereof. There are no representations, warranties, agreements or understandings
between the parties in connection with the subject matter hereof except as
specifically set forth in this Agreement.

4.7      GOVERNING LAW

         This Agreement shall be governed by and construed in accordance with
the laws of Ontario and the laws of Canada applicable therein. RCI and JVII
agree that any suit, action or proceeding arising out of or relating to this
Agreement may be brought in any court in the Province of Ontario having
jurisdiction over the subject matter of any such suit, action or proceeding,
and the parties hereby irrevocably and unconditionally attorn and submit to
the non-exclusive jurisdiction of such courts.

4.8      TIME OF ESSENCE

         Time is of the essence of this Agreement.

4.9      FURTHER ASSURANCES

         4.9.1 JVII shall from time to time after the Closing Date, at the
         written request of RCI, take all such other and additional steps and
         actions, execute and deliver all such other documents and do all such
         other acts and things as may be necessary or desirable and within the
         power of JVII to comply fully with its obligations under this
         Agreement and to vest in RCI full and unencumbered title in the
         Purchased Shares.

         4.9.2 RCI shall from time to time after the Closing Date, at the
         written request of JVII, take all such other and additional steps and
         actions, execute and deliver all such other documents and do all such
         other acts and things as may be necessary or desirable and within the
         power of RCI to comply fully with its obligations under this
         Agreement and to facilitate the conversion of the Class A Shares into
         Class B Restricted Voting Shares of RWCI and the issuance of new
         share certificate(s) for the Class B Restricted Voting Shares upon
         such conversion.





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4.10     NOTICES

         All notices given by either party under this Agreement shall be given
in accordance with the provisions of Section 12.3 of the Shareholders
Agreement.

         IN WITNESS WHEREOF the parties have executed this Agreement.

                                             ROGERS COMMUNICATIONS INC.


                                             By: "Edward S. Rogers, O.C."
                                                 ------------------------------

                                             By: "Alan D. Horn"
                                                 ------------------------------



                                             JVII GENERAL PARTNERSHIP
                                             BY ITS GENERAL PARTNERS


                                             AT&T WIRELESS SERVICES, INC.

                                             By: "Robert Stokes"
                                                 ------------------------------

                                             MMM HOLDINGS, INC.

                                             By: "Robert Stokes"
                                                 ------------------------------