Exchange Agreement

Exchange Agreement



                                  EXCHANGE AGREEMENT

          This Exchange Agreement is made as of August 18, 1997 among
INTERNATIONAL WIRELESS COMMUNICATIONS HOLDINGS, INC., a Delaware corporation
("IWCH"), the Persons named on the attached EXHIBIT A (the "INITIAL HOLDERS"),
and the other Noteholders and Warrantholders who may hereafter become parties
hereto.

          On and/or after the date of this Agreement, IWCH will issue certain
promissory notes pursuant to a Loan Agreement dated as of the date of this
Agreement among IWCH and the Initial Holders (as in effect from time to time,
the "IWCH LOAN AGREEMENT").

          On and/or after the date of this Agreement, Pakistan Wireless Holdings
Limited, a Mauritius private company and an indirect wholly-owned subsidiary of
IWCH ("PWH"), will issue certain promissory notes pursuant to a Loan Agreement
dated as of the date of this Agreement among PWH and the Initial Holders (as in
effect from time to time, the "PWH LOAN AGREEMENT").

          As a material inducement to the Initial Holders to agree to make, and
to make, loans to IWCH and PWH pursuant to the IWCH Loan Agreement and the PWH
Loan Agreement (collectively, the "LOAN AGREEMENTS"), and to induce the
Noteholders to acquire and hold the Notes referred to in this Agreement and to
induce the Warrantholders to acquire and hold the Warrants referred to in this
Agreement, IWCH has entered into this Agreement.

          NOW, THEREFORE, the parties hereto, in consideration of their mutual
covenants and agreements set forth herein and intending to be legally bound
hereby, covenant and agree as follows:

          1.   DEFINITIONS.  In addition to any other terms elsewhere defined in
this Agreement, the following terms have the respective meanings set forth
below:

          "AFFILIATE" of any Person means any other Person directly or
indirectly controlling, controlled by or under common control with such first
Person.  For purposes of this definition, "control" will include the direct or
indirect ownership of, and/or right to vote or control the vote with respect to,
Equity Securities representing 20% or more of the aggregate voting power of such
first Person's voting Equity Securities (either based on the quantity of such
first Person's voting Equity Securities which are actually outstanding or on a
fully-diluted basis).

          "APPRAISED VALUE" has the meaning set forth in Section 5(a).

          "APPRAISER" has the meaning set forth in Section 5(b).

          "BUSINESS DAY" has the meaning set forth in the IWCH Loan Agreement.




          "COMMITMENT PERCENTAGE" at any time means a fraction, the numerator of
which is the Aggregate Commitment Amount (as that term is defined in the IWCH
Loan Agreement) at such time and the denominator of which is $7,000,000.

          "COMMON STOCK" means Voting Common Stock and Non-Voting Common Stock.

          "DISTRIBUTION" means any dividend or other distribution or payment by
a Person (other than a natural person) with respect to its Equity Securities, or
any redemption, acquisition, purchase or other retirement of any Equity Security
of such Person, any of its Subsidiaries, or any Person of which such Person is a
Subsidiary or an Investee, in each case whether in cash, securities or other
property.

          "EARNED WARRANT PERCENTAGE" has the meaning set forth in Section 7(b).

          "EQUITY SECURITY" of any Person means any capital stock, partnership
interest, membership interest or other ownership or equity interest or security
of or in such Person, any phantom equity, profit participation, appreciation or
similar right with respect to such Person, or any security or other right which
directly or indirectly is convertible into or exercisable or exchangeable for
any other Equity Security of such Person.

          "EXCHANGE NOTICE" means any notice of a desired exchange of Notes
given by Supermajority IWCH Noteholders or Majority PWH Noteholders pursuant to
Section 2(a) or Section 3(a), as the case may be.

          "EXCHANGE STOCK" means (i) Voting Series G Stock, in the case of any
exchange of any IWCH Tranche A Note pursuant to Section 2 or Section 2A, (ii)
Non-Voting Series G Stock, in the case of any exchange of any IWCH Tranche B
Note pursuant to Section 2 or Section 2A, (iii) Voting Series H Stock, in the
case of any exchange of any PWH Tranche A Note pursuant to this Agreement, and
(iv) Non-Voting Series H Stock, in the case of any exchange of any PWH Tranche B
Note pursuant to this Agreement.

          "FIRST OFFER NOTICE" has the meaning set forth in Section 6(d).

          "HOLDER" means any Noteholder or Warrantholder.

          "INITIAL HOLDERS" has the meaning set forth in the preamble to this
Agreement.

          "INITIAL WARRANTS" has the meaning set forth in the IWCH Loan
Agreement.

          "INVESTEE" means any Person (other than a Subsidiary of IWCH) in which
IWCH, any of its Subsidiaries or any other Investee has any direct or indirect
Investment (either itself or through one or more of its direct or indirect
Subsidiaries or Investees), including any Subsidiary of any other Investee.

          "INVESTMENT" means any amount paid for liabilities or assets of, or
loaned, advanced or contributed to, or acquisition for consideration of any
Equity Security or


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Indebtedness of, any other Person, or any other item that is or would be
GDSVFH\56899.1classified as an investment on a balance sheet prepared in
accordance with generally accepted accounting principles.  The term "Investment"
will include the acquisition of a company, business or product line.

          "IWCH" has the meaning set forth in the preamble to this Agreement.

          "IWCH CHARTER" means the Amended and Restated Certificate of
Incorporation of IWCH, as in effect on the date of this Agreement (in the form
attached as an exhibit to the IWCH Loan Agreement).

          "IWCH LOAN AGREEMENT" has the meaning set forth in the preamble to
this Agreement.

          "IWCH NOTE EXCHANGE PRICE" has the meaning set forth in Sections 2(c).

          "IWCH NOTEHOLDER" means any holder of any IWCH Note.

          "IWCH NOTES" means the Notes, as that term is defined in the IWCH Loan
Agreement.

          "IWCH TRANCHE A NOTE" means any Tranche A Note, as that term is
defined in the IWCH Loan Agreement.

          "IWCH TRANCHE B NOTE" means any Tranche B Note, as that term is
defined in the IWCH Loan Agreement.

          "LAW" will be construed broadly to include any foreign, national,
federal, state, provincial, local or other law, rule, regulation, statute,
ordinance, judgment, decree, order, policy, guideline, directive, common law,
pronouncement, treaty, accord or similar item of any legislative, executive,
judicial or other governmental entity or authority.

          "LIQUIDITY EVENT" has the meaning set forth in the IWCH Loan
Agreement.

          "LIQUIDITY REPAYMENT EVENT" means any repayment in full of the
principal amount of and accrued interest on the Notes in connection with a
Liquidity Event described in clause (i) or clause (iii) of the definition of the
term "Liquidity Event" set forth in the IWCH Loan Agreement.

          "LIQUIDITY WARRANTS" has the meaning set forth in the IWCH Loan
Agreement.

          "LOAN AGREEMENTS" has the meaning set forth in the preamble to this
Agreement.

          "MAJORITY IWCH NOTEHOLDERS" means holders of IWCH Notes which
represent a majority of the unpaid principal amount of the outstanding IWCH
Notes.


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          "MAJORITY NOTEHOLDERS" means Majority IWCH Noteholders or Majority PWH
Noteholders, as the context requires.

          "MAJORITY PWH NOTEHOLDERS" means holders of PWH Notes which represent
a majority of the unpaid principal amount of the outstanding PWH Notes.

          "NON-VOTING COMMON STOCK" means Class 2 Common Stock, par value $0.01
per share, of IWCH.

          "NON-VOTING SERIES G STOCK" means Series G-2 Preferred Stock, par
value $0.01 per share, of IWCH.

          "NON-VOTING SERIES H STOCK" means Series H-2 Preferred Stock, par
value $0.01 per share, of IWCH.

          "NOTE" means any IWCH Note or PWH Note.  Any Note which has been
exchanged pursuant to Section 2, 2A or 3 will no longer be deemed to be
outstanding for purposes of the IWCH Loan Agreement, any other "Loan Document"
referred to in the IWCH Loan Agreement, the PWH Loan Agreement or any other
"Loan Document" referred to in the PWH Loan Agreement.

          "NOTEHOLDER" means any holder of any Note.

          "ORGANIC CHANGE" means any recapitalization, reorganization,
reclassification, consolidation, merger, sale of all or substantially all of
IWCH's assets or other transaction, in each case which is effected in such a
manner that the holders of IWCH Common Stock are entitled to receive (either
directly or upon subsequent liquidation) stock, securities or assets with
respect to or in exchange for IWCH Common Stock.

          "PERSON"  means any individual, corporation, partnership, limited
liability company, trust or other entity, including any governmental entity or
agency.

          "PLACEMENT AGENT" has the meaning set forth in Section 6(a).

          "POST-EXCHANGE SALE" has the meaning set forth in Section 6(b).

          "PURCHASE NOTICE" has the meaning set forth in Section 6(d).

          "PWH" has the meaning set forth in the preamble to this Agreement.

          "PWH LOAN AGREEMENT"  has the meaning set forth in the preamble to
this Agreement.

          "PWH NOTE EXCHANGE PRICE" has the meaning set forth in Section 6(b).

          "PWH NOTEHOLDER" means any holder of any PWH Note.


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          "PWH NOTES" means the Notes, as that term is defined in the PWH Loan
Agreement.

          "PWH TRANCHE A NOTE" means any Tranche A Note, as that term is defined
in the PWH Loan Agreement.

          "PWH TRANCHE B NOTE" means any Tranche B Note, as that term is defined
in the PWH Loan Agreement.

          "REQUIRED NET SALE PRICE" has the meaning set forth in Section 6(b).

          "SERIES F STOCK" means the Series F-1 Preferred Stock and the Series
F-2 Preferred Stock, each having a par value of $0.01 per share, of IWCH.

          "SERIES G STOCK" means Voting Series G Stock and Non-Voting Series G
Stock.

          "SERIES H STOCK" means Voting Series H Stock and Non-Voting Series H
Stock.

          "SERIES H PURCHASER" has the meaning set forth in Section 6(b).

          "SHARE VALUE" has the meaning set forth in the IWCH Loan Agreement.

          "SUBSIDIARY" has the meaning set forth in the IWCH Loan Agreement.

          "SUPERMAJORITY IWCH NOTEHOLDERS" means holders of IWCH Notes which
represent not less than 70% of the unpaid principal amount of the outstanding
IWCH Notes.

          "SUPERMAJORITY PWH NOTEHOLDERS" means holders of PWH Notes which
represent not less than 70% of the unpaid principal amount of the outstanding
PWH Notes.

          "TOTAL NUMBER OF ISSUABLE WARRANT SHARES" has the meaning set forth in
Section 7(a).

          "TRANCHE A NOTE" means any IWCH Tranche A Note or PWH Tranche A Note.

          "TRANCHE B NOTE" means any IWCH Tranche B Note or PWH Tranche B Note.

          "20% NOTEHOLDER" means any Person who, together with its Affiliates,
holds Notes which represent not less than 20% of the aggregate unpaid principal
amount of the outstanding Notes or which represent an aggregate unpaid principal
amount of the Notes which is not less than the aggregate unpaid principal amount
of the Notes held by any other Person and such other Person's Affiliates.

          "VOTING COMMON STOCK" means Class 1 Common Stock, par value $0.01 per
share, of IWCH.


                                          5


          "VOTING SERIES G STOCK" means Series G-1 Preferred Stock, par value
$0.01 per share, of IWCH.

          "VOTING SERIES H STOCK" means Series H-1 Preferred Stock, par value
$0.01 per share, of IWCH.

          "WARRANTHOLDER" means any holder of any Warrant.

          "WARRANTS" has the meaning set forth in the IWCH Loan Agreement.

          2.   EXCHANGE OF ALL IWCH NOTES FOR SERIES G STOCK.

               (a)  GENERAL.  At any time, upon the request of Supermajority
IWCH Noteholders by written notice to IWCH (which notice will specify the date,
or the event or occurrence, upon which the desired exchange will be deemed to be
effective), IWCH, on one occasion,  will issue to each IWCH Noteholder shares of
Series G Stock in exchange for each IWCH Note held by such Noteholder, in
accordance with this Section 2 and Section 4.  Promptly after it receives any
such request, IWCH will give notice of such request to each IWCH Noteholder,
informing each such Noteholder that the exchange pursuant to this Section 2 is
to be effected and instructing each such Noteholder as to the surrender of the
IWCH Notes in accordance with Section 4 in order to effect such exchange.

               (b)  SERIES OF SHARES ISSUABLE.  In exchange for any IWCH Tranche
A Note pursuant to this Section 2, IWCH will issue shares of Voting Series G
Stock, and in exchange for any IWCH Tranche B Note pursuant to this Section 2,
IWCH will issue shares of Non-Voting Series G Stock.

               (c)  QUANTITY OF SHARES ISSUABLE.  In exchange for any IWCH Note
pursuant to this Section 2, IWCH will issue a number of shares of Series G Stock
which is equal to (i) the amount of the unpaid principal amount of such IWCH
Note, plus the amount of unpaid accrued interest thereon, as of the effective
time of such exchange, divided by (ii) the lesser of:

                    A.   the Conversion Price (as that term is defined in, and
adjusted from time to time in accordance with the terms of, the IWCH Charter)
applicable to Series F Stock as of the effective time of such exchange, and

                    B.   (x) 65% of the Share Value applicable to the Liquidity
Event in question, if any Liquidity Event has occurred as of the effective time
of such exchange, or (y) 65% of the Appraised Value as of the effective time of
such exchange, if no Liquidity Event has occurred as of the effective time of
such exchange

(such lesser amount being the "IWCH NOTE EXCHANGE PRICE").

               (d)  LIQUIDATION VALUE AND EXCHANGE PRICE.  The "Original Series
G Issue Price" (as that term is defined in the IWCH Charter) will be an amount
which is equal to the IWCH Note Exchange Price.


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               (e)  NO OTHER ISSUANCES.  IWCH will not issue Series G Stock
other than (i) as provided in subsection V.B.4(a1) of the IWCH Charter, (ii)
upon an exchange effected pursuant to this Section 2, or (iii) upon a stock
split, stock dividend or other subdivision of Series G Stock effected after the
effective time of any exchange pursuant to this Section 2.

          2A.  EXCHANGE OF LESS THAN ALL IWCH NOTES FOR SERIES G STOCK.

               (a)  GENERAL.  At any time within the twenty (20) days after
notice of such prepayment is given pursuant to Section 2.06(a) of the IWCH Loan
Agreement, but only if Supermajority IWCH Noteholders have not given and do not
give IWCH an Exchange Notice pursuant to Section 2(a), any IWCH Noteholder may
request by written notice to IWCH that such IWCH Noteholder's IWCH Notes be
exchanged for shares of Series G Stock effective immediately prior to any
Liquidity Prepayment Event, in accordance with this Section 2A and Section 4.
Any such exchange will be effective only if such Liquidity Prepayment Event
actually occurs.  Promptly after it receives any such request, IWCH will
instruct each such Noteholder as to the surrender of the IWCH Notes in
accordance with Section 4 in order to effect such exchange.

               (b)  SERIES OF SHARES ISSUABLE.  In exchange for any IWCH Tranche
A Note pursuant to this Section 2A, IWCH will issue shares of Voting Series G
Stock, and in exchange for any IWCH Tranche B Note pursuant to this Section 2A,
IWCH will issue shares of Non-Voting Series G Stock.

               (c)  QUANTITY OF SHARES ISSUABLE.  In exchange for any IWCH Note
pursuant to this Section 2A, IWCH will issue a number of shares of Series G
Stock which is equal to (i) the amount of the unpaid principal amount of such
IWCH Note, plus the amount of unpaid accrued interest thereon, as of the
effective time of such exchange, divided by (ii) the lesser of (A) the
Conversion Price (as that term is defined in, and adjusted from time to time in
accordance with the terms of, the IWCH Charter) applicable to Series F Stock as
of the effective time of such exchange, and (B) 65% of the Share Value
applicable to the Liquidity Event in question.

          3.   EXCHANGE OF PWH NOTES.

               (a)  GENERAL.  At any time upon the request of Supermajority PWH
Noteholders by written notice to IWCH (which notice will specify the date, or
the event or occurrence, upon which the desired exchange will be deemed to be
effective):

                    i.   at any time when any Event of Default (as that term is
defined in the PWH Loan Agreement) has occurred and is continuing (whether or
not such Event of Default is continuing at the time the related exchange is
effective), or

                    ii.  at any other time, so long as the effective date for
the desired exchange is after February 17, 1999,


                                          7


IWCH, on one occasion, will issue to each PWH Noteholder shares of Series H
Stock in exchange for each PWH Note held by such Noteholder, in accordance with
this Section 3 and Section 4.  Promptly after it receives any such request, IWCH
will give notice of such request to each PWH Noteholder, informing each such
Noteholder that the exchange pursuant to this Section 3 is to be effected and
instructing each such Noteholder as to the surrender of the PWH Notes in
accordance with Section 4 in order to effect such exchange.

               (b)  SERIES OF SHARES ISSUABLE.  In exchange for any PWH Tranche
A Note pursuant to this Section 3, IWCH will issue shares of Voting Series H
Stock, and in exchange for any PWH Tranche B Note pursuant to this Section 3,
IWCH will issue shares of Non-Voting Series H Stock.

               (c)  QUANTITY OF SHARES ISSUABLE.  In exchange for any PWH Note
pursuant to this Section 3, IWCH will issue a number of shares of Series H Stock
which is equal to the amount of the unpaid principal amount of such PWH Note,
plus the amount of unpaid accrued interest thereon, as of the effective time of
such exchange, divided by the PWH Note Exchange Price (as determined pursuant to
Section 6) at such time.

               (d)  LIQUIDATION VALUE.  The "Original Series H Issue Price" (as
that term is defined in the IWCH Charter) will be an amount which is equal to
the PWH Note Exchange Price.

               (e)  NO OTHER ISSUANCES.  IWCH will not issue Series H Stock
other than (i) as provided in subsection V.B.4(a1) of the IWCH Charter, (ii)
upon an exchange effected pursuant to this Section 3, (iii) upon a stock split,
stock dividend or other subdivision of Series H Stock effected after the
effective time of any exchange pursuant to this Section 3, or (iv) upon an
exchange described in Section 6(d)(iv).

               (f)  SALE OF SHARES AFTER EXCHANGE.  Immediately after the
issuance of shares of Series H Stock to any PWH Noteholder upon an exchange
pursuant to this Section 3, such PWH Noteholder will sell such shares for cash,
at a price per share equal to the PWH Note Exchange Price, to one or more Series
H Purchasers in the Post-Exchange Sale as described in Section 6; provided that,
if such PWH Noteholder is a Series H Purchaser, then such PWH Noteholder will
retain the number of shares of Series H Stock which such PWH Noteholder would
otherwise purchase in the Post-Exchange Sale (or, if fewer, all of the shares of
Series H stock issued to such PWH Noteholder upon such exchange) in lieu of
selling and purchasing such quantity of shares of Series H Stock at the closing
described in Section 6(f).

          4.   EXCHANGE PROCEDURES.

               (a)  SURRENDER; EFFECTIVE TIME.  Each exchange of any Note
pursuant to this Agreement will be deemed to have been effected at the effective
time for such exchange (which will be immediately prior to the closing of the
Post-Exchange Sale, in the case of any exchange of the PWH Notes), whether or
not the Note to be exchanged has been surrendered at the office of IWCH as
provided in Section 4(c).  At such time as such exchange has been effected, the
rights of the holder of such Note as such holder will cease, such Note will be


                                          8


deemed cancelled and the Person or Persons in whose name or names any
certificate or certificates for shares of Exchange Stock are to be issued upon
such exchange will be deemed to have become the holder or holders of record of
the shares of Exchange Stock represented thereby.

               (b)  DELAYED EFFECTIVENESS.  Notwithstanding any other provision
hereof, if an exchange of any IWCH Notes pursuant to Section 2 is to be made in
connection with a Liquidity Event or any other event specified by Supermajority
IWCH Noteholders, then the exchange of such Notes may, at the election of
Supermajority IWCH Noteholders, be conditioned upon the consummation of such
Liquidity Event or other event, in which case such exchange will not be deemed
to be effective unless of such Liquidity Event or other event occurs.

               (c)  DELIVERIES.  At, prior to or after the effective time for
any exchange of any Note, the Noteholder which holds such Note will deliver such
Note to IWCH at the place specified for notices pursuant to this Agreement.
Immediately prior to the closing of the Post-Exchange Sale (in the case of the
exchange of the PWH Notes), or as soon as possible (but in any event within five
days) after the later of the effective time for such exchange and such delivery
of such Note (in the case of the exchange of the IWCH Notes), IWCH will deliver
to the exchanging Noteholder a certificate or certificates representing the
number of shares of Exchange Stock issuable by reason of such exchange, in such
name or names and such denomination or denominations as the exchanging
Noteholder has specified.

               (d)  NO CHARGE.  The issuance of certificates for shares of
Exchange Stock upon the exchange of any Note will be made without charge to the
exchanging Noteholder or any other Person for any issuance tax in respect
thereof or other cost incurred by IWCH in connection with such exchange or the
related issuance of shares of Exchange Stock.  Upon exchange of any Note, IWCH
will take all such actions as are necessary in order to insure that the Exchange
Stock issuable with respect to such exchange is validly issued, fully paid and
nonassessable and free from all taxes, liens and other charges.

               (e)  TRANSFER BOOKS; FILINGS.  IWCH will not close its books 
against the transfer of Exchange Stock issued or issuable upon exchange of 
any Note in any manner which interferes with the timely exchange of any Note. 
 IWCH will assist and cooperate with any Noteholder which is required to make 
any governmental filing or obtain any governmental approval prior to or in 
connection with any exchange of any Note, or the Post-Exchange Sale (in the 
case of the exchange of the PWH Notes), including making any filing required 
to be made by IWCH, and  IWCH will take all such actions as may be necessary 
to assure that all such shares of Exchange Stock may be so issued (and sold 
in the Post-Exchange Sale as described in Section 6, in the case of the 
exchange of the PWH Notes) without violation of any applicable law or any 
requirement of any domestic securities exchange upon which shares of Exchange 
Stock may be listed (except for official notice of issuance which will be 
immediately delivered by IWCH upon each such issuance).  Without limiting the 
foregoing, IWCH will use commercially reasonable efforts to take such actions 
as may be required so that the issuance of Exchange Stock upon the exchange 
of any Note, and the Post-Exchange Sale (in the case of  the exchange of the 
PWH

                                          9


Notes), are exempt from registration or qualification under all applicable
federal and state securities laws.

               (f)  RESERVATION OF SHARES.  IWCH will at all times reserve and
keep available out of its authorized but unissued shares of Voting Series G
Stock, Non-Voting Series G Stock, Voting Series H Stock and Non-Voting Series H
Stock solely for the purpose of issuance upon the exchange of the Notes, such
number of such Series of Exchange Stock as from time to time would be issuable
upon the exchange of all outstanding Notes.

               (g)  FURTHER EXCHANGE OR CONVERSION.  If the shares of Exchange
Stock issuable by reason of the exchange of any Note are convertible into or
exchangeable for any other stock or securities of IWCH, then IWCH will, at the
exchanging holder's option, at the effective time of the exchange of such Note
and upon the making of  any notice, statement or payment required to effect such
conversion or exchange of such Exchange Stock, deliver to such Noteholder or as
otherwise specified by such Noteholder a certificate or certificates
representing the stock or securities into which the shares of Exchange Stock
issuable by reason of such exchange are so convertible or exchangeable,
registered in such name or names and in such denomination or denominations as
such Noteholder has specified.

               (h)  NOTICE OF CERTAIN EVENTS.  IWCH will give written notice to
all Noteholders at least 20 days prior to the date on which IWCH closes its
books or takes a record (i) with respect to any Distribution upon Common Stock
or any series of Exchange Stock, (ii) with respect to any pro rata subscription
offer to holders of Common Stock or any series of Exchange Stock or (iii) for
determining rights to vote with respect to any Liquidity Event, Organic Change,
dissolution or liquidation.  IWCH will also give written notice to the
Noteholders at least 20 days prior to the date on which any Liquidity Event or
Organic Change takes place, and will give each Noteholder prompt written notice
of the occurrence of any event described in any of clause (i) or clause (ii) of
Section 3(a).

               (i)  NOTEHOLDERS' REPRESENTATIONS AND WARRANTIES.   Upon receipt
of any Exchange Stock, the exchanging Noteholder will be deemed to have made the
following representations and warranties (which representations and warranties
IWCH will be relying upon in entering into this Agreement), with respect to
itself and not with respect to any other Noteholder:

                    A.   Except in the case of any Exchange Stock acquired upon
the exchange of any PWH Note, the Exchange Stock which such Noteholder is
acquiring is being acquired for such Noteholder's own account, not as nominee or
agent, and not with a view to the resale or distribution of any part thereof in
violation of any applicable federal or state securities laws, and such
Noteholder has no present intention of selling, granting a participation in or
otherwise distributing any such Exchange Stock, and such Noteholder has no
contract, undertaking, agreement or arrangement with any Person to sell,
transfer or grant participations to any other Person with respect to any such
Exchange Stock.

                    B.   Such Noteholder believes that it has received all of
the information which it considers necessary or appropriate for deciding whether
to acquire such


                                          10


Exchange Stock.  Such Committed Investor has had an opportunity to ask questions
and receive answers from IWCH regarding the terms and conditions of the offering
of the Exchange Stock and the business, properties, prospects and financial
conditions of the Company.  The foregoing representation will not limit or
modify any representation or warranty of IWCH or any other Person made in any
Financing Document (as that term is defined in either Loan Agreement).

                    C.   Such Noteholder is an investor in securities of
companies in the development stage and acknowledges that it is able to fend for
itself, can bear the economic risk of its investment in the Exchange Stock has
such knowledge and experience in financial or business matters that it is
capable of evaluating the merits and risks of the investment in the Notes.  If
such Noteholder is not a natural person, then such Committed Investor was not
organized for the purpose of acquiring Exchange Stock.

                    D.   Such Noteholder understands that the Exchange Stock is
characterized as "restricted securities" under the federal securities laws,
inasmuch as they are being acquired from IWCH in a transaction not involving a
public offering and that under such laws and applicable regulations such
securities my be resold under the 1993 Act only under certain circumstances.  In
this connection, such Noteholder represents that it is familiar with Rule 144
promulgated under the 1933 Act, as presently in effect, and understands the
resale limitations imposed thereby and by the 1933 Act.

          5.   DETERMINATION OF APPRAISED VALUE.

               (a)  DEFINITION.  The "APPRAISED VALUE" at any time means:

                    i.   the amount that would be received by the holder of one
share of IWCH Common Stock upon the liquidation of IWCH after the satisfaction
in full of all of its liabilities and other obligations, if all Series G Stock
issuable in connection with the exchange of the IWCH Notes pursuant to Section
2, and all other Equity Securities of IWCH, any of its Subsidiaries or any
Investee which are then in the money (including the PWH Notes, to the extent
that the direct and indirect exchange and conversion rights associated therewith
are then in the money, whether or not the PWH Notes are then exchangeable, and
all Warrants) which directly or indirectly are convertible into or exercisable
or exchangeable for IWCH Common Stock were so converted, exercised or exchanged
in full prior to such liquidation (taking into account the consideration which
would be received by IWCH in connection with any such conversion, exercise or
exchange), if

                    ii.  such liquidation immediately followed a sale at the
effective time of the exchange in question of the consolidated assets of IWCH in
an all-cash transaction between an informed and willing buyer and an informed
and willing seller, neither being under any compulsion to buy or sell, at arms
length and arranged in an orderly manner over a reasonable period of time under
then prevailing market conditions.

For purposes of determining the amount described above, the Earned Warrant
Percentage will be deemed to be the maximum percentage which the Earned Warrant
Percentage could thereafter become (i.e., the Earned Warrant Percentage at such
time plus the maximum amount of all


                                          11


increases in the Earned Warrant Percentage which could occur pursuant to Section
7 based on the Commitment Percentage attributable to the unpaid principal amount
of the Notes if any which will be outstanding after the exchange of the IWCH
Notes).

               (b)  PROCEDURES.  Unless the Appraised Value is otherwise agreed
upon by IWCH and Majority IWCH Noteholders, and except to the extent that IWCH
and Majority IWCH Noteholders agree to alter the following procedures:

                    i.   the Appraised Value at any time will be determined by a
nationally-recognized investment banking firm (the "APPRAISER") which is
experienced in the valuation of business concerns such as IWCH and its
Subsidiaries and the Investees and which is designated by IWCH and which is
approved by Majority IWCH Noteholders (which approval no IWCH Noteholder will
unreasonably withhold), PROVIDED that, if IWCH does not designate such a firm
within 10 Business Days after the relevant Exchange Notice is given, then
Majority IWCH Noteholders will have the right to designate such a firm to act as
the Appraiser, so long as such firm is approved by IWCH (which approval IWCH
will not unreasonably withhold with respect to any such firm of which no 20%
Noteholder is an Affiliate);

                    ii.  if such a firm is not so designated and approved to act
as the Appraiser within 20 Business Days after any Exchange Notice is given
pursuant to Section 2(a) (unless a Liquidity Event has occurred or Majority IWCH
Noteholders have specified in such Exchange Notice that the exchange is to be
effective at or after the time of any Liquidity Event, in either which case the
Appraised Value need not be determined in connection with the requested
exchange), then the Appraiser will be selected by lot from among the top-tier
New York-based investment banking firms of which no 20% Noteholder is an
Affiliate;

                    iii. IWCH and each Noteholder will supply to the Appraiser
all relevant information in its possession or available to it which the
Appraiser may request and will use reasonable efforts to cause the Appraiser to
determine the Appraised Value as promptly as is practicable after it is
selected;

                    iv.  the Appraised Value determined by the Appraiser will be
set forth in a written report of the Appraiser delivered to IWCH (which will, in
turn, promptly deliver copy of such report to each IWCH Noteholder), and the
determination of the Appraised Value by the Appraiser will be binding on IWCH
and the IWCH Noteholders; and

                    v.   the fees and expenses of the Appraiser will be borne by
IWCH.

          6.   DETERMINATION OF PWH NOTE EXCHANGE PRICE.  Except as may
otherwise be agreed by IWCH and Majority PWH Noteholders, the PWH Note Exchange
Price will be determined, and immediately after the issuance thereof the Series
H Stock issued upon the exchange of the PWH Notes will be sold, as described in
this Section 6.


                                          12


               (a)  ENGAGEMENT OF PLACEMENT AGENT.  Promptly (but in any event
within 15 Business Days) after it receives an Exchange Notice pursuant to
Section 3(a), IWCH will engage a nationally-recognized investment banking firm
(the "PLACEMENT AGENT") which is experienced in arranging for the private
placement of securities such as the Series H Stock and which is designated by
IWCH and is approved by Majority PWH Noteholders (which approval no PWH
Noteholder will unreasonably withhold) to arrange for the Post-Exchange Sale
described in this Section 6.  If IWCH or Majority PWH Noteholders determine in
good faith that any Placement Agent engaged pursuant to this Section 6(a) is not
using reasonable efforts to arrange for the Post-Exchange Sale or will not be
capable of arranging such sale, then IWCH will terminate the engagement of such
Placement Agent and promptly will engage another investment banking firm which
is of the type, and which is designated and approved, as described in the
preceding sentence, and such other firm will be a "Placement Agent" under this
Section 6.

               (b)  EXCHANGE AND SALE TERMS GENERALLY.  The "POST-EXCHANGE SALE"
will be a sale for cash of the shares to be issued upon the exchange of the PWH
Notes to one or more Persons (the "SERIES H PURCHASERS") at such a price and
upon such other terms and conditions as will yield aggregate net cash proceeds
to the sellers of such shares (net of all related commissions, fees and
expenses) which are equal to the aggregate amount of the unpaid principal of and
accrued interest on the PWH Notes at the effective time of such exchange (the
"REQUIRED NET SALE PRICE").  The Post-Exchange Sale will be effected for the
account of the PWH Noteholders who receive such shares upon such exchange, on
the same day and immediately after the effective time of the exchange, and will
otherwise be made in accordance with the provisions of this Section 6.
Immediately prior to the Post-Exchange Sale, IWCH will effect the exchange of
the PWH Notes pursuant to Section 3 by issuing to each PWH Noteholder a number
of shares of Voting Series H Stock or Non-Voting Series H Stock, as the case may
be, which, when multiplied by the net cash price per share of Series H Stock to
be received by the selling holders in the Post-Exchange Sale (the "PWH NOTE
EXCHANGE PRICE"), will equal the aggregate unpaid principal amount of and
accrued interest on the PWH Note(s) held by such PWH Noteholder.

               (c)  EFFORTS TO EFFECT SALE.

                    i.   After the engagement of the Placement Agent, IWCH will
use reasonable efforts to cause the Placement Agent to arrange for the
Post-Exchange Sale.  IWCH will use reasonable efforts to cooperate with and
assist the Placement Agent in arranging for the Post-Exchange Sale, and
otherwise to cause the Post-Exchange Sale to occur. Subject to clause (iii)
below, IWCH will have the right on behalf of the PWH Noteholders to accept
offers to purchase the Series H Stock which are made by prospective Series H
Purchasers and which are approved by Majority PWH Noteholders (which approval no
PWH Noteholder will unreasonably withhold).

                    ii.  IWCH will, and will use reasonable efforts to cause the
Placement Agent to, (A) give the PWH Noteholders notice of any offer or
indication of interest from any prospective Series H Purchaser and of the
acceptance of any such offer, and (B) from time to time as any 20% Holder (as
that term is defined in the PWH Loan Agreement) may


                                          13


reasonably request, answer inquiries from such 20% Holder as to the actions
which have been taken to arrange for the Post-Exchange Sale, the progress and
status of negotiations toward that end and other matters relating to the
Post-Exchange Sale.

                    iii.  If during the 120 days after the Placement Agent is
engaged an offer which is approved by Majority PWH Noteholders (which approval
no PWH Noteholder will unreasonably withhold) is received from one or more
prospective Series H Purchasers to purchase the Series H Stock to be issued upon
the exchange of the PWH Notes for an aggregate net cash purchase price which
will be not less than the Required Net Sale Price, then IWCH will cause, and
will instruct the Placement Agent to cause, the exchange of the PWH Notes and
the sale of the Series H Stock to be issued upon such exchange to be consummated
in accordance with the terms of such offer (or another offer having terms and
conditions more favorable to IWCH and approved by Majority PWH Noteholders,
which approval no PWH Noteholder will unreasonably withhold) and this Section 6,
if more than one such offer is received; PROVIDED that (i) IWCH's obligations
pursuant to this Section 6 will continue until a Post-Exchange Sale is effected,
whether or not pursuant to an offer received during such 120-day period and
whether or not any such offer is received during such 120-day period, and (ii)
after such 120-day period, Majority PWH Noteholders will also have the right to
accept in good faith on behalf of the PWH Noteholders any offer to purchase such
Series H Stock for an aggregate net cash purchase price equal to the Required
Net Sale Price and IWCH will use reasonable efforts to cause any such sale to
occur.

               (d)  FIRST OFFER RIGHT.

                    i.    Promptly after the Placement Agent is engaged, IWCH
will send to the PWH Noteholders written notice of such engagement.  Whether or
not IWCH delivers such notice, at any time after an Exchange Notice is given and
prior to the 30th day after such PWH Noteholder receives the notice from IWCH
described in the preceding sentence, any PWH Noteholder may offer to purchase
all or a portion of the shares of Series H Stock to be issued upon the exchange
of the PWH Notes by delivering to IWCH written notice (a "FIRST OFFER NOTICE").
Each First Offer Notice will state the price (or the maximum price) per share of
Series H Stock which such PWH Noteholder would pay for such Series H Stock and
the aggregate purchase price or the percentage of such shares (or the maximum
aggregate purchase price or maximum percentage of such shares) which such PWH
Noteholder would be willing to pay or purchase.

                    ii.   If IWCH receives any First Offer Notice from any PWH
Noteholder, then no Post-Exchange Sale as to which the PWH Note Exchange Price
is equal to or less than the price (or the maximum price) per share set forth in
such First Offer Notice will be consummated (and no offer to consummate such a
Post-Exchange Sale will be accepted) unless IWCH gives such PWH Noteholder
written notice of the terms and conditions of such Post-Exchange Sale not fewer
than ten Business Days prior to such consummation or acceptance and such PWH
Noteholder is permitted to purchase in such Post-Exchange Sale, at the same
price and upon the same other terms and conditions as all other Series H
Purchasers, such quantity of such shares of the Series H Stock as such PWH
Noteholder desires to purchase (up to the


                                          14


quantity or maximum quantity of such shares, by price or percentage, specified
in such First Offer Notice).  Any PWH Noteholder described in the preceding
sentence may elect to purchase shares of Series H Stock by giving IWCH written
notice (a "PURCHASE NOTICE") during the ten Business Days after it receives the
notice from IWCH described in the preceding sentence, and any PWH Noteholder who
so elects will be a Series H Purchaser.  Each Purchase Notice will set forth the
quantity of shares that such PWH Noteholder desires to purchase.

                    iii.  If more than one PWH Noteholder has the right to
purchase shares of Series H Stock by reason of clause (ii) above and the PWH
Noteholders who deliver Purchase Notices  elect in the aggregate to purchase
more than the number of shares of Series H Stock to be issued upon the
conversion of the PWH Notes, then the shares to be purchased will be allocated
among them pro rata, according to the respective quantities of such shares which
they indicated in their Purchase Notices.

                    iv.   If any former PWH Noteholder which exchanged Tranche B
PWH Notes in the exchange of the PWH Notes purchases Voting Series H Stock in
the Post-Exchange Sale, then at such purchaser's request, immediately after the
Post-Exchange Sale, IWCH will exchange such Voting Series H Stock for
validly-issued, fully-paid and nonassessable shares of Non-Voting Series H
Stock, on a share-for-share basis.

               (e)  OTHER TERMS OF SALE.  All expenses associated with the
Post-Exchange Sale will be paid by IWCH, so that the net proceeds received by
each selling former PWH Noteholder will equal the aggregate unpaid principal
amount of and accrued interest on the PWH Note(s) held by such former PWH
Noteholder immediately prior to such exchange.  No selling former PWH Noteholder
will be required to make any representation or warranty, provide any
indemnification or incur or agree to any other liability or obligation to any
Person in connection with the Post-Exchange Sale; PROVIDED that each selling
Person may be required to make representations and warranties as to its own
power and authority to sell the shares in question and its ownership of such
shares, and may be required to indemnify the Series H Purchasers in respect of
any breach of any such representation or warranty.  IWCH will make such
customary representations, warranties, covenants and agreements in favor of the
Series H Purchasers as may be required in order to induce Persons to agree to be
Series H Purchasers and to consummate the Post-Exchange Sale.

               (f)  CLOSING.  The closing of the exchange of the PWH Notes for
shares of Series H Stock and the Post-Exchange Sale will occur at the principal
offices of IWCH as soon as is practicable after one or more offers to consummate
the Post-Exchange Sale have been accepted.  At such closing, IWCH will deliver
to the Series H Purchasers (on behalf of the selling former PWH Noteholders)
certificates representing the shares of Series H Stock to be purchased by them,
and the Series H Purchasers will deliver to the selling former PWH Noteholders
the purchase price for the shares of Series H Stock held by them by wire
transfer of immediately available funds to the respective accounts designated by
them.
          7.   MATTERS RELATING TO WARRANTS.  The "TOTAL NUMBER OF ISSUABLE
WARRANT SHARES" referred to in any Initial Warrant will be determined as
provided in this Section 7.


                                          15


               (a)  DEFINITION.  At any time, the "TOTAL
NUMBER OF ISSUABLE WARRANT SHARES" will equal "x", where

               x = EW% (OS + x)

and  EW% =     the Earned Warrant Percentage at such time determined as provided
               in Section 7(b), and

     OS =      the number of shares of IWCH Common Stock outstanding on a
               fully-diluted basis on the date of this Agreement, without regard
               to the exchange of the Notes pursuant to this Agreement or the
               exercise of the Warrants (which number IWCH represents and
               warrants is 24,449,440), as such number may be proportionately
               adjusted to reflect any stock dividend, stock split, reverse
               stock split or other subdivision or combination of the IWCH
               Common Stock effected prior to such time but after the date of
               this Agreement.

               (b)  INITIAL EARNED WARRANT PERCENTAGE.  On the date of this
Agreement, the "EARNED WARRANT PERCENTAGE" is 1.00%.  After the date of this
Agreement, the Earned Warrant Percentage may be increased from time to time, as
provided in Section 7(c).

               (c)  INCREASES IN EARNED WARRANT PERCENTAGE.  From time to time,
the Earned Warrant Percentage may increase as follows (it being understood that
the increases described below are stated in absolute terms, not in terms of the
percentage increase from the Earned Warrant Percentage previously in effect):(1)

                    i.   ENGAGEMENT OF MANAGING UNDERWRITER.  On August 22,
1997, the Earned Warrant Percentage will increase by 1.00% multiplied by the
Commitment Percentage on such date, unless on or prior to such date IWCH has
designated in writing to each 20% Holder one or more nationally-recognized
investment banking firms to act as the managing underwriter(s) for an initial
public offering of IWCH Voting Common Stock of the type described in clause (ii)
below.  If the Earned Warrant Percentage increases pursuant to this clause (i),
then the Earned Warrant Percentage will not increase pursuant to clause (ii)
below and will not increase pursuant to clause (iii) below.

                    ii.  REGISTRATION STATEMENT FILING.  On October 31, 1997,
the Earned Warrant Percentage will increase by 1.00% multiplied by the
Commitment Percentage on such date, unless either

                         A. the Earned Warrant Percentage increased pursuant to
clause (i) above, or


- ------------------------

(1)  I.E., if the increase described in clause (i) above were the first to occur
and the Commitment Percentage on August 31, 1997 were 100%, then the Earned
Warrant Percentage will increase from 1.00% to 2.00%, not by 1.00% of 1.00%.


                                          16


                         B.   on or prior to such date IWCH has filed a
registration statement or amended registration statement on Form S-1 under the
1933 Act with respect to a public offering of IWCH Voting Common Stock with an
aggregate anticipated offering price to the public of not less than $50,000,000.

If the Earned Warrant Percentage increases pursuant to this clause (ii), then
the Earned Warrant Percentage will not increase pursuant to clause (iii) below.

                    iii.  COMPLETION OF PUBLIC OFFERING OR PURSUANT OF PRIVATE
SALE.  On December 31, 1997, the Earned Warrant Percentage will increase by
1.00% multiplied by the Commitment Percentage on such date, unless either

                          A.  the Earned Warrant Percentage increased pursuant
to clause (i) above,

                          B.  the Earned Warrant Percentage increased pursuant
to clause (ii) above,

                          C.  on or prior to such date, IWCH has consummated the
sale of IWCH Voting Common Stock pursuant to a public offering of the type
contemplated by clause (ii)(B) above, or

                          D.  on or prior to such date, IWCH entered into a
written agreement (which is in effect on such date) engaging a
nationally-recognized investment banking firm or broker to arrange for (x) a
private placement of Equity Securities of IWCH which, when consummated, would
constitute a Liquidity Event of a type described in clause (a) of the definition
of the term "Liquidity Event" or (y) a sale for cash of assets of Borrower, its
Subsidiaries and/or the Investees having a value (as reasonably determined by
such firm or broker) which is anticipated to yield cash proceeds to IWCH (net of
related transaction expenses and resulting taxes) of not less than $50,000,000.

                    iv.   IWCH COMMITMENT OR NOTES OUTSTANDING.    On each date
set forth below, unless the Commitment Termination Date (as that term is defined
in the IWCH Loan Agreement) has theretofore occurred and no IWCH Note is
outstanding, then the Earned Warrant Percentage will increase by the
corresponding percentage set forth below, multiplied by the Commitment
Percentage on such date:

                           DATE              PERCENTAGE
                    -----------------        ----------
                    November 17, 1997           0.18%
                    February 17, 1998           0.18%
                    May 17, 1998                0.18%
                    August 17, 1998             0.30%
                    November 17, 1998           0.48%
                    February 17, 1999           0.60%


                                          17


                    v.   PWH NOTES OUTSTANDING.    On each date set forth below,
if any PWH Note is outstanding, then the Earned Warrant Percentage will increase
by the corresponding percentage set forth below, multiplied by a fraction, the
numerator of which is the aggregate unpaid principal amount of the PWH Notes on
such date and the denominator of which is $22,000,000:

                               DATE                    PERCENTAGE
                         -----------------             ----------
                         November 17, 1997               0.57%
                         February 17, 1998               0.57%
                         May 17, 1998                    0.57%
                         August 17, 1998                 0.95%
                         November 17, 1998               1.52%
                         February 17, 1999               1.90%


          8.   SUCCESSORS AND ASSIGNS IN GENERAL.  This Agreement will be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns, except that IWCH may not assign or transfer its rights
under this Agreement or any interest under this Agreement or delegate its
liabilities, obligations or duties, without the prior written consent of
Majority IWCH Noteholders and Majority PWH Noteholders.  Any Person which is not
already a party to this Agreement and which becomes the holder of any Note or
Warrant will, by virtue of becoming such a holder, become a party to this
Agreement and as an additional Noteholder or Warrantholder, as the case may be.

          9.   MODIFICATIONS, AMENDMENTS OR WAIVERS.  The provisions of this
Agreement may be modified, amended or waived, but only by a written instrument
signed by IWCH, Majority IWCH Noteholders and Majority PWH Noteholders.

          10.  NO IMPLIED WAIVERS; CUMULATIVE REMEDIES; WRITING REQUIRED.  No
delay or failure of any Holder in exercising any right, power or remedy under
this Agreement will affect or operate as a waiver thereof, nor will any single
or partial exercise thereof or any abandonment or discontinuance of steps to
enforce such a right, power or remedy preclude any further exercise thereof, or
of any other right, power or remedy.  The rights and remedies of each Holder
under this Agreement are cumulative and not exclusive of any rights or remedies
which it would otherwise have.  Any waiver, permit, consent or approval of any
kind or character on the part of any Holder of any breach or default or any such
waiver of any provision or condition of this Agreement must be in writing and
will be effective only to the extent in such writing specifically set forth and
executed by Majority IWCH Noteholders and Majority PWH Noteholders.

          11.  HOLIDAYS.  Whenever any payment or action to be made or taken
under this Agreement is stated to be due or required to be taken on a day which
is not a Business Day, such payment or action will be made or taken on the next
following Business Day, and such extension of time will be included in computing
interest or fees, if any, in connection with such payment or action.


                                          18


          12.  NOTICES.  All notices and other communications given to or made
upon any party hereto in connection with this Agreement will, except as
otherwise expressly provided herein, be in writing and mailed, telecopied or
delivered by hand or by reputable overnight courier service to the respective
parties, as follows:

          IWCH:     400 S. El Camino Real
                    Suite 1275
                    San Mateo, CA 94402
                    Attention:     Douglas S. Sinclair
                    Aarti D. Gurnani
                    Telecopy: (650) 548-1842

          with a copy (which will not constitute notice) to:

                    Brooks Stough, Esq.
                    Gunderson Dettmer Stough Villeneuve
                    Franklin & Hachigan, LLP
                    155 Constitution Drive
                    Menlo Park, CA 94025
                    Telecopy:      (650) 343-7502

    To any Holder:  To the address (if any) for such Holder set forth on the
                    attached EXHIBIT A, with any copy described on such EXHIBIT
                    A

or in accordance with any subsequent written direction from the recipient party
to the sending party made in accordance with this Section 12.  All such notices
and other communications will, except as otherwise expressly provided in this
Agreement, be effective upon (a) delivery if delivered by hand; (b) on the
Business Day after deposited with a reputable overnight courier service,
delivery charges prepaid; (c) on the third Business Day after deposited in the
mail, postage prepaid; or (d) in the case of telecopy, when received.

          13.  SURVIVAL.  All representations, warranties, covenants and
agreements of IWCH contained in this Agreement or made in writing in connection
herewith or therewith will survive the execution and delivery of this Agreement,
the making of the "Loans" referred to in the Loan Agreements and the issuance of
the Notes.

          14.  GOVERNING LAW; WAIVERS AND JURISDICTION.

               (a)  GOVERNING LAW.  This Agreement will in all respects be
governed by, and construed and enforced in accordance with, the laws of the
State of New York, without giving effect to any choice of law or conflict of law
rules or provisions (whether of the State of New York or any other jurisdiction)
that would cause the application of the laws of any jurisdiction other than the
State of New York, except that corporate matters with respect to IWCH and its
capital stock and stockholder will be governed by the applicable provisions of
the Delaware General Corporation Law, as amended.


                                          19


               (b)  WAIVERS.  To the extent permitted by law, each party hereto
hereby waives personal service of any and all process upon it in connection with
this Agreement and agrees that all such service of process may be made as
provided in Section 12, and service so made will be deemed to be completed as
provided in Section 12.  In addition, each party hereto hereby waives trial by
jury, any objections based on FORUM NON CONVENIENS and any objections to venue
of any action arising out of, connected with, related to or incidental to the
transactions contemplated by or the relationships established in connection with
this Agreement.

               (c)  EXCLUSIVE JURISDICTION.  Except as provided in Section
14(d), all disputes among or between any of the parties hereto arising out of,
connected with, related to or incidental to the transactions contemplated by or
the relationship established between them in connection with this Agreement, and
whether arising in contract, tort, equity or otherwise, will be resolved only by
state or federal courts located in New York County, New York, and each party
hereto hereby consents and submits to the jurisdiction of any state or federal
court located within such county and state.  The parties hereto acknowledge,
however, that any appeals from those courts may be required to be heard by a
court located outside of New York County, New York.  Each party hereto waives in
all disputes any objection that it may have to the location of the court
considering the dispute.  Nothing in this Section 14 will affect the right of
any party hereto to serve legal process in any other manner permitted by law or
affect the right of any Holder to bring any action or proceeding against IWCH or
its property in the courts of any other jurisdiction.

               (d)  OTHER JURISDICTIONS.  Each party hereto agrees that any
party hereto will have the right to proceed against it in a court in any
location to enable such proceeding Person to enforce a judgment or other court
order obtained in any proceeding brought in accordance with Section 14(c) and
entered in favor of such proceeding Person.  Each party hereto waives any
objection that it may have to the location of the court in which any other party
has commenced a proceeding described in this Section 14(d).

          15.  HEREIN, ETC.  Words such as "herein," "hereunder," "hereof" and
the like will be deemed to refer to this Agreement as a whole and not to any
particular Section or other portion of this Agreement.  Section, clause and
Exhibit references contained in this Agreement are references to Sections,
clauses and Exhibits in or attached to this Agreement, unless otherwise
specified.  Each defined term used in this Agreement has a comparable meaning
when used in its plural or singular form.  Each gender-specific term used in
this Agreement has a comparable meaning whether used in a masculine, feminine or
gender-neutral form.  As used in this Agreement, the terms "knowledge" or
"aware" will include the actual knowledge and awareness of the Person in
question, and the knowledge and awareness that such Person would have obtained
after making reasonable inquiry and exercising reasonable diligence with respect
to the matter in question. Whenever the term "including" is used in this
Agreement (whether or not that term is followed by the phrase "but not limited
to" or "without limitation" or words of similar effect) in connection with a
listing of items within a particular classification, that listing will be
interpreted to be illustrative only and will not be interpreted as a limitation
on, or an exclusive listing of, the items within that classification.  Each
reference in this Agreement to any


                                          20


law will be deemed to include such law as it hereafter may be amended,
supplemented or modified from time to time and any successor thereto.

          16.  SEVERABILITY.  Whenever possible, each provision of this
Agreement will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be prohibited
by or invalid under applicable law in any jurisdiction, such provision will be
ineffective only to the extent of such prohibition or invalidity, without
invalidating any other provision of this Agreement or any other Loan Document
(as that term is variously defined in the Loan Agreements).

          17.  HEADINGS.  Section and subsection headings in this Agreement are
included for convenience of reference only and will not constitute a part of
this Agreement for any other purpose.

          18.  COUNTERPARTS.  This Agreement may be executed in multiple
counterparts and by any party hereto or thereto on separate counterparts, each
of which, when so executed and delivered, will be an original, but all such
counterparts will together constitute one and the same instrument.  This
Agreement will be effective when it is executed and delivered by IWCH, whether
or not it has been executed and delivered by all Initial Holders.  Each Holder
which is not a signatory to this Agreement will be an express, third-party
beneficiary of this Agreement having all of the rights, and being bound by all
of the agreements, of a Holder which is a signatory to this Agreement.

          19.  COMPLETE AGREEMENT.  Except as otherwise expressly set forth
herein, this Agreement, the Notes and the other Loan Documents (as that term is
variously defined in the Loan Agreements) embody the complete agreement and
understanding of the parties hereto and thereto and supersede and preempt any
prior understandings, agreements or representations by or among the parties,
whether written or oral, which may have related to the subject matter hereof in
any way, and such agreements may not be contradicted or varied by evidence of
prior, contemporaneous or subsequent oral discussions or understandings of the
parties.  The parties hereto acknowledge and agree there are no oral
understandings or agreements between them with respect to the subject matter
hereof or thereof.

          20.  NO STRICT CONSTRUCTION.  The language used in this Agreement will
be deemed to be the language chosen by the parties to express their mutual
intent.  In the event an ambiguity or question of intent or interpretation
arises, this Agreement will be construed as if drafted jointly by the parties,
and no presumption or burden of proof will arise favoring or disfavoring any
Person by virtue of the authorship of any of the provisions of this Agreement.


                                          21


          IN WITNESS WHEREOF, the parties hereto, by their officers thereunto
duly authorized, have executed this Exchange Agreement as of the day and year
first above written.


                              INTERNATIONAL WIRELESS
                              COMMUNICATIONS HOLDINGS, INC.


                              By:  /s/ Douglas S. Sinclair
                                   ----------------------------------------
                              Its: Executive Vice President
                                   ---------------------------------------


                              TORONTO DOMINION INVESTMENTS, INC.


                              By: /s/ Martha L. Gariepy
                                  ---------------------------------------
                              Its:
                                   --------------------------------------


                              VANGUARD CELLULAR FINANCIAL
                              CORPORATION


                              By: /s/ Haynes Griffin
                                  ----------------------------------------

                              Its:
                                   ---------------------------------------




          IN WITNESS WHEREOF, the parties hereto, by their officers thereunto
duly authorized, have executed this Exchange Agreement as of the day and year
first above written.





                              ---------------------------------------
                              [Type or print out name.]


                              By:
                              ---------------------------------------
                              Name:
                              Title:
                              Address for Notices:




                                      EXHIBIT A

                             HOLDERS' NAMES AND ADDRESSES


Vanguard Cellular Financial Corporation
2002 Pisgah Church Road, Suite 300
Greensboro, NC 27455
Attention: Haynes Griffin
Telecopy: (910) 545-2233

     WITH A COPY (WHICH WILL NOT CONSTITUTE NOTICE) TO:

     Joe Blum
     Latham & Watkins
     One Angel Court
     London EC2R 7HJ
     England
     Telecopy: 011 44 171 374 4460

Toronto Dominion Investments, Inc.
909 Fannin Street
Suite 1700
Houston, TX 77010
Attention: Martha Gariepy
Fax No.: (713) 652-2647

     WITH A COPY (WHICH WILL NOT CONSTITUTE NOTICE) TO:

     Toronto Dominion Investments, Inc.
     31 West 52nd Street, 20th Floor
     New York, NY 10019
     Attention: Brian A. Rich
     Telecopy: (212) 974-8429

               AND

     John Kuehn
     Kirkland & Ellis
     153 East 53rd Street
     New York, NY 10022
     Teleopy: (212) 446-4900


                                         A-1