<PAGE>

                    BRIDGE LOAN AGREEMENT SUPPLEMENT NO. 1
                                       
                                                     September 18, 1997
                                                                       
         Reference is made to (i) the Bridge Loan Agreement, dated as of May 
16, 1997, between Star Digitel Limited, a company organized under the laws of 
Hong Kong (the "BORROWER"), and The Toronto-Dominion Bank (the "LENDER"), as 
amended by the Waiver Agreement (the "FIRST WAIVER AGREEMENT"), dated as of 
July 10, 1997, among the Borrower, the Lender and PT. Bank Indonesia Raya 
("BANK BIRA") (as so amended, the "BRIDGE AGREEMENT"), and (ii) the Bridge 
Loan Agreement, dated as of July 10, 1997, between the Borrower and Bank BIRA 
(the "BANK BIRA AGREEMENT").  Capitalized terms not otherwise defined in this 
Bridge Agreement Supplement have the same meanings as specified in the Bridge 
Agreement.
       
         WHEREAS, the Borrower desires to enter into this Bridge Agreement 
Supplement pursuant to which the Borrower is requesting that the Lender 
provide up to an additional $10,000,000 under the Bridge Agreement as set 
forth herein;
       
         WHEREAS, Bank BIRA, the Borrower and the Lender are willing pursuant 
to a Waiver Agreement to be entered into simultaneously herewith (the "SECOND 
WAIVER AGREEMENT"), on the terms and conditions stated therein, to provide 
certain waivers under the Bank BIRA Agreement and to enter into certain other 
arrangements with the Lender in connection with the transactions contemplated 
by this Bridge Agreement Supplement; and
       
         WHEREAS, the Lender, on the terms and conditions stated below and in 
the Second Waiver Agreement, has agreed to amend the Bridge Agreement as 
hereinafter and thereinafter set forth.
       
         Accordingly, the Lender and the Borrower, intending to be legally 
bound, hereby agree that the Bridge Agreement be, and hereby is, amended and 
supplemented as follows:
       
         1.   AMENDMENTS TO BRIDGE AGREEMENT.
       
         (a)  Section 1.01 of the Bridge Agreement is hereby amended as follows:
       
              (i)   The definition of "ADVANCE" is amended in full to be and  
         read as follows:  "'ADVANCES' has the meaning specified in Section 
         2.01(a) and, for the purpose of this Agreement, shall be deemed to 
         include each First Supplemental Advance, as applicable."
                 
              (ii)  The definition of "APPLICABLE MARGIN" is amended by adding 
         to the end thereof:  "References to 'APPLICABLE MARGIN' under this 
         Agreement shall be deemed to include references to First Supplemental
         Applicable Margin, as applicable."
                 
              (iii) The definition of "COMMITMENT" is amended in full to be and 
         read as follows: "'COMMITMENT' has the meaning specified in Section 
         2.01(a) and, for the purpose of this Agreement, shall be deemed to 
         include the First Supplemental Commitment, as applicable."
<PAGE>

                                       2
                 
              (iv)  The definition of "EFFECTIVE DATE" is amended in full to be 
         and read as follows: "'EFFECTIVE DATE' has the meaning specified in 
         Section 3.01 and, for purpose of this Agreement, shall be deemed to 
         include the First Supplemental Effective Date, as applicable."
                 
              (v)   The definition of "FACILITY" is amended in full to be and 
         read as follows:  "'FACILITY' has the meaning specified in Section 
         2.01(a) and, for purpose of this Agreement, shall be deemed to include 
         the First Supplemental Facility, as applicable."
                 
              (vi)  The definition of "NOTE" is amended by adding to the end 
         thereof:  "References to 'NOTE' under this Agreement shall be deemed to
         include references to the First Supplemental Note, as applicable."
                 
              (vii) The definition of "TERMINATION DATE" is amended by adding to
         the end thereof:  "References to 'TERMINATION DATE' under this 
         Agreement shall be deemed to include references to the First 
         Supplemental Termination Date, as applicable."
                 
              (ix)  Section 1.01 of the Bridge Agreement is amended to include 
         the following new terms set forth therein in alphabetical order:
                 
                    (A)  "'FIRST SUPPLEMENTAL ADVANCES' has the meaning 
              specified in Section 2.01(b)."
                      
                    (B)  "'FIRST SUPPLEMENTAL APPLICABLE MARGIN' means, as of 
              any date of determination, (a) during the period from the First 
              Supplemental Effective Date to the Initial Maturity Date, 2.25% 
              and, subject to the Extension pursuant to Section 2.04(b), (b) 
              during the period thereafter until the Final Maturity Date, 
              2.50%."
                      
                    (C)  "'FIRST SUPPLEMENTAL COMMITMENT' has the meaning 
              specified in Section 2.01(b)."
                      
                    (D)  "'FIRST SUPPLEMENTAL EFFECTIVE DATE' means, with 
              respect to the First Supplemental Facility, the first date on 
              which the conditions precedent set forth in Section 3.01 have been
              satisfied.
                      
                    (E)  "'FIRST SUPPLEMENTAL FACILITY' has the meaning 
              specified in Section 2.01(b)."
                      
                    (F)  "'FIRST SUPPLEMENTAL NOTE' means a promissory note of 
              the Borrower payable to the order of the Lender, in substantially 
              the form of Exhibit A-1 hereto, evidencing the aggregate 
              indebtedness of the Borrower to the Lender resulting from the 
              First Supplemental Advances made by the Lender."
<PAGE>

                                       3
                      
                    (G)  "'FIRST SUPPLEMENTAL TERMINATION DATE' means the 
              earlier of (i) the 30th day immediately following the First 
              Supplemental Effective Date and (ii) the date of termination of 
              whole of the First Supplemental Commitments pursuant to Section 
              6.01.
                      
         (b)  Section 2.01 of the Bridge Agreement is hereby amended in full 
to be and read as follows:
       
              "SECTION 2.01.  THE ADVANCES.  (a) The Lender agrees, on the terms
         and conditions hereinafter set forth, to make advances (the "ADVANCES")
         to the Borrower from time to time on any Business Day during the period
         from the Effective Date until the Termination Date in an aggregate
         amount not to exceed at any time outstanding $8,000,000 (the "FACILITY"
         or, as of the date hereof, the "COMMITMENT").  Each Borrowing shall be 
         in an aggregate amount of $2,000,000 or an integral multiple of 
         $1,000,000 in excess thereof.  Each Borrowing shall consist of Advances
         made on the same day by the Lender.  The Borrower acknowledges and 
         agrees that the Lender shall not provide more than three Borrowings 
         under the Facility.
            
              (b)  The Lender agrees, on the terms and conditions hereinafter 
         set forth, to make advances (the "FIRST SUPPLEMENTAL ADVANCES") to the 
         Borrower from time to time on any Business Day during the period from 
         the First Supplemental Effective Date until the First Supplemental
         Termination Date in an aggregate amount not to exceed at any time 
         outstanding $10,000,000 (the "FIRST SUPPLEMENTAL FACILITY" or, as of 
         the date hereof, the "FIRST SUPPLEMENTAL COMMITMENT").  Each Borrowing 
         shall be in an aggregate amount of $2,000,000 or an integral multiple 
         of $1,000,000 in excess thereof.  Each Borrowing shall consist of First
         Supplemental Advances made on the same day by the Lender.  The Borrower
         acknowledges and agrees that the Lender shall not provide more than 
         three Borrowings under the First Supplemental Facility."
            
         (c)  Section 2.03 of the Bridge Agreement is hereby amended in full 
to be and read as follows:
       
         "SECTION 2.03.  FEES.
            
              (a)  COMMITMENT FEES.  The Borrower agrees to pay the Lender for 
         its account (i) a commitment fee on the unused portion of the Facility 
         from May 16, 1997 until the Termination Date at a rate per annum equal 
         to 0.5% per annum, payable in arrears, on the Termination Date; and (b)
         a commitment fee on the unused portion of the First Supplemental 
         Facility from September 18, 1997 until the First Supplemental 
         Termination Date at a rate per annum equal to 0.5% per annum, payable 
         in arrears, on the First Supplemental Termination Date.
            
              (b)  EXTENSION FEE.  Subject to Section 2.04(b), the Borrower 
         agrees to pay the Lender for its account an extension fee equal to 
         $225,000 (the "EXTENSION FEE") at the Extension Date.
            
              (c)  UPFRONT FIRST SUPPLEMENTAL FEE.  The Borrower agrees to pay 
         the Lender for its account an upfront fee equal to $125,000 on 
         September 18, 1997."
<PAGE>

                                       4
            
         2.   This Bridge Agreement Supplement shall not become effective 
unless and until:
       
              (i)   all of the conditions set forth in Section 3.01 of the 
         Bridge Agreement shall have been satisfied with respect to the First 
         Supplemental Facility,
            
              (ii)  the Lender shall have received (A) counterparts of this 
         Bridge Agreement Supplement executed by all of the parties hereto, (B) 
         counterparts of the Guaranty Amendment and Consent executed by STHL 
         (the "STHL GUARANTY AMENDMENT"), and the Guaranty Amendment and Consent
         executed by VCFC (the "VCFC GUARANTY AMENDMENT"), each in the form 
         attached hereto as Exhibits B and C, respectively, (C) counterparts of 
         the Second Waiver Agreement executed by all of the parties thereto and 
         (D) evidence that all necessary corporate action and all necessary 
         governmental and third party approvals, consents and registrations
         relating to the execution, delivery and performance of this Bridge 
         Agreement Supplement, the Second Waiver Agreement and the obligations 
         hereunder and thereunder have been duly taken, made or obtained and 
         remain in full force and effect, and
            
              (iii) provided that, (A) the representations and warranties 
         contained in Article IV of the Bridge Agreement and Section 6 of each 
         of the Guaranties are correct on and as of the date hereof as though 
         made on and as of such date (other than such representations or 
         warranties that, by their terms, refer to a date other than the date 
         hereof), and (B) no event has occurred or is continuing, or would
         result from the execution, delivery or performance of this Bridge 
         Agreement Supplement, that constitutes an Event of Default under the 
         Bridge Agreement.
            
         3.   The parties hereto acknowledge that the Borrower is 
contemplating the issuance of convertible bonds.  The Borrower shall provide 
the Lender or its affiliate the right, at the sole discretion of the Lender 
or its affiliate, to be part of the selling group for such bonds in such 
amount as the Lender or its affiliate shall determine.
       
         4.   The effectiveness of this Bridge Agreement Supplement is 
conditioned upon the accuracy of the factual matters described herein.
       
         5.   On and after the effectiveness of this Bridge Agreement 
Supplement, (i) each reference in the Bridge Agreement to "this Agreement", 
"hereunder", "hereof" or words of like import referring to the Bridge 
Agreement, (ii) each reference in each of the Guaranties to the "Credit 
Agreement", "thereunder", "thereof" or words of like import referring to the 
Bridge Agreement, shall mean and be a reference to the Bridge Agreement, as 
amended by the First Waiver Agreement, this Bridge Agreement Supplement and 
the Second Waiver Agreement.
<PAGE>

                                       5
       
         6.   The Bridge Agreement, as specifically amended and supplemented 
by this Bridge Agreement Supplement, is and shall continue to be in full 
force and effect and is hereby in all respects ratified and confirmed.  The 
execution, delivery and effectiveness of this Bridge Agreement Supplement 
shall not, except as expressly provided herein, operate as a waiver of any 
right, power or remedy of the Lender under the Bridge Agreement or either of 
the VCFC Guaranty or the STHL Guaranty, nor constitute a waiver of any 
provision of the Bridge Agreement or either of the VCFC Guaranty or the STHL 
Guaranty.
       
         7.   This Bridge Agreement Supplement may be executed in any number 
of counterparts and by different parties hereto in separate counterparts, 
each of which when so executed shall be deemed to be an original and all of 
which taken together shall constitute one and the same agreement.  Delivery 
of an executed counterpart of a signature page to this Bridge Agreement 
Supplement by telecopier shall be effective as delivery of a manually 
executed counterpart of this Bridge Agreement Supplement.
<PAGE>

                                       6

         8.   This Bridge Agreement Supplement shall be governed by, and 
shall be construed in accordance with, New York law.
       
       
         IN WITNESS WHEREOF, the parties hereto have caused this Bridge 
Agreement Supplement to be executed by their respective officers thereunto 
duly authorized, as of the date first above written.
       
       
                                         STAR DIGITEL LIMITED
       
       
                                         By:
                                            ------------------------------------
                                            Name:
                                            Title:
       
       
                                         THE TORONTO-DOMINION BANK, as
                                         the Lender
       
       
                                         By:
                                            ------------------------------------
                                            Name:
                                            Title:

<PAGE>
                                                                     EXHIBIT A-1
                                                                               
                                                                               
                      FIRST SUPPLEMENTAL PROMISSORY NOTE
                                       
                                       
$10,000,000                                           Dated:  September 18, 1997



          FOR VALUE RECEIVED, the undersigned, STAR DIGITEL LIMITED, a 
corporation organized under the laws of Hong Kong (the "BORROWER"), HEREBY 
PROMISES TO PAY to the order of THE TORONTO-DOMINION BANK (the "LENDER") on 
November 12, 1997 (or if the maturity of this First Supplemental Promissory 
Note is extended to a later date pursuant to Section 2.04(b) of the Bridge 
Loan Agreement referred to below, on such later date) the principal amount of 
TEN MILLION DOLLARS ($10,000,000) or, if less, the aggregate unpaid principal 
amount of the First Supplemental Advances (as defined below) made by the 
Lender to the Borrower pursuant to the Bridge Loan Agreement Supplement 
(referred to below); capitalized terms that are not defined herein having the 
respective meanings specified in the Bridge Loan Agreement (referred to 
below).

          The Borrower promises to pay interest on the principal amount of 
each First Supplemental Advance from the date of such First Supplemental 
Advance until such principal amount is paid in full, at such interest rates, 
and payable at such times, as are specified in the Bridge Loan Agreement 
(referred to below).

          Both principal and interest are payable in the lawful money of the 
United States of America to the Lender Bank of America, New York Branch, in 
immediately available funds.  Such payments shall be made by wire transfer to 
the account of the Lender at Bank of America, New York Branch with its office 
at 1 World Trade Center, 10th Floor, New York, NY 10048-1191, USA, Account 
No. 6550 2-97469 CHIPS 361042, or such other account as the Lender may 
designate. The Lender is authorized but not required to record the date and 
amount of each First Supplemental Advance owing to it and the date and amount 
of each principal payment on the schedule annexed hereto and made a part 
hereof, or on a continuation thereof which shall be attached hereto and made 
a part hereof, and any such recordation shall, in the absence of manifest 
error, constitute PRIMA FACIE evidence of the accuracy of the information so 
recorded.  Prior to any transfer of this First Supplemental Promissory Note, 
the Lender shall record the foregoing on such schedule or continuation 
thereof; PROVIDED, HOWEVER, that the Lender's so to record shall not limit 
the obligations of the Borrower hereunder and under the Bridge Loan Agreement 
to repay the actual outstanding principal of and interest on each First 
Supplemental Advance.

          This First Supplemental Promissory Note is the First Supplemental 
Note referred to in, and is entitled to the benefits of (a) the Bridge Loan 
Agreement, dated as of May 16, 1997, between the Borrower and the Lender, as 
amended by the Waiver Agreement, dated as of July 10, 1997, among the 
Borrower, the Lender and PT Bank Indonesia Raya, as further amended 

<PAGE>

between the Borrower and the Lender (as so amended and supplemented, the 
"BRIDGE LOAN AGREEMENT"), (b) the IWC Pledge Agreement, (c) the STHL 
Guaranty, as amended, and (d) the VCFC Guaranty, as amended.  The Bridge Loan 
Agreement, among other things, (I) provides for the making of advances (the 
"FIRST SUPPLEMENTAL") by the Lender to the Borrower in an aggregate amount 
not to exceed at any time outstanding the U.S. Dollar amount first above 
mentioned, the indebtedness of the Borrower resulting from each such First 
Supplemental Advance being evidenced by this First Supplemental Promissory 
Note, and (ii) contains provisions for acceleration of the maturity hereof 
upon the happening of certain stated events and also for prepayments on 
account of principal hereof prior to the maturity hereof upon the terms and 
conditions therein specified.

          This First Supplemental Promissory Note shall be governed by, and 
construed in accordance with, the law of the State of New York.

                                STAR DIGITEL LIMITED
                                
                                
                                
                                By:
                                   ------------------------------------
                                   Name:
                                   Title:

<PAGE>
                                                              SEPTEMBER 18, 1997
                                                                                
                                       
                        GUARANTY AMENDMENT AND CONSENT
                                       
                                       
          Reference is made to the Bridge Loan Agreement, dated as of May 16, 
1997, between Star Digitel Limited, a company organized under the laws of 
Hong Kong ("STAR DIGITEL"), and The Toronto-Dominion Bank ("BANK"), as 
amended by the Waiver Agreement, dated as of July 10, 1997 (the "FIRST WAIVER 
AGREEMENT"), among Star Digitel, the Bank and PT. Bank Indonesia Raya ("BANK 
BIRA") (as amended, the "BRIDGE AGREEMENT"). Capitalized terms not otherwise 
defined in this Guaranty Amendment and Consent have the same meanings as 
specified in the Bridge Agreement.

          WHEREAS, Star Telecom Holdings Limited, a corporation organized and 
existing under the laws of Hong Kong (the "GUARANTOR"), has provided a 
Guaranty, dated May 16, 1997 (the "STHL GUARANTY"), in favor of the Lender in 
connection with the bridge Agreement,

          WHEREAS, Star Digitel desires to enter into a supplement to the 
Bridge Agreement (the "BRIDGE AGREEMENT SUPPLEMENT") pursuant to which Star 
Digitel will borrow up to an additional $10 million from the Bank, and

          WHEREAS, the Guarantor is willing, on the terms and conditions 
stated below, to amend the STHL Guaranty and provide a consent thereunder in 
connection with the transactions contemplated by the Bridge Agreement 
Supplement.

          NOW, THEREFORE, in consideration of the premises and in order to 
induce the Lender to make the First Supplemental Advances under the Credit 
Agreement from time to time, the Guarantor hereby agrees as follows:

          1.   (a) Section 1 of the STHL Guaranty is hereby amended to delete 
                   in line 4 thereof "$4,240,000" and insert in replacement 
                   thereof "$9,540,000".
  
               (b) Section 8(c) of the STHL Guaranty is hereby amended to 
                   delete in line 3 thereof "(including, without limitation, 
                   any Shares)".
          
          2.       The Guarantor hereby consents to the Bridge Agreement 
                   Supplement and the transactions contemplated thereby and the 
                   modification of the Loan Documents as provided therein and 
                   hereby confirms and agrees that:

                   (a)  Notwithstanding the effectiveness of the Bridge 
                        Agreement Supplement, the STHL Guaranty is, and shall 
                        continue to be, in 

<PAGE>

                        full force and effect and is hereby ratified and 
                        confirmed in all respects, except that, on and after the
                        effectiveness of the Bridge Agreement Supplement, each 
                        reference in the STHL Guaranty to the "Credit 
                        Agreement", "thereunder", "thereof" or words of like 
                        import shall mean and be a reference to the Bridge 
                        Agreement, as amended by the Bridge Agreement 
                        Supplement.

                   (b)  Each of the representations and warranties contained in 
                        Section 6 of the STHL Guaranty are true and correct as 
                        if made on and as of the date hereof, except for those 
                        representations and warranties that refer to a specific 
                        date, which shall be true and correct on and as of such 
                        date.
  
                   (c)  The STHL Guaranty to which the Guarantor is a party 
                        does, and shall continue to, secure the payment of all 
                        the Guaranteed Obligations (as defined therein).
          

               IN WITNESS WHEREOF, the Guarantor has caused this Guaranty 
Amendment and Consent to be duly executed and delivered by its officer 
thereunto duly authorized as of the date first above written.

                                STAR TELECOM HOLDING LIMITED
                                
                                
                                
                                By:
                                   ------------------------------------
                                   Name:
                                   Title:



                                       2
<PAGE>
                                                              September 18, 1997

                        GUARANTY AMENDMENT AND CONSENT

          Reference is made to the Bridge Loan Agreement, dated as of May 16, 
1997, between Star Digitel Limited, a company organized under the laws of 
Hong Kong ("STAR DIGITEL"), and The Toronto-Dominion Bank (the "BANK"), as 
amended by the Waiver Agreement, dated as of July 10, 1997 (the "FIRST WAIVER 
AGREEMENT"), among Star Digitel, the Bank and PT. Bank Indonesia Raya ("BANK 
BIRA") (as so amended, the "BRIDGE AGREEMENT").  Capitalized terms not 
otherwise defined in this Guaranty Amendment and Consent have the same 
meanings as specified in the Bridge Agreement.
          
          WHEREAS, Vanguard Cellular Financial Corp., a North Carolina 
corporation (the "GUARANTOR"), has provided a Guaranty, dated May 16, 1997 
(the "VCFC GUARANTY"), in favor of the Lender in connection with the Bridge 
Agreement,
          
          WHEREAS, Star Digitel desires to enter into a supplement to the 
Bridge Agreement (the "BRIDGE AGREEMENT SUPPLEMENT") pursuant to which Star 
Digitel will borrow up to an additional $10 million from the Bank, and
          
          WHEREAS, the Guarantor is willing, on the terms and conditions 
stated below, to amend the VCFC Guaranty and provide a consent thereunder in 
connection with the transactions contemplated by the Bridge Agreement 
Supplement.
          
          NOW, THEREFORE, in consideration of the premises and in order to 
induce the Lender to make First Supplemental Advances under the Credit 
Agreement (as defined in the VCFC Guaranty) from time to time, the Guarantor 
hereby agrees as follows:
          
          1.   Section 1 of the VCFC Guaranty is hereby amended to delete in 
line 4 thereof "$3,760,000" and insert in replacement thereof "$8,460,000".
               

          2.   The Guarantor hereby consents to the Bridge Agreement 
Supplement and the transactions contemplated thereby and the modification of 
the Loan Documents as provided therein and confirms and agrees that:
          
               (a) Notwithstanding the effectiveness of the Bridge Agreement 
Supplement, the VCFC Guaranty is, and shall continue to be, in full force and 
effect and is hereby ratified and confirmed in all respects including as 
provided in paragraph 1 above, except that, on and after the date hereof, 
each reference in the VCFC Guaranty to the "Credit Agreement", "thereunder", 
"thereof" or words of like import shall mean and be a reference to the Bridge 
Agreement, as amended by the Bridge Agreement Supplement.

               (b) Each of the representations and warranties contained in 
Section 6 of the VCFC Guaranty are true and correct as if made on and as of 
the date hereof, except for 

<PAGE>

those representations and warranties that refer to a specific date, which 
shall be true and correct on and as of such date.

               (c) The VCFC Guaranty does, and shall continue to, secure the 
payment of all of the Guaranteed Obligations (as defined therein).

          IN WITNESS WHEREOF, the Guarantor has caused this Guaranty 
Amendment to be duly executed and delivered by its officer thereunder duly 
authorized as of the date first above written.

                                   VANGUARD CELLULAR FINANCIAL CORP.


                                   By
                                     ------------------------------------
                                     Stephen L. Holcomb
                                     Vice President and Treasurer


                                       2