<PAGE>


                                                           EXHIBIT 10.27B
                                     
                                     
                                     
                                     
                                     
                             DATED 17 JULY 1997
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                    CONTINENTAL COMMUNICATIONS LIMITED
                                     
                                     
                                   and
                                     
                                     
          INTERNATIONAL WIRELESS COMMUNICATIONS PAKISTAN LIMITED
                                     
                                     
                                     
                                     
                                     
       ____________________________________________________________
                                     
                                     
                         SHARE PURCHASE AGREEMENT
                                     
       ____________________________________________________________
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                     Ref:  H53/30657093/A001CCL7.DOC


<PAGE>
                                  INDEX
                                     

CLAUSE  HEADING                                                          PAGE
------  -------   
1.      Definitions                                                         1
2.      Purchase and Sale of the Sale Shares                                3
3.      Representations and Warranties Concerning the Transaction           4
4.      Representations and Warranties Concerning the Company               6
5.      Further Provisions relating to the Seller's Representations
        and Warranties                                                      9
6.      Pre-Closing Covenants                                               9
7.      Post-Closing Covenants                                             10
8.      Conditions to Obligation to Close                                  10
9.      Remedies for Breach of this Agreement                              12
10.     Termination                                                        14
11.     Arbitration                                                        15
12.     Miscellaneous                                                      15

SCHEDULES
A:      Financial statements
B:      Licence

EXHIBITS
A -     Restated and Amended Shareholders Agreement
                                     
                                     

<PAGE>

                         SHARE PURCHASE AGREEMENT
                                     

Agreement entered into on 17 July, 1997, by and among Continental 
Communications Limited a company established under the laws of the Republic 
of Ireland ("Seller") and International Wireless Communications Pakistan 
Limited, a company established under the laws of Mauritius (the "Buyer"). 
Buyer and Seller are referred to collectively herein as the "Parties".

                                 RECITALS
                                     
Pakistan Mobile Communications (Pvt) Ltd. is a limited liability company 
organised under the laws of Pakistan (the "Company") with an authorised share 
capital of Rupees 600,000,000 divided into 60,000,000 shares of Rupees 10 
each, of which 54,387,000 shares have been issued and are fully paid up 
("Shares"). The Company owns and operates a cellular mobile telephone company 
in Pakistan under the service mark Mobilink/a Motorola Network.

Seller owns 7,989,560 Shares and pursuant to the terms and conditions of this 
Agreement Seller desires to sell, and Buyer desires to purchase all of such 
Shares (the "Sale Shares") representing 14.69% of the total issued Shares.

Contemporaneously herewith, the Buyer is negotiating the purchase of an 
additional 31.31% of the Shares together with an option to purchase a further 
12.69% of the Shares, such percentage representing part of the interest in 
the Company held by Motorola International Development Corporation 
("Motorola").

Now, therefore, in consideration of the mutual agreements, representations, 
warranties, and covenants herein contained, the Parties agree as follows:

1.  DEFINITIONS

    "Adverse Consequences"        means all actions, suits,
                                  proceedings, hearings,
                                  investigations, charges,
                                  complaints, claims, demands,
                                  injunctions, judgments, orders,
                                  decrees, rulings, damages, dues,
                                  penalty, fines, costs,
                                  reasonable amounts paid in
                                  settlement, liabilities,
                                  obligations, taxes, liens,
                                  losses, expenses, and fees,
                                  including court costs and
                                  lawyers' and advocates' fees and
                                  expenses.

    "Affiliated Entity"           means any Person with respect to
                                  which a specified Person owns a
                                  majority of the 


                                                                         1

<PAGE>

                                  common stock or equity interests or 
                                  has the power to vote or direct the
                                  voting of sufficient securities
                                  to elect a majority of the board
                                  of directors or similar
                                  governing body of such Person.

    "Buyer"                       has the meaning set forth in the
                                  preface above.

    "Closing"                     has the meaning set forth in
                                  clause 2(c) below.

    "Closing Date"                means the day on which the
                                  Closing shall take place.

    "Company"                     has the meaning set forth in the
                                  preface above.

    "Condition of the Company"    means the property, condition
                                  (financial or otherwise),
                                  business or operations of the
                                  Company.

    "Confidential Information"    means any information concerning
                                  the businesses and affairs of
                                  the Company that is not already
                                  generally available to the
                                  public.

    "Financial Statements"        has the meaning set forth in
                                  clause 4(e) below.

    "GOP"                         means the Government of Pakistan
                                  and any agency, department
                                  and/or instrumentality thereof.

    "Licence"                     means the licence grant from the
                                  Ministry of Communications of
                                  the Government of Pakistan
                                  issued on 6th July, 1992, as
                                  amended on 27th October, 1993,
                                  pursuant to which the Company
                                  operates a cellular mobile
                                  telephone system in Pakistan.

    "Motorola"                    has the meaning set forth in the
                                  preface above.



                                                                         2

<PAGE>

    "Party"                       as the meaning set forth in the
                                  preface above.

    "Person"                      means an individual, a
                                  partnership, a corporation, an
                                  association, a joint stock
                                  company, a trust, a joint
                                  venture, an unincorporated
                                  organisation, or a governmental
                                  entity (or any department,
                                  agency, or political subdivision
                                  thereof).

    "Purchase Price"              has the meaning set forth in
                                  clause 2(b) below.

    "Saif"                        means Saif Telecom (Pvt)
                                  Limited, a Pakistan company and
                                  the direct owner of 11.31% of
                                  the Shares.

    "Seller"                      has the meaning set forth in the
                                  preface above.

    "Shareholders' Agreement"     means the Shareholders'
                                  Agreement between the Seller and
                                  Saif executed on 3rd June, 1993
                                  as amended pursuant to the
                                  Equity Ownership Agreement dated
                                  2nd July 1996 between Seller,
                                  Saif and CCL.

    "SBP"                         means the State Bank of
                                  Pakistan.

2.  PURCHASE AND SALE OF THE SALE SHARES

    (a)  BASIC TRANSACTION
    
         On and subject to the terms and conditions of this
         Agreement, Buyer agrees to purchase from Seller, and
         Seller agrees to sell to Buyer, the Sale Shares for the
         consideration specified below in this clause 2.
         
    (b)  PURCHASE PRICE
         
         Buyer shall pay to Seller at the Closing, except as
         provided in clause 2(c) below, the aggregate price of 10
         million United States Dollars (US$10 million) (the
         "Purchase Price") in cash by wire transfer in immediately
         available funds to Seller's bank account as shall be
         nominted by Seller prior to Closing and shall procure the
         allotment or transfer to Seller (or such other person as
         Seller may nominate) 493,510 newly issued shares ("IWC
         Shares") of common stock of International Wireless


                                                                         3

<PAGE>

         Communications Holdings, Inc ("IWC"), such IWC Shares to
         be held on and subject to and with the benefit of the
         terms of the letter dated June 18, 1997 from IWC to
         Yates-Falcon Limited and the term sheet referred to
         therein.
         
    (c)  THE CLOSING
         
         The closing of the transaction contemplated by this
         Agreement (the "Closing") shall take place at the offices
         of Motorola International Development Corporation in
         London, in the United Kingdom, commencing at 3:00 p.m.
         local time on or before 14th August, 1997, contingent
         upon the Parties being satisfied or having waived in
         writing all conditions to the obligations of the Parties
         to consummate the transaction contemplated thereby (other
         than conditions with respect to actions the respective
         Parties will take at the Closing itself).  The Closing
         Date may be extended by Buyer to 16th September, 1997 and
         thereafter only by mutual agreement of the Parties.
         
    (d)  DELIVERIES AT THE CLOSING
         
         At the Closing, (i) Seller will deliver to Buyer the
         various certificates, instruments, and documents referred
         to in clause 8(a) below, (ii) Buyer will deliver to
         Seller the various certificates, instruments, and
         documents referred to in clause 8(b) below, (iii) Seller
         will deliver to the Buyer the stock certificates
         totalling 7,989,036 Shares equal to a 14.69% interest in
         the Company validly issued to Seller and SBP-approved for
         export out of Pakistan, endorsed in blank or accompanied
         by duly executed transfer documents, and (iv) Buyer will
         deliver to Seller the consideration specified in clause
         2(b) above.
         
3.  REPRESENTATIONS AND WARRANTIES CONCERNING THE TRANSACTION

    (a)  REPRESENTATIONS AND WARRANTIES OF THE SELLER
         
         The Seller represents and warrants to Buyer that:
         
         (i)     ORGANISATION OF SELLER
         
                 Seller is duly organised, validly existing, and in
                 good standing under the laws of the jurisdiction
                 of its incorporation.
         
         (ii)    AUTHORISATION OF TRANSACTION
         
                 Seller has full corporate power and authority to
                 execute and deliver this Agreement and to perform
                 its obligations hereunder.  


                                                                         4

<PAGE>

                 This Agreement constitutes the valid and legally 
                 binding obligation of the Seller, enforceable in
                 accordance with its terms and conditions.  There
                 are no authorizations, consents, or approvals that
                 Seller must obtain from the GOP, including the
                 SBP, prior to Closing, in order to consummate the
                 transactions contemplated by this Agreement.
         
         (iii)   OWNERSHIP OF SALE SHARES
         
                 Seller is the lawful holder of record and
                 beneficial owner of the Sale Shares, free and
                 clear of any liens, claims, restrictions sale and
                 security interests, and has full legal right
                 subject to the Shareholders' Agreement to sell,
                 transfer, and convey the Sale Shares pursuant to
                 this Agreement; the delivery of the Sale Shares to
                 the Buyer will transfer good and valid title
                 thereto, free and clear of any liens, claims,
                 restrictions and security interests. The Sale
                 Shares are held by Seller on a fully repatriable
                 basis both as to capital, all accretions thereto
                 and dividends payable thereon.
         
         (iv)    NONCONTRAVENTION
         
                 Neither the execution and the delivery of this
                 Agreement, nor the consummation of the
                 transactions contemplated hereby, will (A) violate
                 any constitution, statute, regulation, rule,
                 injunction, judgment, order, decree, ruling,
                 charge, or other restriction of any government,
                 governmental agency, or court to which Seller is
                 subject or any provision of its charter or bylaws
                 or (B) conflict with, result in a breach of,
                 constitute a default under, result in the
                 acceleration of, create in any party the right to
                 accelerate, terminate, modify, or cancel, or
                 require any notice under any agreement, contract,
                 lease, license, instrument, or other arrangement
                 to which the Seller is a party or by which it is
                 bound or to which any of its assets is subject,
                 except with respect to the restrictions on
                 transfer of Shares under the Shareholders'
                 Agreement.  Seller has obtained a waiver from Saif
                 and Motorola International Development Corporation
                 with respect to Clauses 11.4 and 11.5 of the
                 Shareholders' Agreement, permitting the Parties
                 hereto to proceed with the transaction
                 contemplated hereunder.
         
         (v)     BROKERS' FEES
         
                 Seller has no liability or obligation to pay any
                 fees or commissions to any broker, finder, or
                 agent with respect to the transactions


                                                                         5

<PAGE>

                 contemplated by this Agreement for which the Buyer
                 could become liable or obligated.
         
         (vi)    STATEMENTS COMPLETE AND CORRECT
         
                 The statements contained in this clause 3(a) are
                 true, correct and complete as of the date of this
                 Agreement and will be true, correct and complete
                 as of the Closing Date (as though made then and as
                 though the Closing Date were substituted for the
                 date of this Agreement throughout this clause
                 3(a)).
         
         (b)     REPRESENTATIONS AND WARRANTIES OF THE BUYER
         
                 Buyer represents and warrants to Seller that:
         
                 (i)    ORGANISATION OF THE BUYER
         
                        Buyer is a corporation duly organised,
                        validly existing, and in good standing
                        under the laws of the jurisdiction of its
                        incorporation.
         
                 (ii)   AUTHORISATION OF TRANSACTION
         
                        Buyer has full corporate power and
                        authority to execute and deliver this
                        Agreement and to perform its obligations
                        hereunder.  This Agreement constitutes the
                        valid and legally binding obligation of
                        the Buyer, enforceable in accordance with
                        its terms and conditions.  There are no
                        authorisations, consents, or approvals
                        that Buyer must obtain from the GOP,
                        including the SBP, prior to Closing, in
                        order to consummate the transactions
                        contemplated by this Agreement.
         
                 (iii)  NONCONTRAVENTION
         
                        Neither the execution and the delivery of
                        this Agreement, nor the consummation of
                        the transactions contemplated hereby, will
                        (A) violate any constitution, statute,
                        regulation, rule, injunction, judgment,
                        order, decree, ruling, charge, or other
                        restriction of any government,
                        governmental agency, or court to which
                        Buyer is subject or any provision of its
                        charter or by-laws or (B) conflict with,
                        result in a breach of, constitute a
                        default under, result in the acceleration
                        of, create in any party the right to
                        accelerate, terminate, modify, or cancel,
                        or require any notice under any agreement,
                        contract, lease, licence, instrument, or
                        other 


                                                                         6

<PAGE>

                        arrangement to which the Buyer is a party 
                        or by which it is bound or to which any 
                        of its assets is subject.
         
                 (iv)   BROKERS' FEES
                 
                        The Buyer has no liability or obligation
                        to pay any fees or commissions to any
                        broker, finder, or agent with respect to
                        the transactions contemplated by this
                        Agreement for which Seller could become
                        liable or obligated.
         
                 (v)    STATEMENTS COMPLETE AND CORRECT
         
                        The statements contained in this clause
                        3(b) are true, correct and complete as of
                        the date of this Agreement and will be
                        true, correct and complete as of the
                        Closing Date (as though made then and as
                        though the Closing Date were substituted
                        for the date of this Agreement throughout
                        this clause 3(b)).
         
4.  REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY
    
    The Seller represents and warrants to Buyer that to the best
    of its knowledge and belief:

    (a)  ORGANISATION, QUALIFICATION AND CORPORATE POWER
    
         The Company is a limited liability company duly
         organised, validly existing, and in good standing under
         the laws of Pakistan, and is duly authorised to conduct
         the business in which it is engaged and to own and use
         the properties owned and used by it.
         
    (b)  CAPITALISATION

         The entire authorised share capital of the Company
         consists of 60,000,000 Shares, all one class, of which
         54,387,750 are validly issued. All of the validly issued
         and outstanding Shares have been duly authorised, are
         fully paid and are held of record by the Seller, Motorola
         and Saif with each of them holding a 14.69%, 74% and
         11.31% interest, respectively, in the Company.  There are
         no outstanding or authorised options, warrants, purchase
         rights, subscription rights, conversion rights, exchange
         rights, or other contracts or commitments that could
         require the Company to issue, sell, or otherwise cause to
         become outstanding any of its share capital.  There are
         no outstanding or authorised stock appreciation, phantom
         stock, profit participation, or similar rights with
         respect to the Company.
         
    (c)  SUBSIDIARIES
         

                                                                         7

<PAGE>

         The Company has no, and never has had any, subsidiaries.
         
    (d)  NONCONTRAVENTION
         
         Neither the execution nor the delivery of this Agreement,
         nor the consummation of the transactions contemplated
         hereby, will (i) violate any constitution, statute,
         regulation, rule, injunction, judgment, order, decree,
         ruling, charge, or other restriction of any government,
         governmental agency, or court to which the Company is
         subject or any provision of the charter or by-laws of the
         Company or (iii) conflict with, result in a breach of,
         constitute a default under, result in the acceleration
         of, create in any party the right to accelerate,
         terminate, modify, or cancel, or require any notice under
         any agreement, contract, lease, licence, instrument, or
         other arrangement to which the Company is a party or by
         which it is bound or to which any of its assets is
         subject (or result in the imposition of any security
         interest upon any of its assets).  To the Seller's
         knowledge the Company does not need to give any notice
         to, make any filing with, or obtain any authorisation,
         consent, or approval of any government or governmental
         agency prior to the Closing in order for the parties to
         consummate the transactions contemplated by this
         Agreement.
         
    (e)  FINANCIAL STATEMENTS
         
         Schedule A contains the following financial statements
         (collectively the "Financial Statements"): audited
         balance sheets and statements of income, and cash flow as
         of and for the fiscal years ended 31st December, 1995,
         and 31st December, 1996 for the Company.  The Financial
         Statements (including the notes thereto) have been
         prepared in accordance with accounting principles
         generally accepted in Pakistan and applied on a
         consistent basis throughout the periods covered thereby,
         comply with the requirements of Pakistan law and present
         fairly the financial condition of the Company as of such
         dates and the results of operations of the Company for
         such periods.
         
    (f)  MEMORANDUM AND ARTICLES OF ASSOCIATION
         
         The Seller has heretofore delivered to Buyer true
         and complete copies of the Memorandum and Articles of
         Association of the Company.
         
    (g)  OFFICERS, DIRECTORS AND KEY EMPLOYEES; EMPLOYEE RELATIONS
         
         There is not now threatened, a strike, picket, work
         stoppage, work slowdown or other labour trouble or
         similar event by any employee of the Company.
         

                                                                         8

<PAGE>

    (h)  ARRANGEMENTS WITH DIRECTORS AND CONNECTED PERSONS
         
         There is not outstanding:
         
         (i)     any loan made by the Company to, or debt owing to
                 the Company by, any director of the Company or any
                 person connected with any of them;
         
         (ii)    any agreement or arrangement to which the Company
                 is a party and in which any director of the
                 Company or any person connected with any of them
                 is interested.
         
    (i)  THE LICENCE
         
         A true, complete and accurate copy of the Licence
         is annexed in Schedule B hereto.  The Licence is
         in full force and effect and validly subsisting
         and there do not exist any circumstances which
         might lead to the revocation of the Licence or any
         amendment or variation of its terms.  The Seller
         has disclosed to Buyer that the Pakistan
         Telecommunication Authority has the competence to
         reissue the Licence under the provisions of the
         Pakistan Telecommunication Act 1996 and the Seller
         is unaware of any circumstances in which the
         Licence will not be reissued on terms no less
         favourable to the Company.
         
    (j)  POSITION SINCE 31ST DECEMBER, 1996
         
         Since 31st December, 1996:
         
         (i)    no dividend or other distribution has been
                declared, paid or made by the Company;
         
         (ii)   the business of the Company has been
                carried on in the ordinary course and so
                as to maintain it as a going concern; and
         
         (iii)  the Company has not acquired or disposed
                of or agreed to acquire or dispose of any
                business or any material asset other than
                trading stock in the ordinary course of
                business.
         
5.  FURTHER PROVISIONS RELATING TO THE SELLER'S REPRESENTATIONS
    AND WARRANTIES

    (a)  Each of the representations and warranties of the Seller
         in clause 4 shall be construed as a separate
         representation and warranty and shall not be otherwise
         limited or restricted by reference to or inference from
         the terms 


                                                                      9
<PAGE>

        of any other representation and warranty or any other 
        term of this Agreement.
         
    (b)  Buyer shall be entitled to claim both before and after
         Closing that any of the representations and warranties of
         the Seller is or was untrue or misleading or has been
         breached even if Buyer discovered or could have
         discovered before Closing that the representation or
         warranty in question was untrue or misleading or had been
         breached and Closing shall not in any way constitute a
         waiver of Buyer's rights.
         
    (c)  The rights and remedies of Buyer in respect of any breach
         of the representations and warranties of the Seller shall
         not be affected by Closing, by any investigation made by
         or on behalf of Buyer into the affairs of the Company, by
         the giving of time or other indulgence by Buyer to any
         person, by Buyer rescinding or not rescinding this
         Agreement or by any other cause whatsoever except a
         specific waiver or release by the Buyer in writing; and
         any such waiver or release shall not prejudice or affect
         any remaining rights or remedies of the Buyer.
         
6.  PRE-CLOSING COVENANTS

    (a)  GENERAL

         The parties agree as follows with respect to the period
         between the execution of this Agreement and the Closing
         each of the parties will use its reasonable best efforts
         to take all actions and to do all things necessary in
         order to consummate and make effective the transactions
         contemplated by this Agreement (including satisfaction,
         but not waiver, of the closing conditions set forth in
         clause 8 below).
         
    (b)  NOTICE OF DEVELOPMENTS
         
         In the period between the execution of this Agreement and
         the Closing, each Party will give prompt written notice
         to the other Party of any material adverse development
         causing a breach of any of its own representations and
         warranties in clause 3 above, and Seller shall notify
         Buyer of any development causing a breach of any of the
         representations and warranties in clause 4 above.  Unless
         Buyer has the right to terminate this Agreement pursuant
         to clause 10(a)(ii) below by reason of such development
         and exercises that right within the period of 10 business
         days referred to in clause 10(a)(ii) below, the written
         notice pursuant to this clause 6(b) will be deemed to
         have amended any applicable Schedule, to have qualified
         the representations and warranties contained in clause 4
         above, and to have cured any misrepresentation or breach
         of warranty that otherwise might have existed hereunder
         by reason of the development.
         

                                                                         10

<PAGE>

7.  POST-CLOSING COVENANTS

    In case at any time after the Closing any further action is
    necessary or desirable to carry out the purposes of this
    Agreement, each of the Parties will take such further action
    (including the execution and delivery of such further
    instruments and documents) as any other Party reasonably may
    request, all at the sole cost and expense of the requesting
    Party (unless the requesting Party is entitled to
    indemnification therefor under clause 9 below), except where
    such action is undertaken solely on behalf or to facilitate
    any necessary action required of the other Party, in which
    event the other Party shall be liable for reimbursing the
    costs and expenses of the requesting Party.
         
8.  CONDITIONS TO OBLIGATION TO CLOSE

    (a)  CONDITIONS TO OBLIGATION OF BUYER
         
         The obligation of Buyer to consummate the transactions to
         be performed by it in connection with the Closing is
         subject to satisfaction of the following conditions:
         
         (i)     the representations and warranties set forth in
                 clause 3(a) and clause 4 above shall be true and
                 correct at and as of the Closing Date;
         
         (ii)    Seller shall have performed and complied with all
                 of its covenants hereunder required to be
                 performed or complied with by Seller on or before
                 the Closing Date in all material respects through
                 the Closing;
         
         (iii)   there shall not be any injunction, judgment,
                 order, decree, ruling or charge in effect
                 preventing consummation of any of the transactions
                 contemplated by this Agreement;
         
         (iv)    approval of the transfers to Buyer of the Sale
                 Shares by majority vote of the Company's Board of
                 Directors at a meeting of such Board, to occur at
                 the Closing, followed by the resignation of one of
                 the directors representing Seller on the Company's
                 Board of Directors, effective as of the Closing
                 Date;
         
         (v)     Seller shall have delivered to Buyer a certificate
                 of the Secretary of Seller to the effect that each
                 of the conditions specified above in clause
                 8(a)(i)-(iv) is satisfied;
         

                                                                         11

<PAGE>

         (vi)    Buyer shall have received from counsel to Seller
                 an opinion in form and substance reasonably
                 satisfactory to Buyer, addressed to Buyer, and
                 dated as of the Closing Date;
         
         (vii)   all actions to be taken by Seller in connection
                 with consummation of the transactions contemplated
                 hereby and all certificates, opinions, instruments
                 and other documents required to effect the
                 transactions contemplated hereby will be
                 reasonably satisfactory in form and substance to
                 Buyer.  There shall have been no material adverse
                 change or any development involving a prospective
                 material adverse change, in the Condition of the
                 Company;
         
         (viii)  Buyer having completed its business, accounting
                 and legal investigation and examination of the
                 Company and being satisfied with the results
                 thereof; and
         
         (ix)    Buyer having completed its acquisition of the
                 Shares representing a 31.31% interest in the
                 Company from Motorola referred to in the preface
                 above.
         
         Buyer may waive any condition specified in this clause
         8(a) in writing at or prior to the Closing.
         
    (b)  CONDITIONS TO OBLIGATION OF SELLER
         
         The obligation of Seller to consummate the transactions
         to be performed by it in connection with the Closing is
         subject to satisfaction of the following conditions:
         
         (i)     the representations and warranties set forth in
                 clause 3(b) above shall be true and correct in all
                 material respects at and as of the Closing Date;
         
         (ii)    Buyer shall have performed and complied with all
                 of its covenants hereunder required to be
                 performed or complied with by Buyer on or before
                 the Closing Date in all material respects through
                 the Closing;
         
         (iii)   there shall not be any injunction, judgment,
                 order, decree, ruling or charge in effect
                 preventing the Buyer from consummating any of the
                 transactions contemplated by this Agreement;
         
         (iv)    Buyer shall have delivered to Seller a certificate
                 to the effect that each of the conditions
                 specified above in clause 8(b)(i)-(iii) is
                 satisfied;
         

                                                                         12

<PAGE>

         (v)     Seller shall have received from counsel to Buyer
                 an opinion in form and substance reasonably
                 satisfactory to Seller, addressed to Seller, and
                 dated as of the Closing Date; and
         
         (vi)    all actions to be taken by Buyer in connection
                 with consummation of the transactions contemplated
                 hereby and all certificates, opinions,
                 instruments, and other documents required to
                 effect the transactions contemplated hereby will
                 be reasonably satisfactory in form and substance
                 to Seller.
         
         Seller may waive any condition specified in this clause
         8(b) in writing at or prior to the Closing.
         
    (c)  CONDITIONS APPLICABLE TO BOTH BUYER AND SELLER
         
         The obligation of both Buyer and Seller to consummate the
         transaction pursuant to this Agreement shall be subject
         to the further conditions that:-
         
         (i)     the Company shall have adopted the Articles of
                 Association in form and substance reasaonably
                 satisfactory to the Parties and reflecting, as
                 applicable, the provisions of the Restated and
                 Amended Shareholders Agreement referred to below,
                 in substitution for its existing articles of
                 association;
         
         (ii)    the relevant parties shall have entered into a
                 Restated and Amended Shareholders' Agreement in
                 the form of Exhibit A attached hereto and the same
                 shall be in full force and effect as at the
                 Closing Date.
         
9.  REMEDIES FOR BREACHES OF THIS AGREEMENT

    (a)  SURVIVAL OF REPRESENTATIONS AND WARRANTIES
         
         All of the representations and warranties of the Parties
         in clause 3 and of the Seller contained in clause 4 above
         shall survive the Closing hereunder and shall continue in
         full force and effect subject to the provisions of
         paragraph (b) of this clause.
         
    (b)  INDEMNIFICATION PROVISIONS FOR BENEFIT OF THE BUYER:
         
         (i)     In the event the Seller breaches any of its
                 representations, warranties and covenants
                 contained herein (other than the representations
                 and warranties in clause 3(a) above), and,
                 provided that Buyer makes a written claim for
                 indemnification against Seller 


                                                                         13

<PAGE>

                 pursuant to clause 12(g) below prior to 31st 
                 December, 1999, then the Seller shall indemnify 
                 Buyer from and against any Adverse Consequences 
                 Buyer shall suffer originating prior to and 
                 continuing through and after the date of the 
                 claim for indemnification caused by the breach.
                 There shall be no indemnification for any Adverse 
                 Consequences Buyer shall suffer where written 
                 notice of the claim is first made after 31st 
                 December, 1999. The Seller shall not have any 
                 obligation to indemnify Buyer from and against 
                 any Adverse Consequences caused by the breach of 
                 any representation or warranty of the Seller 
                 contained in clause 4 above unless the amount 
                 of Buyer's claim in respect thereof, when
                 aggregated with one or more other claims brought
                 against Seller hereunder, exceeds two hundred
                 thousand United States Dollars (US$200,000). The
                 maximum liability of the Seller for a breach of
                 any of his representations, warranties and
                 covenants contained herein shall be limited to an
                 amount equal to the aggregate of 50% of the
                 Purchase Price.
         
         (ii)    In the event the Seller breaches any of his
                 representations and warranties in clause 3(a)
                 above, provided that Buyer makes a written claim
                 for indemnification against the Seller pursuant to
                 clause 12(g) below prior to the first anniversary
                 of the Closing Date, then the Seller shall
                 indemnify Buyer from and against the entirety of
                 any Adverse Consequences Buyer shall suffer
                 through and continuing after the date of the claim
                 for indemnification caused by the breach, without
                 regard to the monetary limit set forth above in
                 clause 9(b)(i).  There shall be no indemnification
                 for any Adverse Consequences Buyer shall suffer
                 where written notice of the claim is first made
                 after the first anniversary of the Closing Date.
         
    (c)  INDEMNIFICATION PROVISIONS FOR BENEFIT OF SELLER
         
         In the event Buyer breaches any of its representations,
         warranties, and covenants contained herein, and provided
         that Seller makes a written claim for indemnification
         against Buyer pursuant to clause 12(g) below prior to the
         first anniversary of the Closing Date, then Buyer agrees
         to indemnify Seller from and against the entirety of any
         Adverse Consequences Seller shall suffer through and
         continuing after the date of the claim for
         indemnification caused by the breach.  There shall be no
         indemnification for any Adverse Consequences Seller shall
         suffer where written notice of the claim is first made
         after the first anniversary of the Closing Date.
         
    (d)  DETERMINATION OF ADVERSE CONSEQUENCES


                                                                         14

<PAGE>

         
         The indemnification provisions in this clause 9 are in
         addition to, and not in derogation of, any statutory,
         equitable, or common law remedy any Party may have for
         breach of representation, warranty, or covenant.
         
10. TERMINATION
         
    (a)  Termination of Agreement
         
         The Parties may terminate this Agreement as provided
         below:
         
         (i)     Buyer and Seller may terminate this Agreement by
                 mutual written consent at any time prior to the
                 Closing;
         
         (ii)    Buyer may terminate this Agreement by giving
                 written notice to Seller at any time prior to the
                 Closing in the event (A) Seller has within the
                 then previous ten (10) business days given Buyer
                 any notice pursuant to clause 6(b) above and (B)
                 the development that is subject of the notice has
                 had or is likely to have a material adverse effect
                 upon the Condition of the Company or the
                 consummation of the transactions contemplated
                 hereby;
         
         (iii)   Buyer may terminate this Agreement by giving
                 written notice to Seller at any time prior to the
                 Closing (A) in the event the Seller has breached
                 any of his representations, warranties, or
                 covenants contained in this Agreement in any
                 material respect, Buyer has notified the Seller of
                 such breach, and the breach, if capable of cure,
                 has continued without cure for a period of 10 days
                 after the notice of breach, or (B) if the Closing
                 shall not have occurred on or before 16th
                 September, 1997, by reason of the failure of any
                 condition precedent under clause 8(a) hereof
                 (unless the failure results primarily from the
                 Buyer itself breaching any of its representations, 
                 warranties, or covenants contained in this 
                 Agreement); and
         
         (iv)    Seller may terminate this Agreement by giving
                 written notice to Buyer at any time prior to the
                 Closing (A) in the event Buyer has breached any of
                 its representations, warranties, or covenants 
                 contained in this Agreement in any material
                 respect, Seller has notified Buyer of such breach,
                 and the breach if capable of cure has continued
                 without cure for a period of 10 days after the
                 notice of breach, or (B) if the Closing shall not
                 have occurred on or before 16th September,1997, by
                 reason of the failure of any condition precedent
                 under clause 8(b) hereof (unless the failure
                 results primarily the Seller itself breaching any
                 of its 
                                                                         15

<PAGE>

                 representations, warranties, or covenants contained 
                 in this Agreement).
         
    (b)  EFFECT OF TERMINATION
         
         If any Party terminates this Agreement pursuant to clause
         10(a) above, all rights and obligations of the Parties
         hereunder shall terminate without any liability of any
         Party to the other Party, except for any liability of any
         Party then in breach provided, however, that the
         provisions of clause 11 and clause 12 shall survive
         termination.
         
11. ARBITRATION

    The Parties shall attempt to resolve all disputes under this
    Agreement through amicable discussions and consultations.  In
    the event that they are unable to resolve any differences the
    matter shall be referred to final and binding arbitration in
    accordance with the following:  Any dispute arising out of or
    in connection with this Agreement, including any questions
    regarding its existence, validity, breach or termination,
    shall be referred to and finally resolved by arbitration in
    London in accordance with the Rules for the time being in
    force of the International Chamber of Commerce, which rules
    are deemed to be incorporated into this Agreement. The
    tribunal shall consist of three (3) arbitrators, with each
    side to the dispute choosing one arbitrator and such two
    arbitrators choosing the third.  If within 30 days any of the
    parties to the dispute has not selected its arbitrator, or the
    two arbitrators have been unable to agree on the selection of
    the third arbitrator, such arbitrator shall be chosen by the
    ICC.  The third arbitrator shall serve as the chairperson of
    the arbitration panel.  The language of the arbitration shall
    be English.

12. MISCELLANEOUS

    (a)  PRESS RELEASES AND PUBLIC ANNOUNCEMENTS
         
         No Party shall issue any press release or make any public
         announcement relating to the subject matter of this
         Agreement prior to the Closing without the prior written
         approval of Buyer and Seller; provided, however, that any
         Party may make any public disclosure it believes in good
         faith is required by applicable law or any listing or
         trading agreement concerning its publicly-traded
         securities (in which case the disclosing Party will use
         its reasonable best efforts to advise the other Parties
         prior to making the disclosure).
         
    (b)  NO THIRD PARTY BENEFICIARIES


                                                                     16

<PAGE>
         
         This Agreement shall not confer any rights or remedies
         upon any Person other than the Parties and their
         respective successors and permitted assigns.
         
    (c)  Entire Agreement
         
         This Agreement (including the documents referred to
         herein) constitutes the entire agreement among the
         Parties and supersedes any prior understanding,
         agreements, or representations by or among the Parties,
         written or oral, to the extent they related in any way to
         the subject matter hereof.
         
    (d)  Succession and Assignment
         
         This Agreement shall be binding upon and inure to the
         benefit of the Parties named herein and their respective
         successors and permitted assigns.  No Party may assign
         either this Agreement or any of his or its rights,
         interests, or obligations hereunder without the prior
         approval of Buyer and Seller.
         
    (e)  Counterpart
         
         This Agreement may be executed in one or more
         counterpart, each of which shall be deemed an original
         but all of which together will constitute one and the
         same instrument.
         
    (f)  Headings
         
         The section headings contained in this Agreement are
         inserted for convenience only and shall not affect in any
         way the meaning or interpretation of this Agreement.
         
    (g)  Notices
         
         All notices, requests, demands, claims, and other
         communications hereunder will be in writing, deemed duly
         given (and received five days after) if sent by
         registered or certified mail, return receipt requested,
         postage prepaid, and addressed to the intended recipient
         as set forth below:
         
         If to Seller:  Continental Communications Limited
                        PO Box 108
                        2-6 Church Street   
                        St. Helier, Jersey
                        Channel Islands JE4 8QD


                                                                     17

<PAGE>
         
         If the Buyer:  Hugh McClung
                        Vice-Chairman
                        International Wireless Communications, Inc.
                        12/F, Sun Hung Kai Centre
                        30 Harbour Road
                        Wanchai, Hong Kong
         
                        John Troy
                        Executive Director
                        Asian Infrastructure Fund Advisers Limited
                        Suite 2302-03
                        Nine Queen's Road Central
                        Hong Kong
         
         Any Party may send any notice, request, demand, claim or
         other communication hereunder to the intended recipient
         at the address set for the above using any other means
         (including personal delivery, expedited courier,
         messenger service, telecopy, telex, ordinary mail, or
         electronic mail), but no such notice, request, demand,
         claim, or other communication shall be deemed to have
         been fully duly given unless and until it actually is
         received by the intended recipient.  Any Party may change
         the address to which notices, requests, demands, claims,
         and other communications hereunder are to be delivered by
         giving the other Parties notice in the manner herein set
         forth.
    
    (h)  GOVERNING LAW
         
         This Agreement shall be governed by and construed in
         accordance with the laws of England without giving effect
         to any choice or conflict of law provision or rule that
         would cause the application of the laws of any
         jurisdiction other than that of England.
         
    (i)  AMENDMENTS AND WAIVERS
         
         No amendment of any provision of this Agreement shall be
         valid unless the same shall be in writing and signed by
         Buyer and Seller.  No waiver by any Party of any default,
         misrepresentation, or breach of warranty or covenant
         hereunder, whether intentional or not, shall be deemed to
         extend to any prior or subsequent default,
         misrepresentation, or breach of warranty or covenant
         hereunder or affect in any way any rights arising by
         virtue of any prior or subsequent such occurrence.
         
    (j)  SEVERABILITY
         

                                                                     18

<PAGE>

         Any term or provision of this Agreement that is invalid
         or unenforceable in any situation in any jurisdiction
         shall not affect the validity or enforceability of the
         remaining terms and provisions hereof or the validity or
         enforceability of the offending term or provision in any
         other situation or in any other jurisdiction.
         
    (k)  EXPENSES
         
         Each of Buyer and Seller will bear its own costs and
         expenses (including legal fees and expenses) incurred in
         connection with this Agreement and the transactions
         contemplated hereby.
         
    (l)  CONSTRUCTION
         
         The Parties have participated jointly in the negotiation
         and drafting of this Agreement.  In the event an
         ambiguity or question of intent or interpretation arises,
         this Agreement shall be construed as if drafted jointly
         by the Parties and no presumption or burden of proof
         shall arise favoring or disfavoring any Party by virtue
         of the authorship of any of the provisions of this
         Agreement.  Any reference to any federal, state, local,
         or foreign statute or law shall be deemed also to refer
         to all rules and regulations promulgated thereunder,
         unless the context requires otherwise.  The word
         "including" shall mean including without limitation.
         
    (m)  INCORPORATION OF ANNEXES, SCHEDULES AND EXHIBITS
         
         The Annexes, Schedules and Exhibits identified in this
         Agreement are incorporated herein by reference and made a
         part hereof.
         



                                                                     19

<PAGE>


IN WITNESS WHEREOF, the Parties hereto have executed this Agreement
on the date first above written.


Continental Communications Limited

By: /s/                                               
   ------------------------------------------------

Title:                                                
      ---------------------------------------------


Witnessed by:    1. /s/                               
                    -------------------------------


                 2. /s/                               
                    -------------------------------


International Wireless Communications Pakistan Limited

By: /s/ Antonio Yeung   /s/ Robin Maule          
   ------------------------------------------------

Title:   Director               Director              
      ---------------------------------------------


Witnessed by:    1. /s/                               
                    -------------------------------


                 2. /s/                               
                    -------------------------------


                                                                  20