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                             IWC PLEDGE AGREEMENT
                                       
                                       
         THIS PLEDGE AGREEMENT dated June 5, 1997 made by International 
Wireless Communications, Inc., a corporation organized under the laws of 
Delaware (the "PLEDGOR"), in favor of the Lender (as defined in the Credit 
Agreement referred to below).

         PRELIMINARY STATEMENT.  The Lender is party to the Bridge Loan 
Agreement, dated as of May 16, 1997 (said Agreement, as it may hereafter be 
amended, supplemented or otherwise modified from time to time, being the 
"CREDIT AGREEMENT", the terms defined therein and not otherwise defined 
herein being used herein as therein defined) with STAR DIGITEL LIMITED, a 
corporation organized under the laws of Hong Kong (the "BORROWER").  It is a 
condition precedent to the making of Advances under the Credit Agreement that 
the Pledgor shall have executed and delivered this Pledge Agreement.

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

         Section 1.  REPRESENTATIONS AND WARRANTIES.  The Pledgor hereby 
represents and warrants as follows:

         (a)  DUE INCORPORATION, ETC.   The Pledgor (i) is duly organized, 
validly existing and in good standing under the laws of Delaware, (ii) is 
duly authorized to do business in each jurisdiction in which such 
authorization is required by law or in which the failure to be so authorized 
would not have material adverse effect on (x) the business, condition 
(financial or otherwise), operation, performance or properties of the Pledgor 
and its subsidiaries, taken as a whole, (y) the rights and remedies of the 
Lender under this Pledge Agreement, or (z) the ability of the Pledgor to 
perform its obligations under this Pledge Agreement (each, a "MATERIAL 
ADVERSE EFFECT"), and (iii) has all requisite power and authority to own or 
hold under lease and to operate all of its property and assets.

         (b)  CORPORATE POWER, ETC.  The Pledgor has full corporate power and 
authority to enter into, deliver and perform its obligations under this 
Pledge Agreement and to consummate each of the transactions contemplated 
hereby, and has taken all necessary corporate action to authorize the 
execution, delivery and performance by it of this Pledge Agreement.  This 
Pledge Agreement constitutes the legal, valid and binding obligation of the 
Pledgor, enforceable against the Pledgor in accordance with its terms, except 
as enforcement may be limited by bankruptcy, insolvency, reorganization, 
moratorium or similar laws now or hereafter in effect affecting the 
enforcement of creditors' rights generally and by general principles of 
equity (regardless of whether enforcement is sought in a proceeding in equity 
or at law).


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         (c)  NO CONFLICT.  Neither the execution and delivery of this Pledge 
Agreement nor the performance by the Pledgor of its obligations hereunder, 
nor the consummation of the transactions contemplated hereby will, 
(i) conflict with the certificate of incorporation or by-laws of the Pledgor, 
or (ii) conflict with or result in a breach of, or constitute a default 
under, or result in the creation or imposition of any Lien upon, any of the 
property or assets of the Pledgor under, any applicable laws (including, 
without limitation, Regulation X issued by the Board of Governors of the 
Federal Reserve System) or any indenture, mortgage, deed of trust or other 
instrument or agreement to which the Pledgor may be or become a party or by 
which it may be or become bound or to which any of the property or assets of 
the Pledgor may be subject.

         (d)  APPROVALS, ETC.  No order, license, consent, authorization or 
approval of, or exemption by, or notice to or registration with, any 
governmental authority or regulatory body, and no filing, recording, 
publication or registration in any public office or any other place, is 
required in connection with the execution, delivery and performance by the 
Pledgor of this Pledge Agreement, or for the legality, validity, binding 
effect or enforceability thereof.

         (e)  OWNERSHIP OF SHARES.  Pledgor owns beneficially 231.9 million 
shares of the Borrower (the "PLEDGOR SHARES") representing 40.35% of the 
issued and outstanding shares of the Borrower.  The Pledgor owns the Pledgor 
Shares free and clear of any encumbrance.

         Section 2.  AFFIRMATIVE COVENANTS.  The Pledgor covenants and agrees 
that, so long as any part of obligations of the Borrower under the Credit 
Agreement shall remain unpaid or the Lender shall have any Commitment 
thereunder, the Pledgor will, unless the Lender shall otherwise consent in 
writing:

         (a)  CORPORATE EXISTENCE.  Preserve and maintain in full force and 
effect its corporate existence, rights (charter and statutory), franchises 
and privileges and qualify and remain qualified, as a corporation in good 
standing in each jurisdiction in which such qualification is from time to 
time necessary or desirable in view of its business and operations or the 
ownership of its properties, except for such jurisdictions where the failure 
to so qualify would not have a Material Adverse Effect; PROVIDED, HOWEVER, 
that the Pledgor shall not be required to preserve any right, privilege or 
franchise if the Board of Directors thereof shall determine in good faith 
that such right, privilege or franchise is no longer useful in the conduct of 
the business of the Pledgor, and the loss thereof is not disadvantageous in 
any material respect to the Lender.

         (b)  COMPLIANCE WITH LAWS.  Comply in all material respects with all 
applicable laws, rules, regulations and orders, such compliance to include, 
without limitation, compliance with ERISA, except where the failure to so 
comply would not have a Material Adverse Effect.

         (c)  REFINANCING.  Use its commercially reasonable efforts to cause 
the Borrower to complete the Refinancing prior to the Final Maturity Date, 
which Refinancing shall yield an amount sufficient to repay the aggregate 
unpaid principal amount of the Advances in full PLUS accrued interest thereon 
to the date of repayment and all other amounts payable under the Loan 
Documents.


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         Section 3.  NEGATIVE COVENANTS.  (a)  The Pledgor covenants and 
agrees that, so long as any part of the obligations of the Borrower under the 
Credit Agreement shall remain unpaid, or the Lender shall have any Commitment 
thereunder, the Pledgor will not, without the prior written consent of the 
Lender, dispose of any shares of capital stock of the Borrower or any 
warrants, rights or options to acquire such capital stock, if, as a result of 
such disposal, the Pledgor and STHL shall in the aggregate retain possession 
of, or the right, directly or indirectly, to vote less than 75% of the Shares 
or the ability to direct or to cause the direction of the management and 
policies of the Borrower, whether through the ownership of Shares, by 
contract or otherwise.

         (b)  Enter into or suffer to exist any agreement prohibiting or 
conditioning the creation or assumption of any Lien upon the Pledgor Shares.

         Section 4.  AMENDMENTS, ETC.  No amendment or waiver of any 
provision of this Pledge Agreement and no consent to any departure by the 
Pledgor therefrom shall in any event be effective unless the same shall be in 
writing and signed by the Lender, and then such waiver or consent shall be 
effective only in the specific instance and for the specific purpose for 
which given.

         Section 5.  NOTICES, ETC.  All notices and other communications 
provided for hereunder shall be in writing (including telegraphic, telecopy 
or telex communication) and mailed, telegraphed, telecopied, telexed or 
delivered if to the Pledgor, at its address at 400 South El Camino Real, 
suite 1275, San Mateo, CA 94402, Attention: Mr. Douglas Sinclair, Telecopier 
415-548-1842 and if to the Lender at its address at 1 Temasek Avenue #15-02 
Millenia Tower, Singapore 039192, Attention:  Mr. David W. Lewing.  All such 
notices and other communications shall, when mailed, telegraphed, telecopied 
or telexed, be effective when deposited in the mails, delivered to the 
telegraph company, transmitted by telecopier or confirmed by telex 
answerback, respectively.

         Section 6.  NO WAIVER; REMEDIES.  No failure on the part of the 
Lender to exercise, and no delay in exercising, any right hereunder shall 
operate as a waiver thereof; nor shall any single or partial exercise of any 
right hereunder preclude any other or further exercise thereof or the 
exercise of any other right.  The remedies herein provided are cumulative and 
not exclusive of any remedies provided by law.

         Section 7.  CONTINUING AGREEMENT; ASSIGNMENTS UNDER THE CREDIT 
AGREEMENT.  This Pledge Agreement is a continuing obligation of the Pledgor 
and shall (a) remain in full force and effect until the payment in full in 
cash of all amounts due under the Credit Agreement, (b) be binding upon the 
Pledgor, its successors and assigns and (c) inure to the benefit of and be 
enforceable by the Lender and their successors, transferees and assigns.  
Without limiting the generality of the foregoing clause (c), the Lender may 
assign or otherwise transfer all or any portion of its rights and obligations 
under the Credit Agreement (including, without limitation, all or any portion 
of the Commitment, the Advances owing to it and the Note held by it) to any 
other Person, and such other Person shall thereupon become vested with all 
the benefits in 

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respect thereof granted to the Lender herein or otherwise, in each case as 
and to the extent provided under the Credit Agreement.

         Section 8.  GOVERNING LAW; JURISDICTION; WAIVER OF JURY TRIAL, ETC.  
(a)  This Pledge Agreement shall be governed by, and construed in accordance 
with, the laws of the State of New York.

         (b)  The Pledgor hereby irrevocably and unconditionally submits, for 
itself and its property, to the nonexclusive jurisdiction of any New York 
State court or federal court of the United States of America sitting in 
New York City, and any appellate court from any thereof, in any action or 
proceeding arising out of or relating to this Pledge Agreement, or for 
recognition or enforcement of any judgment, and the Pledgor hereby 
irrevocably and unconditionally agrees that all claims in respect of any such 
action or proceeding may be heard and determined in any such New York State 
court or, to the extent permitted by law, in such federal court.  The Pledgor 
agrees that process served either personally or by registered mail, return 
receipt requested, shall, to the extent permitted by law, constitute adequate 
service of process in any such proceeding.  Without limiting the foregoing, 
the Pledgor hereby appoints, in the case of any such action or proceeding 
brought in the courts of or in the State of New York, CT Corporation System, 
with offices on the date hereof at 1633 Broadway, New York, New York 10019, 
to receive, for them and on their behalf, service of process in the State of 
New York with respect thereto, PROVIDED that the Pledgor may appoint any 
other person, with offices in the State of New York to replace such agent for 
service of process upon delivery to each other Loan Party notice thereof.  
The Pledgor agrees that a final judgment in any such action or proceeding 
shall be conclusive and may be enforced in other jurisdictions by suit on the 
judgment or in any other manner provided by law.  Nothing in this Pledge 
Agreement shall affect any right that any Loan Party may otherwise have to 
bring any action or proceeding relating to this Pledge Agreement in the 
courts of any jurisdiction.

         (c)  The Pledgor hereto irrevocably and unconditionally waives, to 
the fullest extent it may legally and effectively do so, any objection that 
it may now or hereafter have to the laying of venue of any suit, action or 
proceeding arising out of or relating to this Pledge Agreement in any 
New York State or federal court.  The Pledgor hereto hereby irrevocably 
waives, to the fullest extent permitted by law, the defense of an 
inconvenient forum to the maintenance of such action or proceeding in any 
such court.

         (d)  The Pledgor hereby waives all right to trial by jury in any 
action, proceeding or counterclaim (whether based on contract, tort or 
otherwise) arising out of or relating to this Pledge Agreement, any document 
delivered under this Pledge Agreement, any Advance or the actions of the 
Lender in the negotiations, administration, performance or enforcement hereof.


         IN WITNESS WHEREOF, the Pledgor has caused this Pledge Agreement to 
be duly executed and delivered by its officer thereunto duly authorized as of 
the date first above written.

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                                  INTERNATIONAL WIRELESS
                                  COMMUNICATIONS, INC.



                                  By
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