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         AMENDED AND RESTATED NEGATIVE PLEDGE AGREEMENT
                                
                                
         THIS AMENDED AND RESTATED NEGATIVE PLEDGE AGREEMENT dated as of 
September 18, 1997 (the "AMENDED AND RESTATED PLEDGE AGREEMENT") made by 
International Wireless Communications, Inc., a corporation organized under 
the laws of Delaware ("IWC INC.") and IWC China Limited, a Mauritius 
corporation ("IWC CHINA"), in favor of the Lender (as defined in the Credit 
Agreement referred to below).

         WHEREAS, the Lender is party to the Bridge Loan Agreement, dated as 
of May 16, 1997, as amended by the Waiver Agreement, dated July 10, 1997 
(said Agreement, as it is now and 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"),

         WHEREAS, the Borrower desires to enter into a Bridge Loan Agreement 
Supplement No. 1, dated as of September 18, 1997, which amends and 
supplements the Credit Agreement, pursuant to which the Borrower is 
requesting that the Lender provide up to an additional $10,000,000 under the 
Bridge Loan Agreement as set forth therein,

         WHEREAS, this Amended and Restated Pledge Agreement amends and 
restates in its entirety and replaces and supersedes the IWC Pledge 
Agreement, dated as of June 5, 1997 made by IWC Inc. in favor of the Lender, 
and

         WHEREAS, it is a condition precedent to the making of First 
Supplemental Advances under the Bridge Loan Agreement Supplement No. 1 that 
the parties hereto shall have executed and delivered this Amended and 
Restated Pledge Agreement.

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

         Section 1.  REPRESENTATIONS AND WARRANTIES.  IWC Inc. hereby 
represents and warrants as follows:

         (a)  DUE INCORPORATION, ETC.   IWC Inc. (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 IWC Inc. 
and its subsidiaries, taken as a whole, (y) the rights and remedies of the 
Lender under this Amended and Restated Pledge Agreement, or (z) the ability 
of IWC Inc. to perform its obligations under this Amended and 

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Restated Pledge Agreement (each, an "IWC INC. 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.  IWC Inc. has full corporate power and 
authority to enter into, deliver and perform its obligations under this 
Amended and Restated 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 
Amended and Restated Pledge Agreement.  This Amended and Restated Pledge 
Agreement constitutes the legal, valid and binding obligation of IWC Inc., 
enforceable against IWC Inc. 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).

         (c)  NO CONFLICT.  Neither the execution and delivery of this 
Amended and Restated Pledge Agreement nor the performance by IWC Inc. of its 
obligations hereunder, nor the consummation of the transactions contemplated 
hereby will, (i) conflict with the certificate of incorporation or by-laws of 
IWC Inc., 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 IWC Inc. 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 IWC Inc. 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 
IWC Inc. 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 IWC 
Inc. of this Amended and Restated Pledge Agreement, or for the legality, 
validity, binding effect or enforceability thereof.

         (e)  OWNERSHIP OF SHARES.  IWC China owns beneficially 85,030,000 
shares of the Borrower (the "IWC SDL Shares") representing 40% of the issued 
and outstanding shares of the Borrower, free and clear of any encumbrances, 
other than the Lien created pursuant to the Pledge Agreement, to be dated as 
of September 18, 1997, by and between IWC China and Vanguard Cellular 
Financial Corp. ("VCFC"), a North Carolina corporation (the "IWC/VCFC PLEDGE 
AGREEMENT") and the Amended and Restated Shareholders' Agreement dated as of 
April 4, 1997 among the Borrower and its Shareholders (the "SHAREHOLDERS' 
AGREEMENT").

         Section 2.  REPRESENTATIONS AND WARRANTIES.  IWC China hereby 
represents and warrants as follows:

         (a)  DUE INCORPORATION, ETC.   IWC China (i) is duly organized, 
validly existing and in good standing under the laws of Mauritius, (ii) is 
duly authorized to do business in each

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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 IWC China and its subsidiaries, taken as a whole, (y) the 
rights and remedies of the Lender under this Amended and Restated Pledge 
Agreement, or (z) the ability of IWC China to perform its obligations under 
this Amended and Restated Pledge Agreement (each, an "IWC CHINA 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.  IWC China has full corporate power and 
authority to enter into, deliver and perform its obligations under this 
Amended and Restated 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 
Amended and Restated Pledge Agreement.  This Amended and Restated Pledge 
Agreement constitutes the legal, valid and binding obligation of IWC China, 
enforceable against IWC China 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).

         (c)  NO CONFLICT.  Neither the execution and delivery of this 
Amended and Restated Pledge Agreement nor the performance by IWC China of its 
obligations hereunder, nor the consummation of the transactions contemplated 
hereby will, (i) conflict with the certificate of incorporation or by-laws or 
other similar organizational documents of IWC China, 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 IWC 
China 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 
IWC China 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 IWC China 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 IWC 
China of this Amended and Restated Pledge Agreement, or for the legality, 
validity, binding effect or enforceability thereof.

         (e)  OWNERSHIP OF SHARES.  IWC China owns beneficially the IWC SDL 
Shares, free and clear of any encumbrances, other than the Lien created 
pursuant to the IWC/VCFC Pledge Agreement and the Shareholders' Agreement.

         Section 3.  AFFIRMATIVE COVENANTS.  Each of IWC Inc. and IWC China 
covenants and agrees that, so long as any part of obligations of the Borrower 
under the Credit Agreement or the Bridge Loan Agreement Supplement No. 1 
shall remain unpaid or the Lender shall have any 

<PAGE>

Commitment thereunder, each of IWC Inc. and IWC China 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 an IWC Inc. Material Adverse Effect or an IWC 
China Material Adverse Effect, as the case may be; PROVIDED, HOWEVER, that 
neither IWC Inc. nor IWC China shall 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 each of IWC Inc. or IWC China, as the case may be, 
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 an IWC Inc. Material Adverse Effect or an IWC China 
Material Adverse Effect, as the case may be.

         (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.

         Section 4.  NEGATIVE COVENANTS.  Except as otherwise provided by the 
IWC/VCFC Pledge Agreement and the Reimbursement Agreement, dated as of 
September 18, 1997, between IWC China and VCFC, each of IWC Inc. and IWC 
China covenants and agrees that, so long as any part of the obligations of 
the Borrower under the Credit Agreement or the Bridge Loan Agreement 
Supplement No. 1 shall remain unpaid, or the Lender shall have any First 
Supplemental Commitment thereunder, each of IWC Inc. and IWC China will not, 
without the prior written consent of the Lender, (a) 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, IWC Inc., IWC China and 
STHL shall in the aggregate retain possession of, or the right, directly or 
indirectly, to vote less than 75% of the shares of the Borrower or the 
ability to direct or to cause the direction of the management and policies of 
the Borrower, whether through the ownership of shares of the Borrower, by 
contract or otherwise or (b)   enter into or suffer to exist any agreement 
prohibiting or conditioning the creation or assumption of any Lien upon the 
IWC SDL Shares.

         Section 5.  AMENDMENTS, ETC.  No amendment or waiver of any 
provision of this Amended and Restated Pledge Agreement and no consent to any 
departure by either  IWC Inc. or IWC China therefrom shall in any event be 
effective unless the same shall be in writing and 

<PAGE>

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 6.  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 IWC Inc. or IWC China, 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 7.  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 8.  CONTINUING AGREEMENT; ASSIGNMENTS UNDER THE CREDIT 
AGREEMENT.  This Amended and Restated Pledge Agreement is a continuing 
obligation of each of IWC Inc. and IWC China and shall (a) remain in full 
force and effect until the payment in full in cash of all amounts due under 
the Credit Agreement and the Bridge Loan Agreement Supplement No. 1, (b) be 
binding upon each of IWC Inc. and IWC China, their 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, as amended 
and supplemented by the Bridge Loan Agreement Supplement No. 1 (including, 
without limitation, all or any portion of the Commitment and the First 
Supplemental Commitment, the Advances and the First Supplemental Advances 
owing to it the Note and the First Supplemental Note held by it) to any other 
Person, and such other Person shall thereupon become vested with all the 
benefits in respect thereof granted to the Lender herein or otherwise, in 
each case as and to the extent provided under the Credit Agreement, as 
amended and supplemented by the Bridge Loan Agreement Supplement No. 1.

         Section 9.  GOVERNING LAW; JURISDICTION; WAIVER OF JURY TRIAL, ETC.  
(a)  This Amended and Restated Pledge Agreement shall be governed by, and 
construed in accordance with, the laws of the State of New York.

         (b)  Each of IWC Inc. and IWC China 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 
Amended and Restated Pledge Agreement, or for recognition or enforcement of 
any judgment, and each of IWC Inc. and IWC China hereby irrevocably and 
unconditionally agrees that all claims in respect 

<PAGE>

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.  
Each of IWC Inc. and IWC China 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, each of IWC Inc. and IWC China 
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 each of IWC Inc. and IWC China 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.  
Each of IWC Inc. and IWC China 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 Amended and Restated Pledge Agreement shall affect any right 
that any Loan Party may otherwise have to bring any action or proceeding 
relating to this Amended and Restated Pledge Agreement in the courts of any 
jurisdiction.

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         (c)  Each of IWC Inc. and IWC China hereby 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 Amended 
and Restated Pledge Agreement in any New York State or federal court.  Each 
of IWC Inc. and IWC China 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)  Each of IWC Inc. and IWC China 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 Amended and Restated 
Pledge Agreement, any document delivered under this Amended and Restated 
Pledge Agreement, any Advance or any First Supplemental Advance or the 
actions of the Lender in the negotiations, administration, performance or 
enforcement hereof.

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

                                  INTERNATIONAL WIRELESS
                                  COMMUNICATIONS, INC.



                                  By
                                    ------------------------------------
                                      Title:

                                  IWC CHINA LIMITED



                                  By
                                    ------------------------------------
                                      Title: