<PAGE>

                                                                   EXHIBIT 10.26

                                    AGREEMENT



     THIS AGREEMENT, made and entered into as of the 5th day of May, 1997
between Vanguard Cellular Financial Corp. ("Vanguard") and International
Wireless Communications Holdings, Inc. ("IWCH").

     WHEREAS, Vanguard, through an indirect subsidiary, owns approximately
36.11% of the issued and outstanding common stock of IWCH on an as converted
basis and certain warrants to purchase additional shares; and

     WHEREAS, the Chairman of the Board of Vanguard's parent company, Vanguard
Cellular Systems, Inc., also serves as Chairman of the Board of IWCH and has
been instrumental in the development of IWCH; and

     WHEREAS, certain other employees of Vanguard have performed valuable
services for or on behalf of IWCH in its formative stages; and

     WHEREAS, Vanguard and IWCH desire to reward the Vanguard employees for
their services to IWCH and to provide incentive for their continuing efforts
without causing dilution to other stockholders of IWCH; 

     NOW, THEREFORE, the parties agree as follows:

     1.   EXCHANGE OF WARRANTS.  Vanguard, through its wholly owned subsidiary,
Vanguard Cellular Operating Corp. ("Operating Corp,"), owns certain Warrants to
purchase common stock of IWCH, which Warrants are listed on SCHEDULE I to this
Agreement.  Vanguard agrees to cause Operating Corp. to surrender as of the date
hereof, such Warrants to IWCH for cancellation in exchange for two new Warrants
that will be issued to Operating Corp., one to acquire 554,750 shares of IWCH
common stock ("Common Stock") at a purchase price of $9.375 per share (the
"$9.375 Warrant") pursuant to Warrant Agreement, a form of which is attached
hereto as EXHIBIT A, and one for 249,970 shares at $0.25 per share (the "$0.25
Warrant") pursuant to a Warrant Agreement, a form of which is attached hereto as
EXHIBIT B.  As of the date hereof, IWCH will grant to Haynes G. Griffin an
incentive stock option to purchase 53,330 shares of Common Stock, which option
shall be in the form attached hereto as EXHIBIT C, and will grant nonstatutory
options to purchase an aggregate of 501,420 shares of Common Stock to the
individuals and in the amounts set forth on SCHEDULE II hereto, each of which
shall be in the form attached hereto as EXHIBIT D.  The options will be granted
subject any requisite approval or waiver of the holders of IWCH's capital stock
within one year of the date of grant ("Stockholder Approval").

<PAGE>

     2.   SURRENDER OF WARRANTS.  Vanguard agrees to surrender to IWCH for
cancellation its $9.375 Warrant, subject to Stockholder Approval.

     3.   GUARANTY.  The parties acknowledge that, as a result of the
transactions contemplated by this Agreement, IWCH is less likely to receive
funds upon exercise of Warrants than it otherwise would have, and, as a result,
its short-term cash flow will be adversely affected.  Although IWCH plans to
alleviate its working capital shortage by arranging debt financing or effecting
an initial public offering of its common stock it may require interim financing
as a result of not receiving such funds.  Therefore, Vanguard agrees to assist
IWCH in arranging such interim financing by guaranteeing up to an aggregate of
$3,200,000.00 of indebtedness incurred by IWCH or its wholly owned subsidiaries,
until such time as IWCH receives at least $3,200,000 in alternative debt
financing or consummates an initial public offering providing it with at least
$3,200,000 in net proceeds, but in no event shall such guaranty remain
outstanding later than February 3, 1999.  The guaranty shall be in substantially
the form attached hereto as Exhibit E, or in such other form as shall be
reasonably requested by the lender and be reasonably satisfactory to Vanguard,
together with other customary terms and conditions as are reasonably
satisfactory to Vanguard and IWCH, and will be made available upon receipt of
Stockholder Approval and Bank Approval.

     4.   REPRESENTATIONS AND WARRANTIES.

          4.1    IWCH represents and warrants to Vanguard that:

          a.     ORGANIZATION, GOOD STANDING, AND QUALIFICATION.  IWCH 
    is a corporation duly organized, validly existing, and in good standing 
    under the laws of the State of Delaware and has all requisite corporate 
    power and authority to carry on its business as now conducted and as 
    proposed to be conducted.  IWCH is duly qualified to transact business 
    and is in good standing in each jurisdiction in which the failure so to 
    qualify would have a material adverse effect on its business or 
    properties.
    
          b.     AUTHORIZATION.  All corporate action on the part of 
    IWCH, its officers, directors, and shareholders necessary for the 
    authorization, execution, and delivery of this Agreement and the 
    performance of all obligations of IWCH hereunder has been taken or will 
    be taken prior to the Closing.
    
          c.     COMPLIANCE WITH OTHER INSTRUMENTS.  Neither the 
    execution and delivery by IWCH of this Agreement or any agreement or 
    instrument attached hereto, nor compliance by IWCH with the terms and 
    provisions hereof and thereof, including without limitation, the 
    consummation of the transactions contemplated hereby, will violate any 
    statute, regulation or ordinance of any governmental authority, or 
    conflict with or result in the breach of any term, condition, or 
    provision of the Certificate of Incorporation or the Bylaws of IWCH or 
    of any agreement, deed, contract, mortgage, indenture, writ, order, 
    decree, legal obligation (including but not limited to, the Series F. 
    Redeemable Convertible Preferred Stock Securities Purchase Agreement 
    dated as of De ember 18, 1995, the Fifth Amended and Restated Investor 
    Rights Agreement dated as of December 

                                        2

<PAGE>


    18, 1995 and the Registration Rights Agreement dated as of December 6, 
    1995), or instrument to which IWCH is a party or by which it or any of 
    its assets are or may be bound, or constitute a default (or an event 
    which, with the lapse of time or the giving of notice, or both, would 
    constitute a default) thereunder, where such violation, conflict and/or 
    default could have a material adverse effect on (i) the consummation of 
    the transactions contemplated by this Agreement, or (ii) the results of 
    operations, financial condition or assets of IWCH.

          d.     CONSENTS AND APPROVALS. All consents, approvals, 
    permits, orders or authorizations of, and all qualifications, 
    registrations, designations, declarations or filings with, any federal 
    or Delaware corporate or California state governmental authority on the 
    part of IWCH required in connection with the execution and delivery of 
    the Agreements and consummation at the closing of the transactions 
    contemplated by the Agreements have been obtained, and are effective.

       4.2      Vanguard represents and warrants to IWCH that:

          a.     ORGANIZATION, GOOD STANDING, AND QUALIFICATION.  
    Vanguard is a corporation duly organized, validly existing, and in good 
    standing under the laws of the State of Delaware and has all requisite 
    corporate power and authority to carry on its  business as now conducted 
    and as proposed to be conducted.  Vanguard is duly qualified to transact 
    business and is in good standing in each jurisdiction in which the 
    failure so to qualify would have a material adverse effect on its 
    business or properties.
    
         b.     AUTHORIZATION.  All corporate action on the part of 
    Vanguard, its officers, directors, and shareholders necessary for the 
    authorization, execution, and delivery of this Agreement and the 
    performance of all obligations of Vanguard hereunder has been taken or 
    will be taken prior to Closing.

          c.     COMPLIANCE WITH OTHER INSTRUMENTS.  Neither the 
    execution and delivery of this Agreement by Vanguard, nor compliance by 
    Vanguard with the terms and provisions hereof, including without 
    limitation, the consummation of the transactions contemplated hereby, 
    will violate any statute, regulation, or ordinance of any governmental 
    authority, or conflict with or result in the breach of any term, 
    condition, or provision of the Articles of Incorporation or the Bylaws 
    of Vanguard or of any agreement, deed, contract, mortgage, indenture, 
    writ, order, decree, legal obligation or instrument to which Vanguard is 
    a party or by which it or any of its assets are or may be bound, or 
    constitute a default (or an event which, with the lapse of time or the 
    giving of notice, or both, would constitute a default) thereunder, where 
    such violation, conflict and/or default could have a material adverse 
    effect on (i) the consummation of the transactions contemplated by this 
    Agreement, or (ii) the results of operations, financial condition or 
    assets of Vanguard.

          d.     CONSENTS AND APPROVALS.  All consents, approvals, 
    permits, orders or authorizations of, and all qualifications, 
    registrations, designations, declarations or filings with, any federal 
    or Delaware corporate or California state governmental authority on the 

                                        3

<PAGE>

    part of Vanguard required in connection with the execution and delivery 
    of the Agreements and consummation at the Closing of the transactions 
    contemplated by the Agreements have been obtained, and are effective.

          e.     PRIVATE PLACEMENT.  Vanguard will cause each of the 
    individuals listed on Schedule II to deliver to IWCH a written 
    representation to the effect of Exhibit F hereof.

5.    REGISTRATION RIGHTS.

          a.     Shares of Common Stock issued or issuable upon exercise 
    of options granted hereunder (collectively, "Options") to Haynes G. 
    Griffin, Van Snowdon and John Russell Dunn (collectively, "IWCH Service 
    Providers") shall be registered on an effective registration statement 
    on Form S-8 (or any successor form of registration statement primarily 
    relating to the sale of securities to employees of or consultants to the 
    Company pursuant to a stock option, stock purchase or similar plan) 
    under the Securities Act of 1933, as amended ("Act"), whenever a 
    registration statement of Form S-8 (or any such successor form) shall be 
    effective covering shares of Common Stock issued or issuable upon 
    exercise of options granted to the executive officer of IWCH.

          b.     If the Company shall receive at any time after the 
    first anniversary of the date upon which Options are granted to persons 
    other than IWCH Service Providers (the "Other Persons"), a written 
    request from holders of a majority of the shares of Common Stock or 
    other securities issued or issuable upon the exercise of such Options 
    (the "Registrable Securities"), that the Company file a registration 
    statement under the Act covering the registration of at least 25% of the 
    Registrable Securities, then the Company shall effect as soon as 
    practicable, and in any event within sixty (60) days of the receipt of 
    such request, the registration under the Act of all Registrable 
    Securities.  The company shall maintain the effectiveness of any 
    registration statement filed and declared effective pursuant to Section 
    5(b) for a period of at least ninety (90) days.  Notwithstanding the 
    foregoing, the Company shall not be obligated to effect, or take any 
    action to effect, any registration pursuant to this Section 5(b):

              i.     During any period in which the Registrable 
    Securities may be publicly resold pursuant to Rule 144 under the Act (or 
    any successor rule), regardless of whether such resale is subject to the 
    volume limitations of such Rule or is permitted only if the Registrable 
    Securities must be exercised on a net issue basis pursuant to Section 5 
    of the applicable Option. [Vanguard acknowledges that, pursuant to 
    Rule 144(d)(3)(ii) as currently in effect, Common Stock acquired upon 
    exercise of an Option on a net issue basis will be deemed to be acquired 
    at the time the option was acquired];

             ii.     More than once during any eighteen (18) month period; or

                                        4

<PAGE>

            iii.     During any period when the Company is ineligible to 
    use a registration statement o Form S-3 (or any successor form with 
    comparable disclosure requirements) for resales of Registrable 
    Securities.

          c.     The Company shall take all customary and reasonable 
    actions necessary to effect the registration rights granted hereunder.

          d.     Notwithstanding this Section 5, no Registrable 
    Securities may be publicly resold during any period when an executive 
    officer of IWCH is prohibited from publicly reselling Common Stock under 
    applicable insider trading policies and procedures of IWCH.

          e.     All expenses (other than underwriting discounts and 
    commissions, if applicable) incurred in connection with effecting up to 
    two (2) registrations pursuant to Section 5(b) hereof shall be paid by 
    the Company (including fees and disbursements of a single counsel for 
    the selling stockholders, provided such counsel shall also be counsel 
    for the Company in connection with such registrations).

          f.     Each holder of an Option agrees for himself (and any 
    transferee of such Option) that, during the period of duration specified 
    by the Company following the effective date of a registration of the 
    Company filed under the Act, such person shall not, to the extent 
    requested by the Company, directly or indirectly sell, offer to sell, 
    contract to sell (including, without limitation, any short sale), grant 
    and any option to purchase or otherwise transfer or dispose of (other 
    than to donees who agree to be similarly bound) any securities of IWCH 
    (or any interest therein) held by it by any time during such period, 
    except Common Stock included in such registration statement; provided, 
    however, that such agreement shall be applicable only if all officers 
    and directors of IWCH hereunto are bound by similar agreements of at 
    least the same period of duration.

    6.    OPINIONS OF COUNSEL.  Vanguard will cause its legal counsel to 
deliver to IWCH its opinion in substantially the form of EXHIBIT F 
hereto, and IWCH will cause its counsel to deliver to Vanguard its 
opinion in substantially the form of EXHIBIT G hereto, dated as of the 
date hereof.

    7.   GOVERNING LAW.  This Agreement shall be governed by and 
construed and enforced in accordance with the laws of the State of 
Delaware, without giving effect to any choice of law or conflict 
provision or rule that would cause the laws of any other jurisdiction to 
be applied.
    
    8.   SUCCESSORS AND ASSIGNS.  This Agreement may not be assigned or 
otherwise transferred by either party without the written consent of the 
other.  This Agreement shall be binding upon and inure to the benefit to 
the parties hereto and their respective successors and assigns.

                                        5

<PAGE>

    9.   AMENDMENTS.  No amendment, modification or discharge of this 
Agreement, and no waiver of any condition or the breach of any 
provision, term, covenant, representation or warranty hereunder shall be 
valid or binding unless set forth in writing and duly exercised by the 
party against whom enforcement of the Agreement, modification, discharge 
or waiver is sought.

    10.  ENTIRE AGREEMENT.  This Agreement, together with the documents 
contemplated hereby and attached hereto, constitutes the entire 
agreement among the parties with respect to the subject matter hereof 
and supersedes and cancels any and all prior agreements and 
understandings, both written and oral, among them relating to the 
subject matter hereof.   

    11.  COUNTERPARTS.  Counterparts of this Agreement may be executed in 
several counterparts, each of which shall be deemed an original and all 
of which shall together constitute one and the same instrument.

    IN WITNESS WHEREOF, the parties hereto have caused this Agreement to 
be executed as of the day first above written.

                      VANGUARD CELLULAR FINANCIAL CORP.


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


                      INTERNATIONAL WIRELESS COMMUNICATIONS HOLDINGS, INC.


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


                                        6

<PAGE>


                                   SCHEDULE I
                                   ----------

                           VANGUARD SCHEDULE OF WARRANTS

1)     WD1-2 Warrant to purchase 17,640 shares of Series D Preferred Stock.
2)     WD2-1 Warrant to purchase 5,960 shares of Series D Preferred Stock.
3)     WF-13 Warrant to purchase 64,120 shares of Series F Preferred Stock.
4)     WV-1 Warrant to purchase 50,400 shares of Series C Preferred Stock.
5)     WV-2 Warrant to purchase 273,480 shares of Series C Preferred Stock.
6)     WV-3 Warrant to purchase 393,120 shares of Series D Preferred Stock.


<PAGE>

                                  SCHEDULE II
                                  -----------

                         OPTIONS TO PURCHASE COMMON STOCK 
                                        OF
                    INTERNATIONAL WIRELESS COMMUNICATIONS, INC.


INCENTIVE OPTION

          Haynes G. Griffin                 53,330


NONQUALIFIED OPTIONS FOR DIRECTORS AND CONSULTANTS
          
          Haynes G. Griffin                346,670
          Van E. Snowdon                    65,250
          John Russell Dunn                  2,000



OTHER NONQUALIFIED OPTIONS

          L. Richardson Preyer, Jr.         10,000
          Stuart S. Richardson               7,500
          Stephen L. Holcombe               10,000
          Richard C. Rowlenson              10,000
          Timothy G. Biltz                  10,000
          Dennis B. Francis                 10,000
          S. Tony Gore, III                 10,000
          Arthur S. Whiting                  5,000
          Philip E. Smith                    5,000
          Anthony Dillon                     5,000
          Neva J. Reavis                     5,000


<PAGE>


                                    EXHIBIT A
                                    ---------

     THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF 
     HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS 
     AMENDED.  THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, 
     HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN 
     EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, 
     OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT 
     REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT 
     TO RULE 144 UNDER SUCH ACT.
     
No. WC-__                                              Void after May 5, 2007

               INTERNATIONAL WIRELESS COMMUNICATIONS HOLDINGS, INC. 
                       WARRANT TO PURCHASE COMMON STOCK

          This Warrant is issued to Vanguard Cellular Operating Corp. (the 
"Holder") by International Wireless Communications Holdings, Inc., a Delaware 
corporation (the "Company"), pursuant to the Agreement dated as of May 5, 
1997 between the Company and Vanguard Cellular Financial Corp. (the "Purchase 
Agreement").
          
          1.   PURCHASE OF SHARES.  Subject to the terms and conditions 
hereinafter set forth and set forth in the Purchase Agreement, the Holder is 
entitled, upon surrender of this Warrant at the principal office of the 
Company (or at such other place as the Company shall notify the Holder hereof 
in writing), to purchase 554,750 shares of the Company's Common Stock, par 
value $0.01 per share (the "Equity Securities"), at a per share purchase 
price of Nine Dollars Thirty-Seven and One-Half Cents ($9.375) per share.  
The shares of Equity Securities issuable pursuant to this Section 1 (the 
"Warrant Shares") shall be subject to adjustment pursuant to Section 7 
hereof.  The purchase price of the Warrant Shares as provided in this Section 
1 (the "Exercise Price") shall be subject to adjustment pursuant to Section 7 
hereof.  

          2.   EXERCISE PERIOD.  This Warrant is exercisable only until and 
including May 5, 2007; PROVIDED, HOWEVER, that in the event of (a) the 
closing of the issuance and sale of shares of Common Stock of the Company in 
the Company's first underwritten public offering pursuant to an effective 
registration statement under the Securities Act of 1933, as amended, (b) the 
sale of all or substantially all the assets of the Company, (c) the merger of 
the Company with or into, or the consolidation of the Company with, any other 
entity resulting in the transfer of outstanding equity securities 
representing fifty percent (50%) or more of the Company's outstanding voting 
power, or (d) any other transfer of outstanding equity securities of the 
Company representing eighty percent (80%) or more of the Company's 
outstanding voting power, this Warrant shall, on the date of such event, no 
longer be exercisable and become null and void.  In the event of a proposed 
transaction of the kind described above, the Company shall notify the holder 
of the Warrant at least twenty (20) days prior to the consummation of such 
event or transaction.


                                        1

<PAGE>

          3.   METHOD OF EXERCISE.  While this Warrant remains outstanding 
and exercisable in accordance with Section 2 above, the Holder may exercise, 
in whole or in part, the purchase rights evidenced hereby.  Such exercise 
shall be effected by:

              (a)    the surrender of the Warrant, together with a duly 
executed copy of the form of subscription attached hereto, to the Secretary 
of the Company at its principal offices; and

              (b)    the payment to the Company of an amount equal to the 
aggregate Exercise Price for the number of Warrant Shares being purchased.

          4.   Net Issue Exercise.  

              (a)    In lieu of exercising this Warrant, Holder may elect to 
receive shares equal to the value of this Warrant (or the portion thereof 
being canceled) by surrender of this Warrant at the principal office of the 
Company together with notice of such election in which event the Company 
shall issue to Holder a number of shares of Equity Securities computed using 
the following formula:

                                 X = (Y)(A-B)
                                 ------------
                                       A

       Where   X -  The number of shares of Equity Securities to be issued 
                    to Holder.
               Y -  The number of shares of Warrant Shares to be surrendered.
               A -  The fair market value of one share of the Equity Securities
                    to be issued upon exercise of this Warrant.
               B -  Exercise Price (as adjusted to the date of such 
                    calculations).

              (b)   For purposes of this Section, the Board of Directors of 
the Company shall determine the fair market value in its good faith.  

          5.   CERTIFICATES FOR WARRANT SHARES.  Upon the exercise of the 
purchase rights evidenced by this Warrant, one or more certificates for the 
number of Warrant Shares so purchased shall be issued as soon as practicable 
thereafter, and in any event within thirty (30) days of the delivery of the 
subscription notice.

          6.   RESERVATION OF WARRANT SHARES.  The Company covenants that it 
will at all times keep available such number of authorized shares of its 
Equity Securities issuable upon exercise of this Warrant free from all 
preemptive rights with respect thereto, which will be sufficient to permit 
the exercise of this Warrant for the full number of Warrant Shares specified 
herein.  The Company further covenants that such Warrant Shares, when issued 
pursuant to the exercise of this Warrant, will be duly and validly issued, 
fully paid and nonassessable and free from all taxes, liens, and charges with 
respect to the issuance thereof.

                                        2

<PAGE>

          7.   ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES.  
The number of and kind of securities purchasable upon exercise of this 
Warrant and the Exercise Price shall be subject to adjustment from time to 
time as follows:

              (a)     SUBDIVISIONS, COMBINATIONS AND OTHER ISSUANCES.  If the 
Company shall at any time prior to the expiration of this Warrant subdivide 
its Equity Securities by split-up or otherwise, or combine its capital stock, 
or issue additional securities as a dividend with respect to any shares of 
its Equity Securities, the number of Warrant Shares issuable on the exercise 
of this Warrant shall forthwith be proportionately increased in the case of a 
subdivision or stock dividend, or proportionately decreased in the case of a 
combination. Appropriate adjustments shall also be made to the Exercise Price 
payable per share, but the aggregate purchase price payable for the total 
number of Warrant Shares purchasable under this Warrant (as adjusted) shall 
remain the same.  Any adjustment under this Section 7(a) shall become 
effective at the close of business on the date the subdivision or combination 
becomes effective, or as of the record date of such dividend, or in the event 
that no record date is fixed, upon the making of such dividend.

              (b)     RECLASSIFICATION, REORGANIZATION, AND CONSOLIDATION.  
In case of any reclassification, capital reorganization, or change in the 
capital stock of the Company (other than as a result of a subdivision, 
combination, or stock dividend provided for in Section 7(a) above), then, as 
a condition of such reclassification, reorganization, or change, lawful 
provision shall be made, and duly executed documents evidencing the same from 
the Company or its successor shall be delivered to the Holder, so that the 
Holder shall have the right at any time prior to the expiration of this 
Warrant to purchase, at a total price equal to that payable upon the exercise 
of this Warrant, the kind and amount of shares of stock and other securities 
and property receivable in connection with such reclassification, 
reorganization, or change by a holder of the same number of shares of capital 
stock as were purchasable by the Holder immediately prior to such 
reclassification, reorganization, or change.  In any such case appropriate 
provisions shall be made with respect to the rights and interest of the 
Holder so that the provisions hereof shall thereafter be applicable with 
respect to any shares of stock or other securities and property deliverable 
upon exercise hereof, and appropriate adjustments shall be made to the 
Exercise Price per share payable hereunder, provided the aggregate purchase 
price shall remain the same.

              (c)     NOTICE OF ADJUSTMENT.  When any adjustment is required 
to be made in the number or kind of shares purchasable upon exercise of the 
Warrant, or in the Exercise Price, the Company shall promptly notify the 
Holder of such event and of the number of shares, the adjusted Exercise Price 
and the type of securities or property thereafter purchasable upon exercise 
of the Warrant.
          
         8.   NO FRACTIONAL SHARES OR SCRIP.  No fractional shares or scrip 
representing fractional shares shall be issued upon the exercise of this 
Warrant, but in lieu of such fractional shares the Company shall make a cash 
payment therefor on the basis of the exercise price of the warrant then in 
effect.

                                        3

<PAGE>


         9.   NO STOCKHOLDER RIGHTS.  Prior to exercise of this Warrant, the 
Holder shall not be entitled to any rights of a stockholder with respect to 
the Warrant Shares, including (without limitation) the right to vote such 
Warrant Shares, receive dividends or other distributions thereon, exercise 
preemptive rights or be notified of stockholder meetings, and such Holder 
shall not be entitled to any notice or other communication concerning the 
business or affairs of the Company.
          
        10.  SUCCESSORS AND ASSIGNS.  The terms and provisions of this 
Warrant shall inure to the benefit of, and be binding upon, the Company and 
the Holders hereof and their respective successors and assigns.

          A Holder may transfer in whole or in part the purchase rights 
evidenced hereby to any third party to whom such rights may be transferred 
without registration or qualification under federal or state securities laws, 
provided: (a) the transferee or assignee receives a Warrant to purchase 
twenty percent (20%) of the  Warrant Shares; (b) the Company is, within a 
reasonable time after such transfer or assignment, furnished with written 
notice of the name and address of such transferee or assignee; (c) such 
transferee or assignee agrees in writing to be bound by and subject to the 
terms and conditions of this Warrant; and (d) the transferor shall have 
delivered to the Company, if reasonably requested by counsel to the Company 
an opinion of counsel substantially to the effect that the transfer or 
assignment can be effected without registration or qualification under 
applicable federal or state securities laws.
          
        11.  AMENDMENTS AND WAIVERS.  Any term of this Warrant may be amended 
and the observance of any term of this Warrant may be waived (either 
generally or in a particular instance and either retroactively or 
prospectively), with the written consent of the Company and the holders of a 
majority of the Warrants issued pursuant to the Purchase Agreement that are 
then outstanding.  Any waiver or amendment effected in accordance with this 
section shall be binding upon each holder of any Warrant Shares purchased 
under this Warrant at the time outstanding, each future holder of all such 
Warrant Shares, and the Company.
          
        12.  EFFECT OF AMENDMENT OR WAIVER.  The Holder acknowledges that by 
the operation of paragraph 11 hereof, the holders of a majority of the 
Warrants issued pursuant to the Purchase Agreement that are then outstanding 
will have the right and power to diminish or eliminate all rights of such 
Holder under this Warrant or under the Purchase Agreement.
          
        13.  GOVERNING LAW.  This Warrant shall be governed by the laws of 
the State of Delaware as applied to agreements among California residents 
made and to be performed entirely within the State of Delaware.

                              INTERNATIONAL WIRELESS
                              COMMUNICATIONS HOLDINGS, INC.
                              
                              By:
                                 --------------------------------------
                                   Douglas S. Sinclair
                                   Executive Vice President

                                        4

<PAGE>

                                  SUBSCRIPTION


International Wireless Communications Holdings, Inc.
Attention:  Corporate Secretary


          1.   The undersigned hereby elects to purchase, pursuant to the 
provisions of the Warrant to Purchase _______________ shares of 
_________________ stock of International Wireless Communications Holdings, 
Inc. and held by the undersigned, ____________ shares of ________ stock of 
International Wireless Communications Holdings, Inc.

          2.   The undersigned hereby elects to receive shares equal to the 
value of this Warrant in the manner specified in Section 4 of the Warrant.

          [Strike paragraph above that does not apply.]

          3.   Payment of the exercise price per share required under such 
Warrant accompanies this Subscription.

          4.   The undersigned hereby represents and warrants that the 
undersigned is acquiring such shares for its own account for investment 
purposes only, and not for resale or with a view to distribution of such 
shares or any part thereof.

                              Date:
                                   ----------------------------------------
                              Signature:
                                       ------------------------------------
                              Address:
                                     --------------------------------------

Name in which shares should be registered:

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

                                        5

<PAGE>

                                    EXHIBIT B

     THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF 
     HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS 
     AMENDED.  THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, 
     HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN 
     EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, 
     OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT 
     REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT 
     TO RULE 144 UNDER SUCH ACT.
     
No. WC-__                                                 Void after May 5, 2007

             INTERNATIONAL WIRELESS COMMUNICATIONS HOLDINGS, INC.
                    WARRANT  TO  PURCHASE COMMON STOCK

          This Warrant is issued to Vanguard Cellular Operating Corp. (the 
"Holder") by International Wireless Communications Holdings, Inc., a Delaware 
corporation (the "Company"), pursuant to the Agreement dated as of May 5, 
1997 between the Company and Vanguard Cellular Financial Corp. (the "Purchase 
Agreement").
          
          1.   PURCHASE OF SHARES.  Subject to the terms and conditions 
hereinafter set forth and set forth in the Purchase Agreement, the Holder is 
entitled, upon surrender of this Warrant at the principal office of the 
Company (or at such other place as the Company shall notify the Holder hereof 
in writing), to purchase 249,970 shares of the Company's Common Stock, par 
value $0.01 per share (the "Equity Securities"), at a per share purchase 
price of Twenty-Five Cents ($0.25) per share.  The shares of Equity 
Securities issuable pursuant to this Section 1 (the "Warrant Shares") shall 
be subject to adjustment pursuant to Section 7 hereof.  The purchase price of 
the Warrant Shares as provided in this Section 1 (the "Exercise Price") shall 
be subject to adjustment pursuant to Section 7 hereof.  
     
          2.   EXERCISE PERIOD.  This Warrant is exercisable only until and 
including May 5, 2007; PROVIDED, HOWEVER, that in the event of (a) the 
closing of the issuance and sale of shares of Common Stock of the Company in 
the Company's first underwritten public offering pursuant to an effective 
registration statement under the Securities Act of 1933, as amended, (b) the 
sale of all or substantially all the assets of the Company, (c) the merger of 
the Company with or into, or the consolidation of the Company with, any other 
entity resulting in the transfer of outstanding equity securities 
representing fifty percent (50%) or more of the Company's outstanding voting 
power, or (d) any other transfer of outstanding equity securities of the 
Company representing eighty percent (80%) or more of the Company's 
outstanding voting power, this Warrant shall, on the date of such event, no 
longer be exercisable and become null and void.  In the event of a proposed 
transaction of the kind described above, the Company shall notify the holder 
of the Warrant at least twenty (20) days prior to the consummation of such 
event or transaction.


                                        1

<PAGE>

          3.   METHOD OF EXERCISE.  While this Warrant remains outstanding 
and exercisable in accordance with Section 2 above, the Holder may exercise, 
in whole or in part, the purchase rights evidenced hereby.  Such exercise 
shall be effected by:

              (a)     the surrender of the Warrant, together with a duly 
executed copy of the form of subscription attached hereto, to the Secretary 
of the Company at its principal offices; and

              (b)     the payment to the Company of an amount equal to the 
aggregate Exercise Price for the number of Warrant Shares being purchased.

          4.   NET ISSUE EXERCISE.  

              (a)     In lieu of exercising this Warrant, Holder may elect to 
receive shares equal to the value of this Warrant (or the portion thereof 
being canceled) by surrender of this Warrant at the principal office of the 
Company together with notice of such election in which event the Company 
shall issue to Holder a number of shares of Equity Securities computed using 
the following formula:

                                  X = (Y)(A-B)
                                  ------------
                                       A

     Where     X -  The number of shares of Equity Securities to be issued 
                    to Holder.
               Y -  The number of shares of Warrant Shares to be surrendered.
               A -  The fair market value of one share of the Equity 
                    Securities to be issued upon exercise of this Warrant.
               B -  Exercise Price (as adjusted to the date of such 
                    calculations).

              (b)   For purposes of this Section, the Board of Directors of 
the Company shall determine the fair market value in its good faith.  

          5.   CERTIFICATES FOR WARRANT SHARES.  Upon the exercise of the 
purchase rights evidenced by this Warrant, one or more certificates for the 
number of Warrant Shares so purchased shall be issued as soon as practicable 
thereafter, and in any event within thirty (30) days of the delivery of the 
subscription notice.

          6.   RESERVATION OF WARRANT SHARES.  The Company covenants that it 
will at all times keep available such number of authorized shares of its 
Equity Securities issuable upon exercise of this Warrant free from all 
preemptive rights with respect thereto, which will be sufficient to permit 
the exercise of this Warrant for the full number of Warrant Shares specified 
herein.  The Company further covenants that such Warrant Shares, when issued 
pursuant to the exercise of this Warrant, will be duly and validly issued, 
fully paid and nonassessable and free from all taxes, liens, and charges with 
respect to the issuance thereof.

                                        2

<PAGE>

          7.   ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES.  
The number of and kind of securities purchasable upon exercise of this 
Warrant and the Exercise Price shall be subject to adjustment from time to 
time as follows:

              (a)    SUBDIVISIONS, COMBINATIONS AND OTHER ISSUANCES.  If the 
Company shall at any time prior to the expiration of this Warrant subdivide 
its Equity Securities by split-up or otherwise, or combine its capital stock, 
or issue additional securities as a dividend with respect to any shares of 
its Equity Securities, the number of Warrant Shares issuable on the exercise 
of this Warrant shall forthwith be proportionately increased in the case of a 
subdivision or stock dividend, or proportionately decreased in the case of a 
combination. Appropriate adjustments shall also be made to the Exercise Price 
payable per share, but the aggregate purchase price payable for the total 
number of Warrant Shares purchasable under this Warrant (as adjusted) shall 
remain the same.  Any adjustment under this Section 7(a) shall become 
effective at the close of business on the date the subdivision or combination 
becomes effective, or as of the record date of such dividend, or in the event 
that no record date is fixed, upon the making of such dividend. 


              (b)    RECLASSIFICATION, REORGANIZATION, AND CONSOLIDATION.  In 
case of any reclassification, capital reorganization, or change in the 
capital stock of the Company (other than as a result of a subdivision, 
combination, or stock dividend provided for in Section 7(a) above), then, as 
a condition of such reclassification, reorganization, or change, lawful 
provision shall be made, and duly executed documents evidencing the same from 
the Company or its successor shall be delivered to the Holder, so that the 
Holder shall have the right at any time prior to the expiration of this 
Warrant to purchase, at a total price equal to that payable upon the exercise 
of this Warrant, the kind and amount of shares of stock and other securities 
and property receivable in connection with such reclassification, 
reorganization, or change by a holder of the same number of shares of capital 
stock as were purchasable by the Holder immediately prior to such 
reclassification, reorganization, or change.  In any such case appropriate 
provisions shall be made with respect to the rights and interest of the 
Holder so that the provisions hereof shall thereafter be applicable with 
respect to any shares of stock or other securities and property deliverable 
upon exercise hereof, and appropriate adjustments shall be made to the 
Exercise Price per share payable hereunder, provided the aggregate purchase 
price shall remain the same.

              (c)     NOTICE OF ADJUSTMENT.  When any adjustment is required 
to be made in the number or kind of shares purchasable upon exercise of the 
Warrant, or in the Exercise Price, the Company shall promptly notify the 
Holder of such event and of the number of shares, the adjusted Exercise Price 
and the type of securities or property thereafter purchasable upon exercise 
of the Warrant.

         8.   NO FRACTIONAL SHARES OR SCRIP.  No fractional shares or scrip 
representing fractional shares shall be issued upon the exercise of this 
Warrant, but in lieu of such fractional shares the Company shall make a cash 
payment therefor on the basis of the exercise price of the warrant then in 
effect.

                                        3

<PAGE>


         9.   NO STOCKHOLDER RIGHTS.  Prior to exercise of this Warrant, the 
Holder shall not be entitled to any rights of a stockholder with respect to 
the Warrant Shares, including (without limitation) the right to vote such 
Warrant Shares, receive dividends or other distributions thereon, exercise 
preemptive rights or be notified of stockholder meetings, and such Holder 
shall not be entitled to any notice or other communication concerning the 
business or affairs of the Company.

        10.  SUCCESSORS AND ASSIGNS.  The terms and provisions of this 
Warrant shall inure to the benefit of, and be binding upon, the Company and 
the Holders hereof and their respective successors and assigns.
          
          A Holder may transfer in whole or in part the purchase rights 
evidenced hereby to any third party to whom such rights may be transferred 
without registration or qualification under federal or state securities laws, 
provided: (a) the transferee or assignee receives a Warrant to purchase 
twenty percent (20%) of the  Warrant Shares; (b) the Company is, within a 
reasonable time after such transfer or assignment, furnished with written 
notice of the name and address of such transferee or assignee; (c) such 
transferee or assignee agrees in writing to be bound by and subject to the 
terms and conditions of this Warrant; and (d) the transferor shall have 
delivered to the Company, if reasonably requested by counsel to the Company 
an opinion of counsel substantially to the effect that the transfer or 
assignment can be effected without registration or qualification under 
applicable federal or state securities laws.

        11.  AMENDMENTS AND WAIVERS.  Any term of this Warrant may be amended 
and the observance of any term of this Warrant may be waived (either 
generally or in a particular instance and either retroactively or 
prospectively), with the written consent of the Company and the holders of a 
majority of the Warrants issued pursuant to the Purchase Agreement that are 
then outstanding.  Any waiver or amendment effected in accordance with this 
section shall be binding upon each holder of any Warrant Shares purchased 
under this Warrant at the time outstanding, each future holder of all such 
Warrant Shares, and the Company.

        12.  Effect of Amendment or Waiver.  The Holder acknowledges that by 
the operation of paragraph 11 hereof, the holders of a majority of the 
Warrants issued pursuant to the Purchase Agreement that are then outstanding 
will have the right and power to diminish or eliminate all rights of such 
Holder under this Warrant or under the Purchase Agreement.

        13.  Governing Law.  This Warrant shall be governed by the laws of 
the State of Delaware as applied to agreements among California residents 
made and to be performed entirely within the State of Delaware.

                              INTERNATIONAL WIRELESS
                              COMMUNICATIONS HOLDINGS, INC.
                              
                              By:
                                ---------------------------------------------
                                   Douglas S. Sinclair
                                   Executive Vice President

                                        4

<PAGE>


                                  SUBSCRIPTION


International Wireless Communications Holdings, Inc.
Attention:  Corporate Secretary


          1.   The undersigned hereby elects to purchase, pursuant to the 
provisions of the Warrant to Purchase _______________ shares of 
_________________ stock of International Wireless Communications Holdings, 
Inc. and held by the undersigned, ____________ shares of ________ stock of 
International Wireless Communications Holdings, Inc.

          2.   The undersigned hereby elects to receive shares equal to the 
value of this Warrant in the manner specified in Section 4 of the Warrant.

          [Strike paragraph above that does not apply.]
          
          3.   Payment of the exercise price per share required under such 
Warrant accompanies this Subscription.

          4.   The undersigned hereby represents and warrants that the 
undersigned is acquiring such shares for its own account for investment 
purposes only, and not for resale or with a view to distribution of such 
shares or any part thereof.

                                Date:
                                     ----------------------------------------
                                Signature:
                                         ------------------------------------
                                Address:
                                       --------------------------------------


Name in which shares should be registered:

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

                                        5

<PAGE>

                                    EXHIBIT C
                                    ---------
                        INCENTIVE STOCK OPTION AGREEMENT 
                       ----------------------------------

     THIS AGREEMENT, dated as of the 5th day of May, 1997 between 
International Wireless Communications Holdings, Inc. a Delaware corporation 
having its principal office at 400 South El Camino Real Road, Suite 1275, San 
Mateo, California 94402 (hereinafter called the "Company"), and Haynes G. 
Griffin, an employee of the Company (hereinafter called the "Option Holder").

                                   WITNESSETH:

     WHEREAS, the Company recognizes the value to it of the services of the 
Option Holder as an officer and employee and is desirous of furnishing him 
with added incentive and inducement to contribute to the success of the 
Company; and

     WHEREAS, the Board of Directors of the Company has adopted the Company's 
1996 Stock Option/Stock Issuance Plan, a copy of which is attached hereto as 
Exhibit A (hereinafter called the "Plan"); and

     WHEREAS, on February 3, 1997, pursuant to the provisions of the Plan, 
the Company's Board of Directors granted to the Option Holder, pursuant to 
the Plan, an option in respect of the number of shares and fixed and 
determined the option price and the other terms and conditions hereinafter 
set forth; 

     NOW, THEREFORE, in consideration of the mutual promises and 
representations herein contained and other good and valuable consideration, 
it is agreed by and between the parties hereto as follows:

     1.   Subject to the Plan, the terms and provisions of which are 
incorporated herein by reference, the Company hereby grants to the Option 
Holder an Incentive Stock Option to purchase, on the terms and subject to the 
conditions hereinafter set forth, all or any part of an aggregate of 53,330 
shares of the Common Stock ($0.01 par value) of the Company at the exercise 
price of $9.375 per share (the "Option"), exercisable in the amounts and at 
the times set forth in this paragraph l.  Unless sooner terminated as 
provided in this Agreement, the Option shall terminate, and all rights of the 
Option Holder hereunder shall expire, on February 2, 2007.

     The Option may be exercised in installments as follows:

          (a)  up to 10,666 shares (of the total shares subject to the 
     Option) on and at any time after August 3, 1997 and prior to termination 
     of the Option;

                                        1

<PAGE>


           (b) up to 21,332 shares, less any shares previously purchased 
     pursuant to the Option, on and at any time after February 3, 1998 
     and prior to termination of the Option;

          (c)  up to 31,998 shares, less any shares previously purchased 
     pursuant to the Option, on and at any time after February 3, 1999 
     and prior to termination of the Option;

          (d)  up to 42,664 shares, less any shares previously purchased 
     pursuant to the Option, on and at any time after February 3, 2000 
     and prior to termination of the Option;

          (e)  up to 53,330 shares, less any shares previously purchased 
     pursuant to the Option, on and at any time after February 3, 2001;

provided, however, that the Option shall become immediately exercisable as to 
all of the shares upon the occurrence of any one of the following events:

          (a)  Upon the termination of the Option Holder's employment by the 
     Company other than for "cause" as hereinafter defined, or

          (b)  Upon the Option Holder's terminating his employment with the 
     Company following a "change of control," as hereinafter defined, upon the 
     occurrence of the following events (a "Triggering Event"): (i) his 
     authority and/or responsibility are substantially reduced, without his 
     consent below that in effect as of the date hereof, (ii) the Option 
     Holder is required to change his residence or principal place of business 
     from Greensboro, North Carolina, or (iii) the travel obligations of the 
     Option Holder are, without his consent, increased materially above those 
     in effect as of the date hereof, or (iv) he is not reelected to the 
     Company' Board of Directors, or

          (c)  Upon the death of the Option Holder while employed by the 
     Company, or

          (d)  Upon the Option Holder's becoming disabled within the meaning 
     of Section 22(e)(3) of the Internal Revenue Code of 1986 while employed by 
     the Company (other than by reason of chronic alcoholism or addiction to 
     narcotics or an intentionally self-inflicted injury).

     For purposes of this paragraph 1, "cause" shall mean termination due to 
(i) continued intentional refusal to perform the duties for which employed 30 
days following receipt by the Option Holder of one or more written warnings 
from the Board of Directors of the Company specifying in detail the Option 
Holder's misconduct, (ii) fraud or embezzlement committed against the 
Company, or (iii) the Option Holder's conviction for a felony.
     
     For purposes of this paragraph 1, a "change of control" shall be deemed 
to have occurred upon the occurrence of any of the following events:

          (i)  Any "person" (as such term is used in Sections 13(d) and 
     14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange 
     Act") but excluding any 

                                        2

<PAGE>


    employee benefit plan of the Company) is or becomes the "beneficial 
    owner" (as defined in Rule 13d-3 under the Exchange Act), directly or 
    indirectly, of securities of the Company representing 50% or more of the 
    combined voting power of the Company's outstanding securities then 
    entitled ordinarily (and apart from rights accruing under special 
    circumstances) to vote for the election of directors; or

          (ii) Individuals who are "Continuing Directors" (as hereinafter 
     defined) cease for any reason to constitute at least a majority of 
     the Board of Directors; or
     
         (iii) The Board of Directors shall approve a sale of all or 
     substantially all of the assets of the Company; or

          (iv) The Board of Directors shall approve any merger, 
     consolidation, or like business combination or reorganization of 
     the Company the consummation of which would result in the occurrence 
     of any event described in clause (i) or (ii) above.

     For purposes of the foregoing, "Continuing Directors" shall mean (i) the 
directors of the Company in office on the date hereof and (ii) any successor 
to any such director (and any additional director) who after the date hereof 
(y) was nominated or selected by a majority of the Continuing Directors in 
office at the time of his nomination or selection and (z) who is not an 
"affiliate" or "associate" (as defined in Regulation 12B under the Exchange 
Act) of any person who is the beneficial owner, directly or indirectly, of 
securities representing 50% or more of the combined voting power of the 
Company's outstanding securities then entitled ordinarily to vote for the 
election of directors.

     2.   The Option or any part thereof may, to the extent that it is 
exercisable, be exercised in the manner and payment of the aggregate exercise 
price for the number of shares purchased shall be made in the manner provided 
in Section I.A of Article Two of the Plan, including by payment consisting in 
full or in part of shares of Common Stock.

     3.   The Option or any part thereof may be exercised during the lifetime 
of the Option Holder only by the Option Holder and, except as provided in 
paragraph 4 hereinbelow, may be exercised only while the Option Holder is an 
employee of the Company, its parent or any of its subsidiaries.

     4.   If the Option Holder ceases to be an employee of the Company, its 
parent, or any of its subsidiaries for any reason (other than his death or 
permanent and total disability), the Option, to the extent it is exercisable 
immediately prior to such termination, may be exercised at any time within 
three months after the date of termination of his employment but in no event 
after the Option has expired.  If the Option Holder ceases to be an employee 
by reason of his death or permanent and total disability, the Option may be 
exercised, at any time within one year after such termination but in no event 
after the Option has expired, by the Optionee or the person or persons to 
whom the Option Holder's rights under the Option shall pass by will or by the 
laws of descent and distribution.

                                        3

<PAGE>

     5.   Except as provided above with respect to transfers upon the death 
of the Option Holder, the Option shall not be transferred, assigned, pledged 
or hypothecated in any way, whether by operation of law or otherwise. Upon 
any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of 
the Option or any right or privilege confirmed hereby contrary to the 
provisions hereof, the Option and the rights and privileges confirmed hereby 
shall immediately become null and void.

     6.   If the shares of Common Stock of the Company are increased, 
decreased, changed into, or exchanged for a different number or kind of 
shares or securities through merger, consolidation, combination, exchange of 
shares, other reorganization, recapitalization, reclassification, stock 
dividend, stock split or reverse stock split in which the Company is the 
surviving entity, an appropriate and proportionate adjustment shall be made, 
as provided in Section VI.C of Article One of the Plan, in the number or kind 
of shares allocated to any unexercised part of the Option.  In the event the 
Company's Board of Directors approves a consolidation or a merger in which 
the Company is not the surviving corporation, or any other merger, or share 
exchange in which the stockholders of the Company exchange their stock for 
stock of another corporation, or in the event of complete liquidation of the 
Company, or in the case of a tender offer for 50% or more of the combined 
voting power of the Company's outstanding securities, the Option shall 
thereupon become immediately exercisable (to the extent it is not already so 
exercisable).  In the event the consideration to be received for Common Stock 
in any such transaction is cash, the Option Holder shall be entitled to 
receive from the Company at the time the transaction is consummated cash in 
an amount equal to the difference between the exercise price of aggregate 
number of shares then subject to the Option and not yet purchased by the 
Option Holder and the price to be paid for such number of shares of Common 
Stock of the Company in the consolidation, merger, liquidation, or tender 
offer.  In the event such transaction is for consideration other than cash, 
the Option Holder shall be entitled to receive a replacement option on the 
same terms and conditions as the Option except that there shall be 
substituted for the Common Stock the consideration that would have been 
received by the Option Holder as a result of such transaction had the Option 
been exercised immediately prior to consummation of such transaction.

     7.   The Option Holder recognizes that any registration of the Option 
and the shares of Common Stock issuable upon its exercise under the 
Securities Act of 1933 or under the securities laws of any state shall be at 
the option of the Company.  The Option Holder acknowledges that, absent 
registration, under present federal securities regulations, he will be 
required to hold any shares purchased pursuant to exercise of the Option for 
a period of not less than one year following full payment for said shares and 
that thereafter the shares may be sold only in compliance with Rule l44 of 
the Securities and Exchange Commission.  The Option Holder further 
acknowledges that, notwithstanding registration, if, at the time of exercise 
of the Option, he is deemed an "affiliate" of the Company as defined in said 
Rule l44, any shares purchased thereunder will nevertheless be subject to 
sale only in compliance with Rule l44 (but without any holding period), and 
that the Company may take such action as is necessary to assure such 
compliance, including placing restrictive legends on certificates evidencing 
such shares and delivering stop transfer instructions to the Company's 
transfer agent.

                                        4

<PAGE>

     8.   Any notice to be given to the Company shall be addressed to the 
Secretary of the Company at the principal office of the Company. 

     9.   Nothing herein contained shall affect the right of the Company, 
subject to the terms of any existing contractual arrangement to the contrary, 
to terminate the Option Holder's employment at any time for any reason 
whatsoever.

     10.  This Agreement shall be binding upon and inure to the benefit of 
the Option Holder, his personal representatives, heirs and legatees, but 
neither this Agreement nor any rights hereunder shall be assignable or 
otherwise transferable by the Option Holder except as expressly set forth in 
this Agreement or in the Plan.

          INTERNATIONAL WIRELESS COMMUNICATIONS HOLDINGS, INC.


          By
               --------------------------------------------
               President


               --------------------------------------------
               Option Holder


                                        5


<PAGE>


                                    EXHIBIT D

     THIS OPTION AND THE COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF HAVE 
     NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  THEY 
     MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE 
     TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER 
     THE SECURITIES ACT OF 1933, OR AN OPINION OF COUNSEL SATISFACTORY TO THE 
     COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD 
     PURSUANT TO RULE 144 UNDER SUCH ACT.
          
     
                       NONQUALIFIED STOCK OPTION AGREEMENT

          THIS AGREEMENT, dated as of May 5, 1997 between International 
Wireless Communications Holdings, Inc., a Delaware corporation having 
its principal office at 400 South El Camino Road, Suite 1275, San Mateo, 
California 94402 (hereinafter called the "Company"), and 
________________, [an employee of] [a consultant to] [the Company] 
(hereinafter called the "Option Holder").

                                WITNESSETH:

          WHEREAS, the Company recognizes the value to it of the services of 
the Option Holder and is desirous of furnishing him with added incentive and 
inducement to contribute to the success of the Company; and
          
          WHEREAS, the Company's Board of Directors granted to the Option 
Holder an option in respect of the number of shares and fixed and determined 
the option price and the other terms and conditions hereinafter set forth;
          
          NOW, THEREFORE, in consideration of the mutual promises and 
representations herein contained and other good and valuable consideration, 
it is agreed by and between the parties hereto as follows:
          
          1.   The Company hereby grants to the Option Holder a Nonqualified 
Stock Option to purchase, on the terms and subject to the conditions 
hereinafter set forth, all or any part of an aggregate of __________ shares 
of the Common Stock ($.01 par value) of the Company at the exercise price of 
$9.375 per share (the "Exercise Price"), exercisable in the amounts and at 
the times set forth in Section 2.  Unless sooner terminated as provided in 
this Agreement, the Option shall terminate, and all rights of the Option 
Holder hereunder shall expire, on February 2, 2007.

                                        1

<PAGE>


          2.   The Option may be exercised in installments as follows:

              (a)   up to one-fifth (1/5) of the shares (of the total shares 
subject to the Option) on and at any time after August 3, 1997 and prior to 
termination of the Option;

              (b)   up to two-fifths (2/5) of the shares, less any shares 
previously purchased pursuant to the Option, on and at any time after 
February 3, 1998 and prior to termination of the Option;

              (c)   up to three-fifths (3/5) of the shares, less any shares 
previously purchased pursuant to the Option, on and at any time after 
February 3, 1999 and prior to termination of the Option;

              (d)   up to four-fifths (4/5)  of the shares, less any shares 
previously purchased pursuant to the Option, on and at any time after 
February 3, 2000 and prior to termination of the Option; 

              (e)   up to all of the shares, less any shares previously 
purchased pursuant to the Option, on and at any time after February 3, 2001;

provided, however, that  the Option shall become fully vested and immediately 
exercisable as to all of the Option shares upon the occurrence of any one of 
the following events:

              (a)  [Upon the termination by the Company of the Option 
Holder as a director of the Company for any reason] [Upon the Company's 
terminating the Option Holder as a consultant to the Company] [Upon 
termination of the Option Holder's employment with Vanguard Cellular 
Financial Corp. or any subsidiary thereof ("Vanguard")], or

              (b)  Upon the occurrence of a "change of control" of the 
Company as hereinafter defined.
          
          For purposes of this Section 2, a "change of control" shall be 
deemed to have occurred upon the occurrence of any of the following events:
          
                    (i)  Any "person" (as such term is used in Sections 
13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended 
(the "Exchange Act") but excluding any employee benefit plan of the 
Company) is or becomes the "beneficial owner" (as defined in Rule 13d-3 
under the Exchange Act), directly or indirectly, of securities of the 
Company representing 50% or more of the combined voting power of the 
Company's outstanding securities then entitled ordinarily (and apart 
from rights accruing under special circumstances) to vote for the 
election of directors; or
                    
                   (ii) Individuals who are "Continuing Directors" (as 
hereinafter defined) cease for any reason to constitute at least a majority 
of the Board of Directors of the Company; or

                                        2

<PAGE>

                  (iii) The Board of Directors of the Company shall approve a 
sale of all or substantially all of the assets of the Company; or
                    
                   (iv) The Board of Directors of the Company shall approve 
any merger, consolidation, or like business combination or reorganization of 
the Company the consummation of which would result in the occurrence of any 
event described in clause (i) or (ii) above.

          For purposes of the foregoing, "Continuing Directors" shall mean 
(i) the directors of the Company in office on the date hereof and (ii) any 
successor to any such director (and any additional director) who after the 
date hereof (y) was nominated or selected by a majority of the Continuing 
Directors in office at the time of his nomination or selection and (z) who is 
not an "affiliate" or "associate" (as defined in Regulation 12B under the 
Exchange Act) of any person who is the beneficial owner, directly or 
indirectly, of securities representing 50% or more of the combined voting 
power of the Company's outstanding securities then entitled ordinarily to 
vote for the election of directors.

          3.   While this Option remains outstanding and exercisable in 
accordance with the terms hereof, the Option Holder may exercise, in whole or 
in part, the Option by:

              (a)   surrendering the Option, together with a duly executed 
copy of the form of exercise notice attached hereto, to the Secretary of the 
Company at its principal offices; and

              (b)   making payment to the Company of an amount of cash equal 
to the aggregate Exercise Price for the number of Option Shares being 
purchased.

          4.   If the Option Holder ceases to be [a director of the 
Company] [a consultant to the Company] [an employee of Vanguard] for any 
reason (other than his death or permanent and total disability), the 
Option, to the extent it is exercisable immediately prior to such 
termination, may be exercised at any time within three months after the 
date of termination of his employment but in no event after the Option 
has expired.  If the Option Holder ceases to be [a director of the 
Company] [a consultant to the Company] [an employee of Vanguard] by 
reason of his death or permanent and total disability, the Option may be 
exercised, at any time within one year after such termination but in no 
event after the Option has expired, by the Optionee or the person or 
persons to whom the Option Holders' rights under the Option shall pass 
by will or by the laws of descent and distribution.
          
          5.   Except as provided in paragraph 4 above, the Option shall not 
be transferred, assigned, pledged or hypothecated in any way, whether by 
operation of law or otherwise.  Upon any attempt to transfer, assign, pledge, 
hypothecate or otherwise dispose of the Option or any right or privilege 
confirmed hereby contrary to the provisions hereof, the Option and the rights 
and privileges confirmed hereby shall immediately become null and void.

                                        3

<PAGE>

          6.   (a)  In lieu of exercising this Option, Option Holder may 
elect to receive shares equal to the value of this Option (or the portion 
thereof being canceled) by surrender of this Option at the principal office 
of the Company together with notice of such election in which event the 
Company shall issue to Option Holder a number of shares of Equity Securities 
computed using the following formula:

                                 X = (Y)(A-B)
                                 ------------
                                      A
     
       Where    X -   The number of shares of Common Stock to be issued 
                      to Option Holder.
                Y -   The number of Option shares to be surrendered.
                A -   The fair market value of one share of the Common Stock 
                      to be issued upon exercise of this Option.  
                B -   Exercise Price (as adjusted to the date of 
                      such calculations).

               (b)  For purposes of this Section, the Board of Directors 
of the Company shall determine the fair market value in its good faith.  
Notwithstanding the foregoing, Option Holder may surrender only that portion 
of the Option which is exercisable pursuant to Section 1 hereof.  

          7.   Upon the exercise of the purchase rights evidenced by this 
Option, one or more certificates for the number of Option shares so purchased 
shall be issued as soon as practicable thereafter, and in any event within 
thirty (30) days of the delivery of the subscription notice.
          
          8.   The Company covenants that it will at all times keep available 
such number of authorized shares of its Common Stock that may be issuable 
upon exercise of this Option free from all preemptive rights with respect 
thereto, which will be sufficient to permit the exercise of this Option for 
the full number of Option shares specified herein.  The Company further 
covenants that such Option shares, when issued pursuant to the exercise of 
this Option, will be duly and validly issued, fully paid and nonassessable.  
          
          9.   The number of and kind of securities purchasable upon exercise 
of this Option and the Exercise Price shall be subject to adjustment from 
time to time as follows:

              (a)   If the Company shall at any time prior to the expiration 
of this Option subdivide its Common Stock by split-up or otherwise, or 
combine its capital stock, or issue additional securities as a dividend with 
respect to any shares of its Common Stock, the number of Option shares 
issuable upon the exercise of this Option shall forthwith be proportionately 
increased in the case of a subdivision or stock dividend, or proportionately 
decreased in the case of a combination.  Appropriate adjustments shall also 
be made to the Exercise Price payable per share, but the aggregate Exercise 
Price payable for the total number of Option shares purchasable under this 
Option (as adjusted) shall remain the same.  Any 

                                        4

<PAGE>


adjustment under this Section 9(a) shall become effective at the close of 
business on the date the subdivision or combination becomes effective, or as 
of the record date of such dividend, or in the event that no record date is 
fixed, upon the making of such dividend.

              (b)   In the event of any reclassification, capital 
reorganization, or change in the capital stock of the Company (other than as 
a result of a subdivision, combination, or stock dividend provided for in 
Section 9(a) above), then, as a condition of such reclassification, 
reorganization, or change, lawful provision shall be made, and duly executed 
documents evidencing the same from the Company or its successor shall be 
delivered to the Option Holder, so that the Option Holder shall have the 
right at any time prior to the expiration of this Option to purchase, at a 
total price equal to that payable upon the exercise of this Option, the kind 
and amount of shares of stock and other securities and property receivable in 
connection with such reclassification, reorganization, or change by a holder 
of the same number of shares of capital stock as were purchasable by the 
Option Holder immediately prior to such reclassification, reorganization, or 
change.  In any such case appropriate provisions shall be made with respect 
to the rights and interest of the Option Holder so that the provisions hereof 
shall thereafter be applicable with respect to any shares of stock or other 
securities and property deliverable upon exercise hereof, and appropriate 
adjustments shall be made to the Exercise Price per share payable hereunder, 
provided the aggregate Exercise Price shall remain the same.  

              (c)   When any adjustment is required to be made in the number 
or kind of shares purchasable upon exercise of the Option, or in the Exercise 
Price, the Company shall promptly notify the Option Holder of such event and 
of the number of shares, the adjusted Exercise Price and the type of 
securities or property thereafter purchasable upon exercise of the Option.

          10.  No fractional shares shall be issued upon the exercise of this 
Option, but in lieu of such fractional shares the Company shall make a cash 
payment equal to the fair market value of such fractional shares on the 
exercise date of the Option with respect to the fractional shares.  
          
          11.  The Option Holder recognizes that any registration of the 
Option and the shares of Common Stock issuable upon its exercise under the 
Securities Act of 1933 or under the securities laws of any state shall be at 
the option of the Company.  The Option Holder acknowledges that, absent 
registration, under present federal securities regulations, he will be 
required to hold any shares purchased pursuant to exercise of the Option for 
a period of not less than one year following full payment for said shares and 
that thereafter the shares may be sold only in compliance with Rule 144 of 
the Securities and Exchange Commission.  The Option Holder further 
acknowledges that, notwithstanding registration, if, and at the time of 
exercise of the Option, he is deemed an "affiliate" of the Company as defined 
in said Rule 144, any shares purchased thereunder will nevertheless be 
subject to sale only in compliance with Rule 144 (but without any holding 
period), and that the Company may take such action as is necessary to assure 
such compliance, including placing restrictive legends on certificates 
evidencing such shares and delivering stop transfer instructions to the 
Company's transfer agent.  

                                        5

<PAGE>


          12.  Any notice to be given to the Company shall be addressed to 
the Secretary of the Company at the principal office of the Company.
          
          13.  This Agreement shall be binding upon and inure to the benefit 
of the Option Holder, his personal representatives, heirs and legatees, but 
neither this Agreement nor any rights hereunder shall be assignable or 
otherwise transferable by the Option Holder except as expressly set forth in 
this Agreement.

                        INTERNATIONAL WIRELESS COMMUNICATIONS HOLDINGS, INC.

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



                              ----------------------------------------------
                              Option Holder


                                        6

<PAGE>

                                    EXHIBIT E
                                    ---------


Guarantor shall absolutely, unconditionally and irrevocably guarantee to 
lender the due and punctual payment, performance and discharge (whether upon 
acceleration or otherwise in accordance with the terms thereof) of all 
obligations relating to the indebtedness covered by the guarantee 
("Obligations").  The guaranty of the Obligations shall include in all cases 
all such obligations which arise after the commencement of an insolvency or 
similar proceeding with respect to a borrower and all such Obligations which 
would become due but for the operation of the laws governing such proceedings 
including, but not limited to, interest accruing after the commencement of 
such proceeding, whether or not allowed or allowable as a claim in the 
proceeding.  The guaranty shall be a guaranty of prompt and punctual payment 
of the Obligations, whether at stated maturity, by acceleration or otherwise, 
and is not merely a guaranty of collection.

<PAGE>

                                    EXHIBIT F
                                    ---------


International Wireless Communications, Inc.
400 South El Camino Real Road, Suite 1275
San Mateo, California 94402


Gentlemen:

     I am simultaneously with the execution of this letter, acquiring from 
International Wireless Communications Holdings, Inc. ("IWCH") a nonstatutory 
option to purchase _____ shares of Common Stock of IWCH (the "Common Stock") 
at a purchase price of $9.375 per share.  As an inducement to IWCH to issue 
such option to me, I hereby represent to and agree with IWCH as follows:

     1.   The Option is being acquired, and the Common Stock issuable upon 
exercise of the Option will be acquired, for investment for my own account, 
and not as nominee or agent, and not with the view to the resale or 
distribution in any part thereof, and I have no present intention of selling, 
granting any participation in, or otherwise distributing the same.

     2.   I do not have any contract, undertaking, agreement or arrangement 
with any person to sell, transfer or grant participations to such person or 
to any third person, with respect to any of the Securities. 

     3.   I have received all information I consider necessary or appropriate 
for deciding whether to receive an Option and have had an opportunity to ask 
questions and receive answers from IWCH regarding the terms and conditions of 
the offering of the Options and the business properties, prospects and 
financial condition of IWCH.  I am an investor in securities of companies in 
the development stage and acknowledges that I am able to fend for myself, can 
bear the economic risk of my investment, and have such knowledge and 
experience in financial or business matters that I am capable of evaluating 
the merits and risks of the investment in the Options.  

     4.   I understand that the securities I am purchasing are characterized 
as "restricted securities" under the federal securities laws inasmuch as they 
are being acquired from IWCH in a transaction not involving a public offering 
and that under such laws and applicable regulations such securities may be 
resold without registration under the Act only in certain limited 
circumstances.

                                        1

<PAGE>


     5.   I understand that a restriction will be placed on my Option and on 
the Common Stock issuable upon exercise thereof as follows:

     This Option [the Common Stock represented by this Certificate] has 
     not been registered under the Securities Act of 1933, as amended, 
     may not be sold, offered for sale, pledged, hypothecated, or 
     otherwise transferred except pursuant to an effective registration 
     statement under the Securities Act of 1933 or an opinion of counsel 
     satisfactory to the Company that registration is not required under 
     such Act or unless sold pursuant to Rule 144 under such Act.

                         Sincerely,



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

                                        2

<PAGE>


                                   EXHIBIT G
                                   ---------



                                  May __, 1997


International Wireless Communications Holdings, Inc.



Ladies and Gentlemen:

     We have acted as counsel to Vanguard Cellular Financial Corp., a North 
Carolina corporation (the "Company"), in connection with that Agreement of 
even date herewith between the Company and International Wireless 
Communications Holdings, Inc. (the "Agreement").  Unless otherwise defined 
herein, capitalized terms used herein and defined in the Agreement are used 
herein as therein defined.  This opinion is furnished to you pursuant to 
Section 4 of the Agreement.

                               DOCUMENTS EXAMINED
                               ------------------

     In connection with the preparation of this opinion, we have reviewed the 
following:

          (a)  The Agreement;

          (b)  Certified copies of the incorporation documents and bylaws of 
the Company as in effect on the date hereof;

          (c)  Certified copies of resolutions adopted by the Board of 
Directors of the Company relating to the Agreement;

          (d)  Certificate of Existence of the Company as certified by the 
Secretary of State of North Carolina on March 11, 1997 (the "Certificate 
of Existence"); and

          (e)  Such other documents as we consider necessary or appropriate 
for purposes of rendering the opinions set forth below.

     In all such examinations, we have assumed the authenticity and 
completeness of all documents submitted to us as originals and the conformity 
to originals and the completeness of all documents submitted to us as 
photostatic, notarial or certified copies.  We have also assumed the legal 
capacity of all persons executing documents examined by us and the due 
authorization, execution and delivery of all documents to be delivered by 
parties other than the Company.  

                                        1

<PAGE>

Whenever our opinion herein as "to the best of our knowledge," such opinion 
is limited to and based upon the actual knowledge of attorneys in this firm 
who have devoted substantive attention to the transactions contemplated by 
the Agreement or who regularly represent the Company.

     Except for our review of the documents and records listed above, we have 
made no independent factual investigation in connection with the preparation 
of this opinion.  To the extent that matters of fact may be deemed material 
to this opinion, we have relied (without independent verification) on the 
representations and warranties of the Company in the Agreement.

     We have investigated such questions of North Carolina law as we have 
deemed necessary for the purpose of rendering this opinion.  In that regard, 
we call your attention to the fact that the Agreement states that it is to be 
construed in accordance with and governed by the laws of the State of 
Delaware. Please be advised that we are members of the bar of the State of 
North Carolina and do not purport to be experts in the laws of any 
jurisdiction other than the State of North Carolina.  Accordingly, this 
opinion is limited in all respects to the laws of the State of North Carolina 
and is furnished as if the Agreement was governed by North Carolina law, 
notwithstanding the choice of law provisions therein.

                                    OPINIONS
                                    --------

     Based solely on the foregoing, and subject to the assumptions, 
limitations and qualifications set forth herein, we are of the opinion that:

     1.   The Company is a corporation duly organized, validly existing and 
in good standing under the laws of the State of North Carolina.

     2.   The Company has the corporate power and authority to enter into and 
perform all of its obligations under the Agreement.

     3.   The execution, delivery and performance by the Company of the 
Agreement is duly authorized by all requisite corporate action and do not and 
will not (a) violate any provision of (i) the certificate of incorporation or 
the bylaws of the Company, or (ii) any North Carolina law or, to the best of 
our knowledge, any order, writ, judgment, injunction, decree, determination 
or award of any court, arbitrator or government, commission, board, bureau, 
agency or other instrumentality applicable to or binding upon the Company, or 
(b) to the best of our knowledge of or constitute a default under any 
material indenture or loan or credit agreement or any other agreement, lease 
or instrument to which the Company is party or by which the Company or the 
Company's properties may be bound or affected.

     4.   The Agreement constitutes a legal, valid and binding obligation of 
the Company, enforceable against it in accordance with its terms.

                                        2

<PAGE>

                         LIMITATIONS AND QUALIFICATIONS
                         ------------------------------

     The opinions expressed above are subject to the following qualifications 
and limitations:

          (a)  Enforceability of the Agreement may be limited by bankruptcy, 
     reorganization, fraudulent conveyance (including, without limitation, 
     Section 548 of the Bankruptcy Code (11 U.S.C. Section 548) and similar 
     provisions of state law), insolvency or similar laws affecting the 
     enforcement of creditors' rights generally or by general principles of 
     equity (regardless whether enforceability is considered in a proceeding 
     in equity or at law).

          (b)  Insofar as our opinion relates to the existence of the 
     Company, we have relied upon the Certificate of Existence, no further 
     investigation having been performed by us.

     The opinions contained herein are rendered solely for the benefit of 
International Wireless Communications Holdings, Inc. and may not be used or 
relied upon by any other person or entity or in connection with any other 
transaction without our prior written consent.  The opinions expressed herein 
are given only as of the date hereof and we assume no responsibility to 
update our opinions for events occurring after the date of this letter.

                          Very truly yours,
                    
                          SCHELL BRAY AYCOCK ABEL & LIVINGSTON P.L.L.C.


                                        3

<PAGE>

                                    EXHIBIT H
                                    ---------

                               IWCH LEGAL OPINION
                               ------------------

Legal Counsel to IWCH shall express opinions as to the following:

1.   IWCH is a corporation duly organized, validly existing and in good 
     standing under the laws of the State of Delaware, and IWCH has the 
     requisite corporate power and authority to own its properties, to 
     conduct its business as presently conducted and to execute, deliver and 
     perform the Agreements.
     
2.   Each of the Agreements has been duly and validly authorized by IWCH, duly 
     executed and delivered by an authorized officer of IWCH and constitutes a 
     legally valid and binding obligation of IWCH, enforceable against IWCH 
     according to its terms.
     
3.   The execution, delivery, performance and compliance with the terms of 
     the Agreements do not violate any provision of any applicable federal or 
     California law, rule or regulation or any provision of the Amended and 
     Restated Certificate or Bylaws and do not conflict with or constitute a 
     default under the provisions of any material judgment, writ, decree, 
     order or the material provisions of any agreement to which IWCH is a 
     party or by which it is bound.
     
4.   All consents, approvals, permits, orders or authorizations or, and all 
     qualifications, registrations, designations, declarations or filings 
     with, any federal or California state governmental authority on the part 
     of IWCH required in connection with the execution and delivery of the 
     Agreements and the consummation at the Closing of the transactions 
     contemplated by the Agreements have been obtained, and are effective.