<PAGE>

                                                                  EXHIBIT 10.27A





                              DATED  17  JULY 1997




                 MOTOROLA INTERNATIONAL DEVELOPMENT CORPORATION


                                       AND


             INTERNATIONAL WIRELESS COMMUNICATIONS PAKISTAN LIMITED




          ____________________________________________________________


                            SHARE PURCHASE AGREEMENT

          ____________________________________________________________










                               Ref:  H53/30657093



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                                      INDEX


CLAUSE  HEADING                                                         PAGE
------  -------                                                         ----
1.      Definitions                                                        1
2.      Purchase and Sale of the Sale Shares                               5
3.      Representations, Warranties and Undertakings Concerning
        the Transaction                                                    6
4.      Representations and Warranties Concerning the Company              9
5.      Further Provisions relating to the Seller's Representations
        and Warranties                                                    16
6.      Pre-Closing Covenants                                             17
7.      Post-Closing Covenants                                            19
8.      Conditions to Obligation to Close                                 19
9.      First Option and Second Option                                    22
10.     Remedies for Breach of this Agreement                             23
11.     Undertaking of Seller                                             26
12.     Termination                                                       27
13.     Arbitration                                                       29
14.     Miscellaneous                                                     29

SCHEDULES                                                                   
---------
A:      Tangible assets                                                     
B:      Financial statements                                                
C:      Immovable property                                                  
D:      Leased or sub-leased immovable property                             
E:      Material contracts                                                  
F:      Litigation                                                          
G:      Licence                                                             

EXHIBIT                                                                     
-------
A -     Restated and Amended Shareholders Agreement                         


<PAGE>

                            SHARE PURCHASE AGREEMENT

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


                                    RECITALS

Pakistan Mobile Communications (Pvt) Ltd. is a limited liability company
organised under the laws of Pakistan (the "Company") with an authorised share
capital of Rupees 600,000,000 divided into 60,000,000 shares of Rupees 10 each
("Shares"), of which 54,387,750 Shares have been issued and are fully paid up.
The Company owns and operates a cellular mobile telephone company in Pakistan
under the service mark Mobilink/a Motorola Network.

Seller owns 40,248,036 Shares and pursuant to the terms and conditions of this 
Agreement:-

(i)     Seller desires to sell, and Buyer desires to purchase 17,028,804 of 
        such Shares representing 31.31% of the total issued Shares (the "Sale 
        Shares"); and

(ii)    Seller intends to grant an exclusive option ("First Option"), 
        exercisable on one occasion only at any time during the period 
        commencing on the date hereof and ending on (and including) 5:00 p.m. 
        Hong Kong time on 25th August, 1997 or, if clause 11 shall apply, 
        such later date as provided therein ("First Option Period"), to Buyer 
        to purchase Shares representing a further 12.69% of the total issued 
        Shares on the date on which the First Option is exercised (the "First 
        Option Shares").  In the event that the First Option is not exercised 
        prior to the expiry of the First Option Period, an exclusive option 
        ("Second Option") is granted by the Seller to Buyer to purchase 
        Shares representing 5% of the total issued Shares on the date on 
        which the Second Option is exercised ("Second Option Shares").

Contemporaneously herewith, Buyer is negotiating the purchase of an additional
14.69% of the Shares, such percentage representing all of the interest in the
Company held by Continental Communications Limited ("CCL").

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

1.      DEFINITIONS

                                                                     1

<PAGE>

        "Active Subscribers"            has the meaning set forth in clause
                                        4(aa);

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

        "Affiliated Entity"             means any Person with respect to 
                                        which a specified Person owns a 
                                        majority of the common stock or 
                                        equity interests or has the power to 
                                        vote or direct the voting of 
                                        sufficient securities to elect a 
                                        majority of the board of directors or 
                                        similar governing body of such Person.

        "Applicable Laws"               has the meaning set forth in clause
                                        4(i).

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

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

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

        "Company"                       has the meaning set forth in the
                                        recitals.

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

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

        "Disclosure Letter"             means the letter from Seller to Buyer
                                        delivered immediately prior to the
                                        execution of this Agreement by the
                                        Parties.


                                                                         2

<PAGE>


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

        "First Option"                  has the meaning set forth in the
                                        recitals.

        "First Option Closing"          has the meaning set forth in clause
                                        9(d).

        "First Option Closing Date"     means the day on which the First Option
                                        Closing takes place.

        "First Option Period"           has the meaning set forth in the
                                        recitals.
        
        "First Option Purchase Price"   means the sum of US$13,959,000.

        "First Option Shares"           has the meaning set forth in the
                                        recitals.

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

        "Liabilities"                   has the meaning set forth in clause
                                        4(s).

        "LIBOR"                         means, in relation to any relevant 
                                        time and any relevant period of one 
                                        month or more, the rate per annum 
                                        quoted at or about 11:00 a.m. (London 
                                        time) on the first day of such 
                                        period, on the page "LIBO" of the 
                                        Reuters Monitor Money Rates Service 
                                        (or such other page as may replace 
                                        the "LIBO" page for the purpose of 
                                        displaying London interbank offered 
                                        rates of leading reference banks) as 
                                        being the interest rates offered in 
                                        the London interbank market for 
                                        United States dollar deposits for the 
                                        same period as that period.

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

                                                                         3

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        "MINC"                          means Motorola, Inc., the parent 
                                        company of Seller.

        "Most Recent Financial          has the meaning set forth in clause
        Statements"                     4(h).

        "Most Recent Fiscal Month       has the meaning set forth in clause
        End"                            4(h).

        "Net Deficit"                   means the amount by which the
                                        liabilities of the Company exceed its
                                        assets.

        "Sale Shares"                   has the meaning set forth in the
                                        recitals.

        "Second Option"                 has the meaning set forth in the
                                        recitals.

        "Second Option Closing"         has the meaning set forth in clause
                                        9(e).

        "Second Option Closing Date"    means the day on which the Second Option
                                        Closing takes place.

        "Second Option Period"          has the meaning set forth in clause
                                        9(e).

        "Second Option Purchase Price"  means the sum of US$5,500,000 plus 
                                        interest at a rate of 10% per annum, 
                                        compounded monthly, on such aggregate 
                                        amount from the date on which the 
                                        Second Option is exercised to the 
                                        date of actual payment.

        "Second Option Shares"          has the meaning set forth in the
                                        recitals.

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

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

        "Person"                        means an individual, a partnership, a 
                                        corporation, an association, a joint 
                                        stock company, a trust, a joint 
                                        venture, an unincorporated 
                                        organisation, or other entity, 
                                        including but not limited to, a 
                                        governmental entity (or any 
                                        department, agency, or political 
                                        subdivision thereof).

                                                                         4

<PAGE>


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

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

        "Sale Shares"                   has the meaning set forth in the
                                        recitals.

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

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

        "SBP"                           means the State Bank of Pakistan.

        "Unaudited June Net Deficit"    has the meaning set forth in clause
                                        6(f).

2.      PURCHASE AND SALE OF THE SALE SHARES

        (a)    BASIC TRANSACTION
        
               On and subject to the terms and conditions of this Agreement,
               Buyer agrees to purchase from Seller, and Seller agrees to sell
               to Buyer, the Sale Shares for the consideration specified below
               in this clause 2.
        
        (b)    PURCHASE PRICE
        
               Buyer shall pay to Seller at the Closing, except as provided 
               in clause 2(c) below, the aggregate price of thirty four 
               million four hundred and forty one thousand United States 
               Dollars (US$34,441,000) in cash by wire transfer in 
               immediately available funds to Seller's bank account, number 
               40694123 at Citibank N.A. in New York, New York (the "Purchase 
               Price").
        
        (c)    THE CLOSING
        
               Subject to the provisions of clause 11, the closing of the 
               sale and purchase of the Sale Shares (the "Closing") shall 
               take place at the offices of Seller in London, in the United 
               Kingdom, commencing at 3:00 p.m. local time on or before 14th 
               August, 1997, contingent upon the Parties being satisfied or 
               having waived in writing all conditions to the obligations of 
               the Parties to consummate the transaction contemplated thereby 
               (other than conditions with respect to actions 

                                                                         5

<PAGE>

               the respective Parties will take at the Closing itself). 
               Subject to the provisions of clause 11, the Closing Date may 
               be extended only by mutual agreement of the Parties.
        
        (d)    DELIVERIES AT THE CLOSING
        
               At the Closing, (i) Seller will deliver to Buyer the various 
               certificates, instruments, and documents referred to in clause 
               8(a) below, (ii) Buyer will deliver to Seller the various 
               certificates, instruments, and documents referred to in clause 
               8(b) below, (iii) Seller will deliver to:- (A) the Buyer the 
               share certificates totalling 14,853,294 Shares equal to a 
               27.31% interest in the Company and duly executed instruments 
               of transfer in respect thereof, and (B) Citibank in New York, 
               New York as the escrow agent pursuant to the terms of an 
               escrow agreement in form and substance reasonably acceptable 
               to the Parties to be entered into between Buyer and Seller 
               under clause 8(c)(iii), the share certificates totalling 
               2,175,510 Shares equal to a 4% interest in the Company, in 
               each case validly issued to Seller and on a fully repatriable 
               basis and SBP-approved for export out of Pakistan, accompanied 
               by transfer deeds duly executed on behalf of Seller, the 
               signatures of whose signatory(ies) are verified by the 
               Company, and (iv) Buyer will deliver to Seller the 
               consideration specified in clause 2(b) above.
        
3.      REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS CONCERNING THE TRANSACTION

        (a)    REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF SELLER
        
               Seller represents and warrants to Buyer that:
        
               (i)    ORGANISATION OF SELLER
               
                      Seller is duly organised, validly existing, and in good
                      standing under the laws of the jurisdiction of its
                      incorporation.
               
               (ii)   AUTHORISATION OF TRANSACTION
               
                      Seller has full corporate power and authority to execute
                      and deliver this Agreement and to perform its obligations
                      hereunder.  This Agreement constitutes the valid and
                      legally binding obligation of the Seller, enforceable in
                      accordance with its terms and conditions.  There are no
                      authorizations, consents, or approvals that Seller must
                      obtain from the GOP, including the SBP, prior to Closing,
                      in order to consummate the transactions contemplated by
                      this Agreement.

                                                                         6

<PAGE>

               
               (iii)  OWNERSHIP OF SALE SHARES
               
                      Seller is the lawful holder of record and beneficial 
                      owner of the Sale Shares, the First Option Shares and 
                      the Second Option Shares, free and clear of any liens, 
                      claims, restrictions on sale and security interests, 
                      and has full legal right to sell, transfer, and convey 
                      the Sale Shares, the First Option Shares and the Second 
                      Option Shares pursuant to this Agreement; the 
                      registration of the Sale Shares and, upon exercise of 
                      the First Option or the Second Option (as the case may 
                      be), the First Option Shares or the Second Option 
                      Shares (as the case may be) in the name of Buyer in the 
                      Company's register of shareholders will transfer good 
                      and valid title thereto, free and clear of any liens, 
                      claims, restrictions and security interests.  Seller 
                      further undertakes to Buyer that it shall discharge any 
                      and all capital gains tax or any other taxes or duties 
                      in Pakistan or anywhere in the world which may arise 
                      from Seller's sale of the Sale Shares, the First Option 
                      Shares and the Second Option Shares (as the case may 
                      be) to Buyer pursuant to this Agreement except for 
                      stamp duty on the transfer of the Sale Shares, the 
                      First Option Shares and Second Option Shares, which is 
                      to be paid by Buyer. The Sale Shares, the First Option 
                      Shares and the Second Option Shares are held by Seller 
                      on a fully repatriable basis both as to capital, all 
                      accretions thereto and dividends payable thereon.
               
               (iv)   NONCONTRAVENTION
               
                      Neither the execution and the delivery of this 
                      Agreement, nor the consummation of the transactions 
                      contemplated hereby, will (A) violate any constitution, 
                      statute, regulation, rule, injunction, judgment, order, 
                      decree, ruling, charge, or other restriction of any 
                      government, governmental agency, or court to which 
                      Seller is subject or any provision of its charter or 
                      bylaws or (B) conflict with, result in a breach of, 
                      constitute a default under, result in the acceleration 
                      of, create in any party the right to accelerate, 
                      terminate, modify, or cancel, or require any notice 
                      under any agreement, contract, lease, license, 
                      instrument, or other arrangement to which the Seller is 
                      a party or by which it is bound or to which any of its 
                      assets is subject, except with respect to the 
                      restrictions on transfer of Shares under the 
                      Shareholders' Agreement.  Seller has obtained a waiver 
                      from Saif with respect to Clauses 11.4 and 11.5 of the 
                      Shareholders' Agreement, permitting the Parties hereto 
                      to proceed with the transaction contemplated hereunder.

                                                                         7

<PAGE>


               (v)    BROKERS' FEES
               
                      Seller has no liability or obligation to pay any fees or
                      commissions to any broker, finder, or agent with respect
                      to the transactions contemplated by this Agreement.
               
               (vi)   STATEMENTS COMPLETE AND CORRECT
               
                      The statements contained in this clause 3(a) are true, 
                      correct and complete as of the date of this Agreement 
                      and will be true, correct and complete as of the 
                      Closing Date and the First Option Closing Date and, if 
                      applicable, the Second Option Closing Date (as though 
                      made then and as though the Closing Date and, if 
                      applicable,  the First Option Closing Date or the 
                      Second Option Closing Date were substituted for the 
                      date of this Agreement throughout this clause 3(a)).
               
        
        (b)    REPRESENTATIONS AND WARRANTIES OF THE BUYER
               
               Buyer represents and warrants to Seller that:
               
               (i)    ORGANISATION OF THE BUYER
        
                      Buyer is a corporation duly organised, validly 
                      existing, and in good standing under the laws of the 
                      jurisdiction of its incorporation.
               
               (ii)   AUTHORISATION OF TRANSACTION
               
                      Buyer has full corporate power and authority to execute
                      and deliver this Agreement and to perform its obligations
                      hereunder.  This Agreement constitutes the valid and
                      legally binding obligation of the Buyer, enforceable in
                      accordance with its terms and conditions.  Subject to the
                      provisions of the Licence and to confirmation from Seller
                      that it obtained the requisite exchange control approval
                      to the issue of the Sale Shares, the First Option Shares
                      and the Second Option Shares to itself on a repatriable
                      basis both as to capital, all accretions thereto and
                      dividends payable thereon there are no authorisations,
                      consents, or approvals that Buyer must obtain from the
                      GOP, including the SBP, prior to Closing, in order to
                      consummate the transactions contemplated by this
                      Agreement.

                                                                         8

<PAGE>

               
               (iii)  FUNDS AVAILABLE
               
                      Buyer has, or will have on or prior to the Closing 
                      Date, sufficient cash, available lines of credit or 
                      other sources of immediately available funds to enable 
                      it to make payment of the Purchase Price as well as 
                      meet its pro-rata share of the Company's funding 
                      requirements under the 1997 Business Plan.
               
               (iv)   DISCLOSURE
               
                      As of the date hereof neither the Buyer nor any of its
                      Affiliated Entities, directors, employees or agents have
                      been advised of or have knowledge of facts or
                      circumstances involving the Condition of the Company that
                      demonstrate an existing material misrepresentation by
                      Seller pursuant to this Agreement that would give rise to
                      an ability by Buyer to terminate this Agreement or to a
                      claim for indemnification pursuant to clause 10(b)(i).
               
               (v)    NONCONTRAVENTION
               
                      Neither the execution and the delivery of this 
                      Agreement, nor the consummation of the transactions 
                      contemplated hereby, will (A) violate any constitution, 
                      statute, regulation, rule, injunction, judgment, order, 
                      decree, ruling, charge, or other restriction of any 
                      government, governmental agency, or court to which 
                      Buyer is subject or any provision of its charter or 
                      by-laws or (B) conflict with, result in a breach of, 
                      constitute a default under, result in the acceleration 
                      of, create in any party the right to accelerate, 
                      terminate, modify, or cancel, or require any notice 
                      under any agreement, contract, lease, licence, 
                      instrument, or other arrangement to which the Buyer is 
                      a party or by which it is bound or to which any of its 
                      assets is subject.

               (vi)   BROKERS' FEES     
                      
                      The Buyer has no liability or obligation to pay any fees
                      or commissions to any broker, finder, or agent with
                      respect to the transactions contemplated by this Agreement
                      for which Seller could become liable or obligated.
               
               (vii)  STATEMENTS COMPLETE AND CORRECT
               
                      The statements contained in this clause 3(b) are true, 
                      correct and complete as of the date of this Agreement 
                      and will be true, correct and complete as of the 
                      Closing Date (as though made then and as though the 
                      Closing Date 


                                                                         9

<PAGE>

                      were substituted for the date of this Agreement 
                      throughout this clause 3(b)).
               
4.      REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY
        
        Seller represents and warrants to Buyer that save as fairly disclosed 
        in the Disclosure Letter:

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

               The entire authorised share capital of the Company consists of 
               60,000,000 Shares, all one class, of which 54,387,750 are 
               validly issued.  All of the validly issued Shares have been 
               duly authorised and are fully paid, and are held of record by 
               the Seller, CCL, and Saif in the proportions specified in the 
               Disclosure Letter.  There are no outstanding or authorised 
               options, warrants, purchase rights, subscription right, 
               conversion rights, exchange rights, or other contracts or 
               commitments that could require the Company to issue, sell, or 
               otherwise cause to become outstanding any of its share 
               capital. There are no outstanding or authorised stock 
               appreciation, phantom stock, profit participation, or similar 
               rights with respect to the Company.
        
        (c)    SUBSIDIARIES
        
               The Company has no, and never has had any, subsidiaries.
        
        (d)    NONCONTRAVENTION
        
               Neither the execution nor the delivery of this Agreement, nor 
               the consummation of the transactions contemplated hereby, will 
               (i) violate any constitution, statute, regulation, rule, 
               injunction, judgment, order, decree, ruling, charge, or other 
               restriction of any government, governmental agency, or court 
               to which the Company is subject or any provision of the 
               charter or by-laws of the Company or (ii) to the best of the 
               knowledge of Seller, conflict with, result in a breach of, 
               constitute a default under, result in the acceleration of, 
               create in any party the right to accelerate, terminate, 
               modify, or cancel, or require any notice under any agreement, 
               contract, lease, licence, instrument, or other arrangement to 
               which the Company is a party or by which it is bound or to 
               which any of its assets is subject (or result in the 
               imposition of any security interest upon any of its assets) or 
               (iii) conflict with, result in a breach of, constitute a 
               default under, result in the 


                                                                         10

<PAGE>


               acceleration of, create in any party the right to accelerate, 
               terminate, modify, or cancel, or require any notice under the 
               Licence.  To the best of Seller's knowledge, the Company does 
               not need to give any notice to, make any filing with, or 
               obtain any authorisation, consent, or approval of any 
               government or governmental agency prior to the Closing in 
               order for the parties to consummate the transactions 
               contemplated by this Agreement.
        
        (e)    BROKERS' FEES
        
               The Company has no liability or obligation to pay any fees or
               commissions to any broker, finder, or agent with respect to the
               transactions contemplated by this Agreement.
        
        (f)    TITLE TO TANGIBLE ASSETS
        
               Schedule A lists all material tangible assets which the Company
               uses in the conduct of its business.  All of such assets are
               owned by the Company free and clear of all liens, claims, or
               other security interests, are in good operating condition and
               repair, subject to normal wear and use, and are usable in a
               manner consistent with their current use.
        
        (g)    LEASED TANGIBLE PROPERTY
               
               No tangible property has been leased or sub-leased to the
               Company.
        
        (h)    FINANCIAL STATEMENTS
        
               Schedule B contains the following financial statements 
               (collectively the "Financial Statements"): (i) audited balance 
               sheets and profit and loss account as of and for the fiscal 
               years ended 31st December, 1995, and 31st December, 1996 for 
               the Company; and (ii) unaudited balance sheets and summary 
               profit and loss account (the "Most Recent Financial 
               Statements") as of and for the six months ended 30th June, 
               1997 (the "Most Recent Fiscal Month End") for the Company.  
               The Financial Statements (including the notes thereto) have 
               been prepared in accordance with accounting principles 
               generally accepted in Pakistan and applied on a consistent 
               basis throughout the periods covered thereby, comply with the 
               requirements of Pakistan law and present fairly the financial 
               condition of the Company as of such dates and the results of 
               operations of the Company for such periods.

                                                                         11

<PAGE>

        
        (i)    LEGAL COMPLIANCE
        
               To Seller's knowledge, after making all due and careful 
               enquiries, the Company has complied in all material respects 
               with all applicable laws (including rules, regulations, codes, 
               plans, injunctions, judgments, orders, decrees, rulings, and 
               charges thereunder) of the GOP and any applicable laws of the 
               United States federal, state and local governments (and all 
               agencies thereof) (the "Applicable Laws") and the Company has 
               filed all returns and made all filings required by all 
               applicable laws.  As at the date hereof, the Company has not 
               received any notice of any failure to comply with, nor are 
               there any circumstances which indicate that the Company is in 
               violation of, any such Applicable Laws.
        
        (j)    TAX MATTERS
        
               The Company has timely filed all Pakistan tax returns that it 
               was required to file, and has paid all applicable taxes shown 
               thereon as owing, except taxes that are being contested in 
               good faith by appropriate proceedings and for which adequate 
               reserves have been made.  There are no outstanding claims, 
               assessments (including penalty or interest claims) in respect 
               of taxation and the Company is not subject to any dispute with 
               the relevant tax authorities or any other fiscal authority at 
               the date hereof and there is no fact or matter which might 
               result in any such dispute or any liability for taxation 
               (present and future) not provided for in its audited accounts.
        
        (k)    IMMOVABLE PROPERTY
        
               (i)    Schedule C attached hereto lists all immovable property
                      that the Company owns.  With respect to each such parcel
                      of owned immovable property:
               
                      (A)     the Company has good and marketable title to the
                              parcel of immovable property, free and clear of
                              any security interest, easement, covenant, or
                              other restriction, recorded easements, covenants,
                              and other restrictions, and utility easements,
                              building restrictions, zoning restrictions, and
                              other easements and restrictions existing
                              generally with respect to properties of a similar
                              character; and

                                                                         12

<PAGE>


                      (B)     there are no leases, subleases, licenses,
                              concessions, or other agreements granting to any
                              party or parties the right to use or occupancy of
                              any portion of the parcel of immovable property.
                      
               (ii)   Schedule D lists all immovable property leased or 
                      subleased to the Company.  Each such lease and sublease 
                      listed in Schedule D is legal, valid, binding, 
                      enforceable, and in full force and effect, and the 
                      Company has not received any notice of any default 
                      thereunder.
               
        (l)    MATERIAL CONTRACTS
        
               Schedule E lists all material contracts and other written 
               agreements to which the Company is a party or by which its 
               assets or properties may be bound.  All such contracts and 
               agreements are in full force and effect, are valid and binding 
               upon and enforceable against the parties thereto in accordance 
               with their respective terms.  The Company has not violated any 
               of the terms or conditions of any contract or agreement set 
               forth in Schedule E in any material respect, and to Seller's 
               knowledge after having made all due and careful enquiries, all 
               of the covenants to be performed by any other party thereto 
               have been materially performed.
        
               For the purposes of this sub-paragraph, "material" contracts or
               agreements means any contract or agreement (whether written or
               oral) with a value of US$10,000 or more in any twelve month
               period.
        
        (m)    POWERS OF ATTORNEY
        
               There are no outstanding powers of attorney executed on behalf 
               of the Company.
        
        (n)    LITIGATION
        
               To the knowledge of Seller after having made all due and careful
               enquiries, there is no pending or threatened litigation against
               the Company.  Except as set forth in Schedule F, there are no
               actions, suits, proceedings, hearings, or investigations before
               any court or quasi-judicial or administrative agency of any
               federal, state, local or foreign jurisdiction that involve the
               Company or any of its assets or properties, nor is it a party to
               or its assets or properties subject to any injunction, judgment,
               order, decree, ruling, or charge which would have a material
               adverse effect on the Condition of the Company, and there are no
               circumstances at present which indicate the Company is about to
               become involved in any litigation.

                                                                         13

<PAGE>

        
        (o)    EMPLOYEE BENEFITS
        
               The Company complies in form and in operation in all respects
               with the applicable requirements of the labour laws and
               regulations currently in effect in Pakistan.
        
        (p)    INTELLECTUAL PROPERTIES
        
               Except with respect to the License and the trade name 
               "Mobilink", the Company has no patents, patent rights, 
               licenses, trademarks, trademark rights, trade names, trade 
               name rights, service marks, service mark rights, copyrights or 
               similar rights, and does not require any such rights in 
               connection with the conduct of its business.  The Company is 
               not infringing or otherwise acting adversely to, the right of 
               any Person under or in respect of any patent, license, 
               trademark, trade name, service mark, copyright or similar 
               intangible right.
        
        (q)    STATEMENTS CORRECT AND COMPLETE
        
               The statements contained in this clause 4 are true correct and
               complete in all material respects as of the date of this
               Agreement and will be true correct and complete in all material
               respects as of the Closing Date and, if applicable, the First
               Option Closing Date or the Second Option Closing Date (as though
               made then and as though the Closing Date and the First Option
               Closing Date or the Second Option Closing Date were substituted
               for the date of this Agreement throughout this clause 4), except
               as Seller may otherwise notify Buyer pursuant to clause 6(e).
        
        (r)    MEMORANDUM AND ARTICLES OF ASSOCIATION
        
               Seller has heretofore delivered to Buyer true and complete 
               copies of the Memorandum and Articles of Association and 
               minute books of the Company.  The minute books of the Company 
               contain true and complete records of all meetings and consents 
               in lieu of meeting of the board of directors (and any 
               committees thereof) and of shareholders thereof since the time 
               of its incorporation in reasonable detail and accurately 
               reflect in all material respects all transactions referred to 
               in such minutes and consents in lieu of meeting.
        
        (s)    LIABILITIES 
        
               Save in respect of a potential additional liability of US$1
               million payable to MINC on account of the supply of
               infrastructure equipment, the Company does not have any
               Liabilities other than (i) Liabilities fully and adequately
               reflected or reserved against on the Most Recent Financial
               Statements or disclosed in the 

                                                                         14

<PAGE>

               footnotes thereto and (ii) Liabilities incurred since December 
               31, 1996 in the ordinary course of business.
        
               "Liabilities" means, with respect to any Person as of any time,
               any direct or indirect indebtedness, liability, claim, loss,
               damage, deficiency, obligation or responsibility, fixed or
               unfixed, choate or inchoate, liquidated or unliquidated, secured
               or unsecured, accrued, absolute, contingent or otherwise, of a
               kind required to be set forth on a balance sheet of such Person
               as at such time prepared in accordance with generally accepted
               accounting principles in effect in Pakistan or individually,
               collectively, specifically or generally to be included in the
               notes to such balance sheet.
        
        (t)    NO MATERIAL ADVERSE CHANGE 
        
               Since December 31, 1996, there has not been any (i) material 
               adverse change, or any development involving a prospective 
               material adverse change, in the Condition of the Company, (ii) 
               damage to, destruction or loss of any assets or properties of 
               the Company, whether or not covered by insurance, which has 
               had or could have a material adverse effect on the Condition 
               of the Company, or (iii) commencement or discontinuance of any 
               material line of business of the Company.
        
        (u)    OFFICERS, DIRECTORS AND KEY EMPLOYEES; EMPLOYEE RELATIONS
               
               (i)    No officer or director of the Company or any other 
                      employee of the Company had compensation reported for 
                      the fiscal year ended December 31, 1996 exceeding 
                      US$50,000 or received or is entitled to receive bonuses 
                      in excess of US$10,000 in respect of the fiscal year 
                      ended December 31, 1996 (each a "Highly Compensated 
                      Person") and there are no commitments or agreements by 
                      the Company to increase the wages of any such Highly 
                      Compensated Person.  No officer, director or employee 
                      of the Company is a party to or beneficiary of any 
                      contract or other agreement pursuant to which such 
                      Person shall receive any bonus or other payment from 
                      the Company in connection with the transactions 
                      contemplated hereby.
               
               (ii)   To the knowledge of Seller, there is not now 
                      threatened, a strike, picket, work stoppage, work 
                      slowdown or other labour trouble or similar event by 
                      any employee of the Company.
               
        (v)    ARRANGEMENTS WITH DIRECTORS AND CONNECTED PERSONS
        
               There is not outstanding:

                                                                         15

<PAGE>

        
               (i)    any loan made by the Company to, or debt owing to the
                      Company by, any director of the Company or any Person
                      connected with any of them;
               
               (ii)   any agreement or arrangement to which the Company is a
                      party and in which any director of the Company or any
                      Person connected with any of them is interested.
               
        (w)    THE LICENCE
        
               A true, complete and accurate copy of the Licence is annexed 
               in Schedule G hereto.  The Licence is in full force and effect 
               and validly subsisting and there do not exist any 
               circumstances which might lead to the revocation or non 
               renewal of the Licence or any amendment or variation of its 
               terms.  Seller has disclosed to Buyer all information known to 
               it which might reasonably be considered to affect the value of 
               the Licence to the Company in the carrying on of its business, 
               now and in the future.
        
        (x)    MATERIAL INFORMATION
        
               All information relating to the Company which is known to 
               Seller and which is material to be known by a purchaser for 
               value of the Shares has been disclosed to Buyer in writing.
        
        (y)    RECITALS AND DISCLOSURES
        
               The recitals and Schedules to this Agreement and all 
               information and documents relating to the Company disclosed or 
               supplied by Seller or the Company or any agent of any of them 
               to the Purchaser, its legal advisers, accountants or other 
               agents or advisers during or with a view to the negotiations 
               leading up to this Agreement, including (but not limited to) 
               the information contained in the Disclosure Letter, are true 
               and accurate in all material respects and there is no fact 
               known to Seller not disclosed which would render any such 
               information or document inaccurate or misleading or which, if 
               disclosed, might reasonably affect the willingness of Buyer to 
               purchase the Sale Shares and/or the First Option Shares and/or 
               the Second Option Shares for the consideration or otherwise on 
               the terms specified in this Agreement.
        
        (z)    POSITION SINCE 31ST DECEMBER, 1996
        
               Since 31st December, 1996:

                                                                         16

<PAGE>

               (i)    no dividend or other distribution has been declared, paid
                      or made by the Company;
               
               (ii)   the business of the Company has been carried on in the
                      ordinary course and so as to maintain it as a going
                      concern;
               
               (iii)  there has been no reduction in the value of the net
                      tangible assets of the Company on the basis of the
                      valuations adopted in the Most Recent Financial
                      Statements;
               
               (iv)   the Company has not acquired or disposed of or agreed to
                      acquire or dispose of any business or any material asset
                      other than trading stock in the ordinary course of
                      business;
               
               (v)    no debtor has been released by the Company on terms that
                      he pays less than the book value of any debt in excess of
                      US$10,000 (subject to settlement discounts on the usual
                      terms which have been disclosed to the Purchaser) and no
                      debt in excess of US$10,000 has been written off or has
                      proved to be irrecoverable to any extent;
               
               (vi)   other than making payments in the ordinary course of 
                      business under the existing management agreement with 
                      Motorola, and payment of principal and interest under 
                      the outstanding third party loans, the Company has not 
                      paid any service, management or similar charges or any 
                      interest or amount in the nature of interest to any 
                      Person or incurred any liability to make such a payment.
               
        (aa)   The Company had on 30th June, 1997 a minimum of 22,000 active
               subscribers in respect of its cellular mobile telephone system.
               For the purposes of this sub-paragraph (aa), active subscribers
               means subscribers who are not blocked from making calls and who
               in the three month period after 30th June, 1997 make payment in
               full of at least one of their monthly accounts with the Company.
        
        (bb)   The Company had, as at 30th June, 1997, Delinquent Receivables 
               of not more than 60 million Rupees (before netting off any 
               deposits or other security held by the Company from 
               subscribers). For the purposes of this sub-paragraph (bb), 
               Delinquent Receivables means receivables which, as at the date 
               at which the calculation is made, have been outstanding for 
               120 days or more. 
               
5.      FURTHER PROVISIONS RELATING TO THE SELLER'S REPRESENTATIONS AND
        WARRANTIES

                                                                         17

<PAGE>


        (a)    Each of the representations and warranties of Seller in clause 
               4 shall be construed as a separate representation and warranty 
               and is given subject to the matters of which true, complete 
               and accurate details are given in the Disclosure Letter but 
               (save as expressly provided to the contrary) shall not be 
               otherwise limited or restricted by reference to or inference 
               from the terms of any other representation and warranty or any 
               other term of this Agreement.
        
        (b)    Buyer shall not be entitled to claim after Closing that any of 
               the representations and warranties of Seller is or was untrue 
               or misleading or has been breached even if Buyer had 
               discovered but failed to raise such fact before Closing, 
               provided, however, that Buyer shall not be deemed to have 
               waived its right to claim a breach of such relevant 
               representation or warranty after Closing if Buyer knew of but 
               failed to raise such breach before Closing because Buyer in 
               good faith believed such breach was not material and had no 
               reason to believe it would become material, but subsequent to 
               Closing the representation and warranty giving rise to such 
               immaterial breach prior to Closing shall have changed, thereby 
               resulting in an Adverse Consequence.
        
        (c)    The rights and remedies of Buyer in respect of any breach of 
               the representations and warranties of Seller shall not be 
               affected by Closing, by any investigation made by or on behalf 
               of Buyer into the affairs of the Company, by the giving of 
               time or other indulgence by Buyer to any Person, by Buyer 
               rescinding or not rescinding this Agreement or by any other 
               cause whatsoever except a specific waiver or release by the 
               Buyer in writing; and any such waiver or release shall not 
               prejudice or affect any remaining rights or remedies of the 
               Buyer.
        
6.      PRE-CLOSING COVENANTS

        The parties agree as follows with respect to the period between the
        execution of this Agreement and the Closing:

        (a)    GENERAL
        
               Each of the parties will use its reasonable best efforts to 
               take all actions and to do all things necessary in order to 
               consummate and make effective the transactions contemplated by 
               this Agreement (including satisfaction, but not waiver, of the 
               closing conditions set forth in clause 8 below).
        
        (b)    OPERATION OF BUSINESS
        
               Seller will not cause or permit the Company to engage in any 
               practice, take any action, or enter into any transaction 
               outside the ordinary and usual course of business or 
               inconsistent with past practices and the preservation of the 
               goodwill of the Company's suppliers, customers, employees and 
               others having business 

                                                                         18

<PAGE>


               relations with the Company.  The Seller shall cause the 
               Company to preserve all licenses and permits of the Company in 
               full force and effect and preserve the business of the Company 
               as in effect on the date hereof.
        
        (c)    Without prejudice to the generality of paragraph (b), Seller
               shall procure that unless Buyer shall have consented thereto in
               writing the Company shall not:
        
               (i)    create, extend, grant or issue, or agree to create, grant
                      or issue any mortgage, charge, debenture or other
                      security; or
               
               (ii)   create or issue or agree to create or issue any share or
                      loan capital, or give or agree to give any option in
                      respect of any share or loan capital; or
               
               (iii)  pass any resolution by its members in general meeting or
                      make any alteration of its Memorandum or Articles of
                      Association; or
               
               (iv)   declare, make or pay any dividend or other distribution;
                      or
               
               (v)    pay its creditors otherwise than in the ordinary course 
                      or change its policy in relation to the payment of 
                      creditors; or
               
               (vi)   enter into any contract or commitment in relation to the
                      Licence except with the GOP, as may be necessary for the
                      reissuance of the License; or
               
               (vii)  sell or transfer any of its assets or cancel, release or
                      assign any indebtedness owed to it or any claims held by
                      it, in each case in excess of US$10,000; or
               
               (viii) do any act, matter or thing which would make any of the
                      representations and warranties contained in clause 4
                      untrue if the same were repeated at any time prior to
                      Closing by reference to the facts and circumstances then
                      pertaining.
        
        (d)    FULL ACCESS
               
               Seller will permit, and Seller will cause the Company to 
               permit, representatives of Buyer to have full access at all 
               reasonable times, and in a manner so as not to interfere with 
               the normal business operations of the Company, to all 
               premises, properties, personnel, books, records (including tax 
               records), contracts, and documents of or pertaining to the 
               Company.  Buyer will treat and hold as Confidential 
               Information any such information it receives from either of 
               Seller or the Company in the course of the reviews 
               contemplated by this clause 6(d), will not use any of the 
               Confidential Information except in connection with this 
               Agreement, and, if this Agreement is terminated for any reason 
               whatsoever, will 

                                                                         19

<PAGE>

               return to Seller and the Company all tangible
               embodiments (and all copies) of the Confidential Information
               which are in its possession.
        
        (e)    NOTICE OF DEVELOPMENTS
        
               Each Party will give prompt written notice to the other Party 
               of any material adverse development causing a breach of any of 
               its own representations and warranties in clause 3 above, and 
               Seller shall notify Buyer of any development causing a breach 
               of any of the representations and warranties in clause 4 
               above.  Unless Buyer has the right to terminate this Agreement 
               pursuant to clause 12(a)(ii) below by reason of such 
               development and exercises that right within the period of 10 
               business days referred to in clause 12(a)(ii) below, the 
               written notice pursuant to this clause 6(e) will be deemed to 
               have amended any applicable Schedule or the Disclosure Letter, 
               as the case may be, to have qualified the representations and 
               warranties contained in clause 4 above, and to have cured any 
               inaccurate or incomplete representation or breach of warranty 
               that otherwise might have existed hereunder by reason of the 
               development.
        
        (f)    Buyer acknowledges that Seller has provided to Buyer in writing
               notice that the Net Deficit of the Company was as at 30th June,
               1997 US$14,889,977 (the "Unaudited June Net Deficit").
        
7.      POST-CLOSING COVENANTS

        In case at any time after the Closing any further action is necessary 
        or desirable to carry out the purposes of this Agreement, each of the 
        Parties will take such further action (including the execution and 
        delivery of such further instruments and documents) as any other 
        Party reasonably may request, all at the sole cost and expense of the 
        requesting Party (unless the requesting Party is entitled to 
        indemnification therefor under clause 10 below), except where such 
        action is undertaken solely on behalf or to facilitate any necessary 
        action required of the other Party, in which event the other Party 
        shall be liable for reimbursing the costs and expenses of the 
        requesting Party.
        
8.      CONDITIONS TO OBLIGATION TO CLOSE

        (a)    CONDITIONS TO OBLIGATION OF BUYER

                                                                         20

<PAGE>

        
               The obligation of Buyer to consummate the transactions to be
               performed by it in connection with the Closing is subject to
               satisfaction of the following conditions:
        
               (i)    the representations and warranties set forth in clause
                      3(a) and clause 4 above shall be true and correct at and
                      as of the Closing Date;
               
               (ii)   Seller shall have performed and complied with all of its
                      covenants hereunder required to be performed or complied
                      with by Seller on or before the Closing Date in all
                      material respects through the Closing;
               
               (iii)  there shall not be any injunction, judgment, order, 
                      decree, ruling or charge in effect preventing 
                      consummation of any of the transactions contemplated by 
                      this Agreement;
               
               (iv)   approval of the transfers to Buyer of the Sale Shares 
                      by majority vote of the Company's Board of Directors 
                      and registration of the Sale Shares in the name of 
                      Buyer in the Company's register of shareholders at a 
                      meeting of such Board, to occur at the Closing, 
                      followed by the resignation of one of the directors 
                      representing Seller on the Company's Board of 
                      Directors, effective as of the Closing Date;
               
               (v)    Seller shall have delivered to Buyer a certificate of an
                      officer of Seller to the effect that each of the
                      conditions specified above in clause 8(a)(i)-(iv) is
                      satisfied;
               
               (vi)   Buyer shall have received from counsel to Seller an
                      opinion in form and substance reasonably satisfactory to
                      Buyer, addressed to Buyer, and dated as of the Closing
                      Date;
               
               (vii)  all actions to be taken by Seller in connection with 
                      consummation of the transactions contemplated hereby 
                      and all certificates, opinions, instruments and other 
                      documents required to effect the transactions 
                      contemplated hereby will be reasonably satisfactory in 
                      form and substance to Buyer.  Except as may have been 
                      previously disclosed to Buyer by Seller pursuant to 
                      clause 6(e), there shall have been no material adverse 
                      change or any development involving a prospective 
                      material adverse change, in the Condition of the 
                      Company; and
               
               (viii) the License shall have been reissued pursuant to the
                      requirements of the Pakistan Telecommunications
                      (Reorganization) Act, 1996, on terms reasonably
                      satisfactory to Buyer.

                                                                         21

<PAGE>

               Buyer may waive any condition specified in this clause 8(a) in
               writing at or prior to the Closing.
        
        (b)    CONDITIONS TO OBLIGATION OF SELLER
        
               The obligation of Seller to consummate the transactions to be
               performed by it in connection with the Closing is subject to
               satisfaction of the following conditions:
        
               (i)    the representations and warranties set forth in clause
                      3(b) above (other than in paragraph (iv) of clause 3(b))
                      shall be true and correct in all material respects at and
                      as of the Closing Date;
               
               (ii)   Buyer shall have performed and complied with all of its
                      covenants hereunder required to be performed or complied
                      with by Buyer on or before the Closing Date in all
                      material respects through the Closing;
               
               (iii)  there shall not be any injunction, judgment, order,
                      decree, ruling or charge in effect preventing the Buyer
                      from consummating any of the transactions contemplated by
                      this Agreement;
               
               (iv)   Buyer shall have delivered to Seller a certificate of 
                      an officer of Buyer to the effect that each of the 
                      conditions specified above in clause 8(b)(i)-(iii) is 
                      satisfied;
               
               (v)    Seller shall have received from counsel to Buyer an
                      opinion in form and substance reasonably satisfactory to
                      Seller, addressed to Seller, and dated as of the Closing
                      Date; and
               
               (vi)   all actions to be taken by Buyer in connection with 
                      consummation of the transactions contemplated hereby 
                      and all certificates, opinions, instruments, and other 
                      documents required to effect the transactions 
                      contemplated hereby will be reasonably satisfactory in 
                      form and substance to Seller.
               
               Seller may waive any condition specified in this clause 8(b) in
               writing at or prior to the Closing.
        
        (c)    CONDITIONS APPLICABLE TO BOTH BUYER AND SELLER

                                                                         22

<PAGE>

        
               The obligation of both Buyer and Seller to consummate the
               transactions contemplated by this Agreement shall be subject to
               the further conditions that:
        
               (i)    the Company shall have called a meeting of the
                      shareholders of the Company to be held on the Closing
                      Date, for the purpose of adopting Articles of Association
                      in form and substance reasonably satisfactory to the
                      Parties and reflecting, as applicable, the provisions of
                      the Restated and Amended Shareholders' Agreement referred
                      to below, in substitution for its existing articles of
                      association and upon the convening of such meeting
                      following the consummation of this transaction Buyer and
                      Seller shall vote in favour thereof;
               
               (ii)   the Shareholders Agreement shall have been terminated, 
                      including any amendments thereto, and each of the 
                      parties to the Shareholders Agreement shall have 
                      executed a mutual release of their respective rights 
                      and obligations to each other under such agreement; and 
                      the Restated and Amended Shareholders' Agreement in the 
                      form of Exhibit A attached hereto shall be executed on 
                      the Closing Date; 
               
               (iii)  Buyer and Seller shall have entered into the escrow 
                      agreement in form substance reasonably satisfactory to 
                      the Parties and the same shall be in full force and 
                      effect as at the Closing Date;
               
               (iv)   the Shareholders shall have entered into that certain 
                      side letter negotiated between the Parties regarding 
                      the capitalization of the Company during financial 
                      years 1997 and 1998.
               
        (d)    POST-CLOSING OBLIGATIONS OF BUYER
        
               Following the Closing the Buyer shall furnish a certificate to
               the Company (with a copy to the Seller) stating that it has
               acquired the Sale Shares on a repatriable basis with payment
               having been made outside Pakistan.
        
9.      FIRST OPTION AND SECOND OPTION

        (a)    Seller hereby irrevocably and unconditionally grants to Buyer 
               the First Option, exercisable on one occasion only at any time 
               during the First Option Period to purchase the First Option 
               Shares in consideration of the payment of the First Option 
               Purchase Price on the terms and subject to the conditions of 
               this clause 9.

                                                                         23

<PAGE>

        
        (b)    Subject to the other provisions of this clause, Buyer may at 
               any time during the First Option Period, exercise the First 
               Option by serving on the Seller written notice of such 
               exercise and the date of exercise of the First Option shall be 
               the date when such written notice has been served on the 
               Seller in accordance with clause 14(g).  The First Option 
               shall lapse forthwith upon the expiration of the First Option 
               Period.
        
        (c)    The notice of exercise of the First Option referred to in clause
               9(b) once served shall be irrevocable and binding on Buyer and
               may not be withdrawn without the prior written consent of the
               Seller. 
        
        (d)    Following the exercise of the First Option in accordance with 
               clause 9(b), closing of the sale and purchase of the First 
               Option Shares (the "First Option Closing") shall take place at 
               the offices of Seller in London on the seventh business day 
               after the date of exercise of the First Option or, if the 
               provisions of clause 11 shall apply, on the date provided in 
               such clause, and the following matters shall be simultaneously 
               completed:
        
               (i)    Seller shall deliver to the Buyer share certificates
                      evidencing the total number of First Option Shares
                      together with instruments of transfer in respect thereof;
                      and
               
               (ii)   The Buyer shall pay to the Seller the First Option
                      Purchase Price in cash by wire transfer in immediately
                      available funds to Seller's bank account number 40694123
                      at Citibank N.A. in New York, New York.
        
        (e)    Seller irrevocably and unconditionally grants to Buyer the 
               Second Option, effective upon the lapse of the First Option 
               (whether due to the expiry of the First Option Period or the 
               failure to exercise the First Option) but not otherwise, and 
               exercisable on one occasion only at any time during the period 
               commencing on the expiry of the First Option Period and ending 
               on (and including) 11:00 p.m. Hong Kong time on 27th August, 
               1997 or, if the provisions of clause 11 shall apply, on the 
               date provided in such clause, ("Second Option Period"), to 
               purchase the Second Option Shares for the Second Option 
               Purchase Price.  
        
        (f)    Subject to the other provisions of this clause, Buyer may at 
               any time during the Second Option Period, exercise the Second 
               Option by serving on the Seller written notice of such 
               exercise and the date of exercise of the Second Option shall 
               be the date when such written notice has been served on the 
               Seller in accordance with clause 14(g).  The Second Option 
               shall lapse forthwith upon the expiration of the Second Option 
               Period.


                                                                         24

<PAGE>


        (g)    The notice of exercise of the Second Option referred to in 
               clause 9(f) once served shall be irrevocable and binding on 
               Buyer and may not be withdrawn without the prior written 
               consent of the Seller. 
        
        (h)    Following the exercise of the Second Option in accordance with
               clause 9(f), closing of the sale and purchase of the Second
               Option Shares (the "Second Option Closing") shall take place at
               the offices of Seller in London on the seventh business day after
               the date of exercise of the Second Option (or such later date as
               may be agreed by Seller not exceeding 30 days from the time of
               expiry of the Second Option Period) and the provisions of Clause
               9(d) shall apply, mutatis mutandis, to the Second Option Closing.
        
10.     REMEDIES FOR BREACHES OF THIS AGREEMENT

        (a)    SURVIVAL OF REPRESENTATIONS AND WARRANTIES
        
               All of the representations and warranties of the Parties in
               clause 3 and of the Seller contained in clause 4 above shall
               survive the Closing hereunder and shall continue in full force
               and effect subject to the provisions of paragraph (b) of this
               clause.
        
        (b)    INDEMNIFICATION PROVISIONS FOR BENEFIT OF THE BUYER:
        
               (i)    In the event Seller breaches any of its 
                      representations, warranties and covenants contained 
                      herein (other than the representations and warranties 
                      in clause 3(a) above), and, provided that Buyer makes a 
                      written claim for indemnification against Seller 
                      pursuant to clause 14(g) below prior to 31st December 
                      1999 (the "Cut-off Date") or, in respect of claims 
                      relating to taxation ("Taxation Claims") prior to the 
                      sixth anniversary of the Closing Date, then Seller 
                      shall indemnify Buyer from and against any Adverse 
                      Consequences Buyer shall suffer originating prior to 
                      and continuing through and after the date of the claim 
                      for indemnification caused by the breach.  There shall 
                      be no indemnification for any Adverse Consequences 
                      Buyer shall suffer where written notice of the claim is 
                      first made after the Cut-off Date or, in respect of 
                      Taxation Claims, the sixth anniversary of the Closing 
                      Date.  The Seller shall not have any obligation to 
                      indemnify Buyer from and against any Adverse 
                      Consequences caused by the breach of any representation 
                      or warranty of Seller contained in clause 4 above 
                      unless the amount of Buyer's claim in respect thereof, 
                      when aggregated with one or more other claims brought 
                      against Seller hereunder, exceeds two hundred thousand 
                      United States Dollars (US$200,000).  The maximum 
                      liability of Seller for a breach of any of its 
                      representations, warranties and covenants contained 
                      herein shall be limited to an amount equal to the 
                      aggregate of 50% of the Purchase Price and, if the 
                      First Option or the Second Option is exercised, 50% of 
                      the First Option 

                                                                         25

<PAGE>

                      Purchase Price or 50% of the Second Option Purchase 
                      Price (as the case may be). 
               
               (ii)   In the event Seller breaches any of its representations
                      and warranties in clause 3(a) above, provided that Buyer
                      makes a written claim for indemnification against Seller
                      pursuant to clause 14(g) below prior to the first
                      anniversary of the Closing Date, then Seller shall
                      indemnify Buyer from and against the entirety of any
                      Adverse Consequences Buyer shall suffer through and
                      continuing after the date of the claim for indemnification
                      caused by the breach, without regard to the monetary limit
                      set forth above in clause 10(b)(i).  There shall be no
                      indemnification for any Adverse Consequences Buyer shall
                      suffer where written notice of the claim is first made
                      after the first anniversary of the Closing Date.
               
        (c)    INDEMNIFICATION PROVISIONS FOR BENEFIT OF SELLER
        
               In the event Buyer breaches any of its representations,
               warranties, and covenants contained herein, and provided that
               Seller makes a written claim for indemnification against Buyer
               pursuant to clause 14(g) below prior to the first anniversary of
               the Closing Date, then Buyer agrees to indemnify Seller from and
               against the entirety of any Adverse Consequences Seller shall
               suffer through and continuing after the date of the claim for
               indemnification caused by the breach.  There shall be no
               indemnification for any Adverse Consequences Seller shall suffer
               where written notice of the claim is first made after the first
               anniversary of the Closing Date.
        
        (d)    DETERMINATION OF ADVERSE CONSEQUENCES
        
               In quantifying the Adverse Consequences suffered by a Party as a
               result of a breach of any of the warranties in this Agreement,
               there shall be taken into account any proceeds of insurance and
               any tax repayment or other tax benefit actually received by the
               indemnified Party in respect of the same event, matter or thing
               for which it is seeking indemnification under this Agreement.
        
        (e)    Seller shall not be liable for loss of profits, business,
               revenue, goodwill, anticipated savings, or any other special,
               indirect or consequential losses even if such losses were
               foreseeable by Seller, except for such losses which cannot be
               legally excluded, and as further qualified below. 
               Notwithstanding the foregoing, Seller shall be liable to Buyer
               with respect to the following:

                                                                         26

<PAGE>

        
               (i)    the amount (if any) by which the Delinquent Receivables as
                      at 30th June, 1997 exceed 60 million Rupees, on a Rupee
                      for Rupee basis;
               
               (ii)   the amount (if any) by which the number of Active
                      Subscribers as at 30th June, 1997 is less than 22,000, on
                      the basis of US$1,432 for each subscriber; and
               
               (iii)  the amount (if any) by which the audited Net Deficit of
                      the Company as at 30th June, 1997 is greater than 115% of
                      the Unaudited June Net Deficit, on the basis of:-
               
                         (1)  US$0.3131 for every US$1; or 
                      
                         (2)  if the First Option is exercised, US$0.44 for 
                         every US$1; or
                      
                         (3)  if the Second Option is exercised, US$0.3631 for 
                         every US$1
                      
                      in each case, by which the audited Net Deficit as
               aforesaid is greater than 115% of the Unaudited June Net
               Deficit.
               
        (f)    (i)    For the purposes of determining the amount of the
                      Delinquent Receivables and the Net Deficit and the number
                      of Active Subscribers as at 30th June, 1997, the Parties
                      shall procure that the Company shall prepare a draft of,
                      and the Company's auditors will audit, the profit and loss
                      account of the Company for the period from 1st January,
                      1997 to 30th June, 1997 and the balance sheet of the
                      Company as at 30th June, 1997 (together the "June
                      Accounts") on a basis consistent with the Financial
                      Statements and, in particular, the treatment of the
                      operating costs incurred in Karachi during the suspension
                      of cellular operations in that city shall be the same in
                      the June Accounts as in the Financial Statements.  For the
                      avoidance of doubt, the June Accounts shall separately
                      identify the amount of the Delinquent Receivables and the
                      Net Deficit and the number of Active Subscribers. Once
                      prepared, the June Accounts as audited by the Company's
                      auditors (the "Audited June Accounts") shall forthwith be
                      delivered to each of Buyer and Seller.

                                                                         27

<PAGE>

        
               (ii)   The amount of the Delinquent Receivables and the Net
                      Deficit and the number of Active Subscribers, for the
                      purposes of paragraph (e) above, shall be as shown in the
                      Audited June Accounts and any amounts owing by Seller to
                      Buyer pursuant thereto shall be paid in cash by Seller to
                      Buyer within seven days of delivery of the Audited June
                      Accounts to Seller and Buyer pursuant to sub-paragraph (i)
                      above.  
        
        (g)    OTHER INDEMNIFICATION PROVISIONS
        
               The indemnification provisions in this clause 10 are the
               exclusive remedy any Party may have for breach of any
               representation or warranty in this Agreement, except where the
               breach arises from the fraud or wilful misrepresentation of the
               defaulting Party in which case the other Party's rights of action
               shall not be limited as aforesaid. 
        
        (h)    It is expressly understood that to the extent that Buyer shall
               have brought a claim for indemnification against Seller under
               clause 10, it shall be barred from pursuing the same or
               substantially similar claim under clause 11, and conversely, a
               claim under clause 11 shall bar the same or substantially similar
               claim under clause 10.
        
11.     UNDERTAKING OF SELLER

        To the extent that the License shall not have been reissued on or before
        13th August, 1997 on terms reasonably acceptable to Buyer, Buyer shall
        have the right to request of Seller, and Seller shall so agree, that the
        Closing be postponed until 16th September, 1997, during which one month
        period Buyer shall determine whether it desires to participate in the
        transaction contemplated hereunder, notwithstanding that the License
        shall not have been reissued. It is understood, however, that during
        such one month period Seller shall not be restricted from entering into
        discussions with third parties for a selldown of its Shares in the
        Company, any possible agreement for such selldown to a third party being
        contingent on Buyer's determination by 13th September, 1997, that it
        will not participate in the acquisition of Shares under this Agreement.
        It is further understood that in the event the Closing is postponed and
        does occur on 16th September, 1997, that the Buyer shall have determined
        on or before 13th September, 1997 whether it desires to purchase the
        Shares being made available to Buyer either under the First Option or
        the Second Option, and such additional shares under either such option
        shall be included in the number of Shares being acquired at Closing on
        16th September, 1997.
        
        
12.     TERMINATION

                                                                         28

<PAGE>

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

                                                                         29

<PAGE>

        
               If any Party terminates this Agreement pursuant to clause 12(a)
               above, all rights and obligations of the Parties hereunder shall
               terminate without any liability of any Party to the other Party,
               except for any liability of any Party then in breach provided,
               however, that the confidentiality provisions contained in clause
               6(d) above and the provisions of clause 13 and clause 14 shall
               survive termination.
        
13.     ARBITRATION

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

14.     MISCELLANEOUS

        (a)    PRESS RELEASES AND PUBLIC ANNOUNCEMENTS
        
               No Party shall issue any press release or make any public
               announcement relating to the subject matter of this Agreement
               without the prior written approval of the other Party; provided,
               however, that any Party may make any public disclosure it
               believes in good faith is required by applicable law or any
               listing or trading agreement concerning its publicly-traded
               securities (in which case the disclosing Party will use its
               reasonable best efforts to advise the other Party prior to making
               the disclosure).
        
        (b)    NO THIRD PARTY BENEFICIARIES
        
               This Agreement shall not confer any rights or remedies upon any
               Person other than the Parties and their respective successors and
               permitted assigns.
        
        (c)    ENTIRE AGREEMENT

                                                                         30

<PAGE>

        
               This Agreement (including the documents referred to herein which
               may be amended in accordance with clause 6(e)) constitutes the
               entire agreement among the Parties and supersedes any prior
               understanding, agreements, or representations by or among the
               Parties, written or oral, to the extent they related in any way
               to the subject matter hereof.
        
        (d)    SUCCESSION AND ASSIGNMENT
        
               This Agreement shall be binding upon and inure to the benefit of
               the Parties named herein and their respective successors and
               permitted assigns.  Neither Party may assign either this
               Agreement or any of his or its rights, interests, or obligations
               hereunder without the prior approval of the other Party.
        
        (e)    COUNTERPART
        
               This Agreement may be executed in one or more counterparts, each
               of which shall be deemed an original but all of which together
               will constitute one and the same instrument.
        
        (f)    HEADINGS
        
               The section headings contained in this Agreement are inserted for
               convenience only and shall not affect in any way the meaning or
               interpretation of this Agreement.
        
        (g)    NOTICES
        
               All notices, requests, demands, claims, and other communications
               hereunder will be in writing, deemed duly given (and received
               five days after) if sent by registered or certified mail, return
               receipt requested, postage prepaid, and addressed to the intended
               recipient as set forth below:
        
               If to Seller:  J. Michael Norris      Copy to:  Halyna Traversa
                              Vice-President                   Sr. International
                              Motorola International           Counsel
                              Development Corporation          (same address)
                              425 Martingale Road           
                              Schaumburg, II 60173
        
               If to Buyer:   Hugh McClung
                              Vice-Chairman
                              International Wireless 
                              Communications, Inc.
                              12/F, Sun Hung Kai Centre


                                                                         31

<PAGE>

                              30 Harbour Road
                              Wanchai, Hong Kong
        
                              John Troy                 Copy to:  Antonio Yeung
                              Executive Director                  (same address)
                              Asian Infrastructure Fund
                              Advisers Limited
                              Suite 2302-3
                              Nine Queen's Road Central
                              Hong Kong
        
     
          Either Party may send any notice, request, demand, claim or other
          communication hereunder to the intended recipient at the address set
          forth above using any other means (including personal delivery,
          expedited courier, messenger service, telecopy, telex, ordinary mail,
          or electronic mail), but no such notice, request, demand, claim, or
          other communication shall be deemed to have been duly given unless and
          until it actually is received by the intended recipient.  Either Party
          may change the address to which notices, requests, demands, claims,
          and other communications hereunder are to be delivered by giving the
          other Parties notice in the manner herein set forth.
     
     (h)  GOVERNING LAW
     
          This Agreement shall be governed by and construed in accordance with
          the laws of England without giving effect to any choice or conflict of
          law provision or rule that would cause the application of the laws of
          any jurisdiction other than that of England.
     
     (i)  AMENDMENTS AND WAIVERS
     
          No amendment of any provision of this Agreement shall be valid unless
          the same shall be in writing and signed by Buyer and Seller.  No
          waiver by any Party of any default, misrepresentation, or breach of
          warranty or covenant hereunder, whether intentional or not, shall be
          deemed to extend to any prior or subsequent default,
          misrepresentation, or breach of warranty or covenant hereunder or
          affect in any way any rights arising by virtue of any prior or
          subsequent such occurrence.
     
     (j)  SEVERABILITY
     
          Any term or provision of this Agreement that is invalid or
          unenforceable in any situation in any jurisdiction shall not affect
          the validity or enforceability of the remaining terms and provisions
          hereof or the validity or enforceability of the offending term or
          provision in any other situation or in any other jurisdiction.


                                                                         32

<PAGE>

     
     (k)  EXPENSES
     
          Each of Buyer and Seller will bear its own costs and expenses
          (including legal fees and expenses) incurred in connection with this
          Agreement and the transactions contemplated hereby.  Stamp duty
          payable on the sale and purchase of the Sale Shares shall be borne by 
          Buyer.
     
     (l)  CONSTRUCTION
     
          The Parties have participated jointly in the negotiation and drafting
          of this Agreement.  In the event an ambiguity or question of intent or
          interpretation arises, this Agreement shall be construed as if drafted
          jointly by the Parties and no presumption or burden of proof shall
          arise favouring or disfavouring any Party by virtue of the authorship
          of any of the provisions of this Agreement.  Any reference to any
          federal, state, local, or foreign statute or law shall be deemed also
          to refer to all rules and regulations promulgated thereunder, unless
          the context requires otherwise.  The word "including" shall mean
          including without limitation.  Reference to the singular includes a
          reference to the plural and vice versa and reference to any gender
          includes a reference to all other genders.  Where any warranty is
          qualified by the expression "to the best of Seller's knowledge" or
          "known to Seller" or any similar expression, that warranty shall be
          deemed to be made to the best of the knowledge of all employees of
          Motorola Inc. (or its Affiliated Entities) who have been or are
          involved in the management of the Company.
     
     (m)  INCORPORATION OF ANNEXES, SCHEDULES AND EXHIBITS
     
          The Schedules and Exhibits identified in this Agreement are
          incorporated herein by reference and made a part hereof.

                                                                         33

<PAGE>


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


Motorola International Development Corporation

By: /s/ Fernando A. Amandi    
    ------------------------------------------

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

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

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



International Wireless Communications Pakistan Limited

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

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


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

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

                                                                         34