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                                                                  EXHIBIT 10.27C





                              RESTATED AND AMENDED

                             SHAREHOLDERS AGREEMENT


                                  by and among



                 MOTOROLA INTERNATIONAL DEVELOPMENT CORPORATION

                                       and

                             SAIF TELECOM (PVT) LTD

                                       and

             INTERNATIONAL WIRELESS COMMUNICATIONS PAKISTAN LIMITED


                                August ___, 1997



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                                      INDEX


                                                                       Page
1.  DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.  INCORPORATION OF THE COMPANY . . . . . . . . . . . . . . . . . . . . 5
3.  CAPITALIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
4.  THE BUSINESS OF THE COMPANY. . . . . . . . . . . . . . . . . . . . . 6
5.  DIRECTORS AND MANAGEMENT OF THE COMPANY. . . . . . . . . . . . . . . 6
6.  SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
7.  ACCOUNTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
8.  BUSINESS PLAN. . . . . . . . . . . . . . . . . . . . . . . . . . . .11
9.  CAPITAL REQUIREMENTS . . . . . . . . . . . . . . . . . . . . . . . .11
10. DIVIDEND POLICY . . . . . . . . . . . . . . . . . . . . . . . . . .14
11. EMPLOYMENT POLICES. . . . . . . . . . . . . . . . . . . . . . . . .14
12. TRANSFER AND ENCUMBRANCE OF SHARES. . . . . . . . . . . . . . . . .14
13. CONFIDENTIALITY . . . . . . . . . . . . . . . . . . . . . . . . . .18
14. NON COMPETITION . . . . . . . . . . . . . . . . . . . . . . . . . .19
15. PROTECTION OF NAME. . . . . . . . . . . . . . . . . . . . . . . . .21
16. TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . .21
17. GENERAL WARRANTIES REPRESENTATIONS AND UNDERTAKINGS . . . . . . . .22
18. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . .23

                                       i

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                   RESTATED AND AMENDED SHAREHOLDERS AGREEMENT

     This Restated and Amended Shareholders' Agreement is made as of the ____
     day of _______, 1997 by and among INTERNATIONAL WIRELESS COMMUNICATIONS
     PAKISTAN LIMITED, a company organized under the laws of Mauritius with its
     registered office located at P.O. Box 1130, 3rd Floor, 12 Remy Ollier
     Street, Port Louis, Mauritius ("IWCPL"); SAIF TELECOM (PVT) LIMITED, a
     company organized under the laws of PAKISTAN with a place of business
     located at 4th Floor, Kulsum Plaza, 42 Blue Area, Islamabad, Pakistan
     ("SAIF"); and MOTOROLA INTERNATIONAL DEVELOPMENT CORPORATION, a company
     organized under the laws of the State of Delaware, USA with its registered
     office located at 1303 E. Algonquin Road, Schaumburg, Illinois, USA
     ("MOTOROLA"); (all of the above individually referred to herein as a
     "Party" and collectively as the "Parties"). Capitalized terms, other than
     proper nouns, if not defined in the text immediately where used, are
     defined in DEFINITIONS in Article 1 hereof.

          WHEREAS, Motorola and SAIF as shareholders of PAKISTAN MOBILE
     COMMUNICATIONS (PVT) LIMITED, a company incorporated under the laws of
     Pakistan (the "Company") as a private limited company which operates a
     network of cellular mobile telephone systems in Pakistan known as Mobilink
     pursuant to a license for the establishment and operation of cellular
     mobile telephone systems in Pakistan granted by the Ministry of
     Communications, Government of Pakistan, Islamabad pursuant to its letter No
     7(30)/89-P&T dated 6 July 1992 (the "License"), had entered into a
     Shareholders' Agreement on 3rd June, 1993 (the "Original Shareholders'
     Agreement");   

          WHEREAS, IWCPL has as of July __, 1997 and July __, 1997 respectively
     entered into separate Share Purchase Agreements with Motorola and
     Continental Communications Limited ("CCL") (until today's date, also a
     Shareholder of the Company), pursuant to which IWCPL has agreed to purchase
     from Motorola and CCL a portion of the shareholding percentages of the
     Company (collectively, the "Share Purchase Agreements"); and

          WHEREAS, the Parties have agreed to restate and amend the Original
     Shareholders' Agreement.

          NOW, THEREFORE, in consideration of the mutual promises and
     undertakings contained herein and other good and valuable consideration,
     the receipt and sufficiency of which is hereby acknowledged, the parties
     agree as follows:

1.   DEFINITIONS

     "Affiliate" means an entity in which any of the Shareholders or their 
     shareholders hold at least twenty percent of the ownership interest of 
     such entity.

     "Agreement" means this Restated and Amended Shareholders Agreement 
     entered into by and among the Parties.

     "AIF" means the Asian Infrastructure Fund.

                                       3

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     "the Articles" means the Articles of Association of the Company to be 
     amended as provided in Clause 2.2.

     "Associate" in relation to any company means any body corporate which is 
     for the time being a majority owned subsidiary of that company or the 
     holding company owning a majority of that company or the parent of that 
     holding company, using the terms "holding company" and "subsidiary" as 
     they are defined in Section 3 of the Ordinance.

     "Board" means the Board of Directors of the Company from time to time.

     "Competitor" means any entity (other than a Shareholder) operating a 
     wireless telecommunications business in Pakistan which the Board 
     reasonably determines is competitive with the business of the Company.

     "Directors" means the members of the Board from time to time.

     "Five Year Business Plan" means the business plan of the Company 
     containing the business and financial statements projected for the next 
     five calendar years from, time to time approved by the Directors.

     "IWC" means International Wireless Communications, Limited, one of the 
     principal shareholders of IWCPL.

     "Ordinance" means the Companies Ordinance 1984 of Pakistan or any 
     statutory modification or reenactment thereof for the time being in 
     force.

     "Related Transaction" means any transaction, agreement or other 
     arrangement for any subject matter with a consideration or value of 
     US$10,000 or more (or the equivalent in Pakistan Rupees) or for a 
     duration of more than 12 months, between the Company, on the one hand, 
     and any Shareholder, Affiliate or Associate of a Shareholder or any 
     officer or director of any of the foregoing, or any officer or director 
     of the Company, on the other hand.

     "Saifullah Family" means Javed Saifullah Khan and Osman Saifullah Khan, 
     their respective spouses and/or their direct descendants.

     "SAIF Associate" means any company which has the same persons on its 
     board of directors as SAIF has (i.e., Javed Saifullah Khan and Osman 
     Saifullah Khan) and of which 51% or more of the shares are owned by 
     members of the Saifullah Family.

     "Shares" means the ordinary shares of the Company's share capital of par 
     value Rs.10 each and in issue at any point in time.

     "Shareholders" means, collectively, the Parties hereto, or, where Shares 
     are transferred to a Wholly-Owned Subsidiary or to a SAIF Associate or a 
     member of the Saifullah Family in the case of SAIF, the respective 
     Wholly-Owned Subsidiaries or SAIF Associate or a member of the Saifullah 
     Family holding Shares, or where Shares are transferred to an unrelated 
     third party in accordance with Clause 12 hereof, then with respect to 
     such transferee, when such transferee becomes a Party hereto in 
     accordance with Clause 12.1.3 hereof.

                                       4

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     "South Asia" means South Asia Wireless Communications (Mauritius) 
     Limited, one of the principal shareholders of IWCPL.

     "Supermajority" means an affirmative vote (x) in the case of the 
     Shareholders, by Shareholders holding not less than eighty percent of 
     the total issued Shares and (y) in the case of the Board, by six 
     Directors of an eight member Board, or eight Directors of a ten member 
     Board. 

     "Surplus Cash" means the residue of revenues received by the Company in 
     the course of conducting its business, which remains after deduction of 
     Company expenses and other obligatory payments, provided there is no 
     need for additional cash infusions in the two succeeding years under the 
     then-current Five Year Business Plan, and which shall be computed 
     pursuant to the formula set forth in the attached Exhibit A. 

     "Wholly-Owned Subsidiary" in relation to any company means a wholly 
     owned subsidiary, of that company or of the holding company of that 
     company, or any wholly owned subsidiary of a wholly owned subsidiary of 
     such holding company, fas the terms "subsidiary" and "holding company" 
     are defined in the Ordinance.

2.   INCORPORATION OF THE COMPANY

2.1  The Company has been incorporated as a private company limited by shares 
     under the Ordinance. 

2.2  As soon as practicable after execution of this Agreement, the Articles 
     of the Company shall be amended to reflect the terms of this Agreement, 
     including, at least, the essence of Clauses 3.3, 5, 6 and 12, and shall 
     be substantially in the form attached hereto as Exhibit B.

3.   CAPITALIZATION 

3.1  The authorized share capital of the Company consists of 60,000,000 
     Shares of Rs.10 per share. As at the date hereof the issued and paid up 
     share capital of the Company is held as follows:

               IWCPL:    ___ Shares     46% shareholding
               SAIF:     ___ Shares     11.31% shareholding
               Motorola: ___ Shares     42.69% shareholding

3.2  Any future allotment of Shares will be made pro rata to the Shareholders 
     in proportion to the then current ownership of the Shares already held 
     by each Shareholder, unless otherwise agreed by the Shareholders or 
     otherwise provided for in this Agreement. 

3.3  As provided for in the Articles, each Share certificate of the Company 
     shall conspicuously bear the following legend: 


          "The shares represented by this certificate are subject 
          to restrictions, including but not limited to, 
          restrictions on transfer, under a Restated and Amended 
          Shareholders Agreement dated ____, 1997 among the 
          Shareholders of the Company."

                                       5

<PAGE>

4.   THE BUSINESS OF THE COMPANY 

4.1  The Company shall continue to carry on the business of providing and 
     maintaining telecommunications services in Pakistan and the sale and/or 
     lease of subscriber equipment to its customers and the provision of 
     related services. 

4.2  The business of the Company shall at all times be conducted honestly and 
     independently from the business of the Shareholders, but subject thereto 
     and the provisions of Clause 6.2(k), the Company may transact business 
     with any of the Shareholders and shall purchase products and services 
     supplied by its Shareholders provided that such products or services are 
     competitive in all material respects with third party suppliers 
     including but not limited to such items as price, quality, delivery and 
     terms of sale. 

5.   DIRECTORS AND MANAGEMENT OF THE COMPANY

5.1  The Board shall be responsible for the management and operation of the 
     Company and for determining the overall policies and objectives of the 
     Company. Meetings of the Board shall be held at least quarterly and at 
     least two Board meetings a year shall be held in Pakistan. At the 
     applicable annual meeting of Shareholders, the Shareholders shall elect 
     to the Board the Directors nominated by each of them to three year 
     terms. The Shareholders shall at all times exercise their respective 
     voting rights as shareholders of the Company and shall procure that the 
     Directors nominated or elected by each of them to the Board shall vote 
     so as to ensure the proper maintenance and observance of the terms of 
     this Agreement relating to the Board's management of the Company. The 
     Directors shall appoint one of their members to the Board to serve as 
     the Company's Chief Executive.

5.2  For so long as the shareholding percentages shall be as stated in Clause 
     3.1, the Company shall have a Board of eight Directors, composed as 
     follows: 

               IWCPL                    4 Directors
               MOTOROLA                 3 Directors
               SAIF                     1 Director

     The Parties anticipate that IWCPL may increase its shareholding 
     percentage of the Company up to 58.69% by purchasing additional Shares 
     from Motorola pursuant to the Share Purchase Agreement between Motorola 
     and IWCPL. In such event, IWCPL's membership on the Board shall increase 
     by two Directors, and the total number of Directors on the Board shall 
     be ten (10). If at any time thereafter either IWCPL's or Motorola's 
     shareholding percentages in the Company change such that their 
     representation on the Board no longer equitably reflects their ownership 
     of the Company, the Parties shall amend this Agreement so that the 
     composition of the Board shall reflect the Parties' then current 
     ownership of the Company. It is expressly understood that, for so long 
     as South Asia holds not less than 30 percent of the issued share capital 
     of IWCPL, AIF shall have the right to nominate to the Board initially 
     two of the Directors representing IWCPL, and if the number of Directors 
     is increased to ten (10), then it shall have the right to nominate to 
     the Board three of the Directors repersenting IWCPL, but if South Asia's 
     shareholding in IWCPL falls below 30 percent but is more than 15 
     percent, AIF shall have the right to nominate one Director from IWCPL to 
     the Board if the total number of Directors is eight (8) and two (2) 
     Directors representing IWCPL if the total number of Directors is ten 
     (10). Altemates may be 


                                       6

<PAGE>


     designated by the Directors who reside outside Pakistan or residing in 
     Pakistan, leave Pakistan for three months or more, and the alternate 
     director may attend meetings and vote in the appointing Director's 
     absence.

5.3  No Director nominated by any Shareholder shall be removed by the 
     Shareholders without the consent of the Shareholder nominating such 
     Director; PROVIDED, however, if a Director is disqualified pursuant to 
     section 188 of the Ordinance, then the Board shall immediately appoint 
     another Director, nominated by the Shareholder who had nominated the 
     disqualified Director, to fill the vacancy caused by the 
     disqualification. 

5.4  The quorum for any meeting of the Board shall be five (5), including at 
     least one Director or his alternate from each of SAIF, and MOTOROLA, and 
     at least two Directors from IWCPL, representing each of AIF and IWC. In 
     the event that a meeting is called and no quorum is present within 30 
     minutes of the time appointed for the meeting, the meeting shall stand 
     adjourned until the same time and place 48 hours from the time appointed 
     for the meeting (or if that day be a public holiday then to the next 
     business day following such holiday). If at such adjourned meeting a 
     quorum is not present within 30 minutes from the time appointed for such 
     adjourned meeting, then the presence in person of any five Directors, or 
     their alternates, shall constitute a quorum.

5.5  The Chairman of the Board shall be elected by Supermajority vote of the 
     Board, provided, however, that in recognition of his pioneering role in 
     obtaining the cellular license from the Government of Pakistan for the 
     Company and in view of the continued association of SAIF as an 11.31% 
     Shareholder in the Company, the first Chairman after the execution of 
     this Agreement shall be Mr. Javed Saifullah Khan, and his current term 
     as Chairman of the Board shall be extended through financial year 1998. 
     SAIF shall cause Mr. Javed Saifullah Khan to be available as Chairman of 
     the Board after fiscal year 1998, subject to such reappointment being 
     approved by the Supermajority vote of the Board. 

5.6  The Directors shall not be entitled to be paid fees or be reimbursed for 
     their expenses in attending Board meetings, but shall receive such 
     remuneration for executive services performed for the Company as 
     approved by the Board. 

5.7  The Chairman of the Board shall not be entitled to a second or casting 
     vote. In case of an equality of votes (tied vote) on a matter requiring 
     only a simple majority to pass, the resolution shall be deemed to have 
     been rejected. 

6.   SHAREHOLDERS 

Annual Meetings, Quorum. An annual meeting of Shareholders shall be held 
within the first six months of each financial year for the purpose of:

          (a)  if applicable, the election of new members of the Board, 

          (b)  the election of auditors, and 

          (c)  such other matters as may be properly brought before the 
               annual meeting. 

                                       7

<PAGE>

     All other matters to be decided by the Shareholders shall be decided at 
     extraordinary meetings called as provided in the Articles. Notices of 
     Shareholder Meetings shall be given as provided in the Articles. 
     Requirements for a quorum for any general meeting shall be as provided 
     in the Articles.

6.2  VOTING. Except for the following designated matters, a vote of 
     Shareholders representing a majority of the total issued Shares shall be 
     required for approval by the Shareholders. The following matters shall 
     require approval by Shareholders holding a Superrnajority of total 
     issued Shares:

     (a)  the consolidation or merger of the Company or the sale, mortgage, 
          lease, license, charge, lien, pledge or encumbrance of any of its 
          assets, unless such assets are not a substantial portion of its 
          assets and such transaction is in the ordinary course of business 
          or the transaction is made in connection with the replacement of 
          any assets sold;

     (b)  the acquisition or formation of any subsidiary entity or joint 
          venture or the making of any investments in any other entity or 
          business, or the offering of the Shares to the public, or the 
          entering into of a new business segment of telecommunications 
          outside of mobile cellular services (it being understood that 
          mobile cellular services include PCS and long distance services);

     (c)  except as provided in Clause 9.1, the determination of and any 
          changes to the capital structure of the Company, including both 
          debt and equity, as appropriate from time to time including the 
          amount of issued and paid up share capital, and any increases 
          thereto, and the amount and timing of any call upon the 
          Shareholders for the contribution of equity, the provision of any 
          Shareholder loans, and Shareholder debt guarantees, and including 
          also the reduction of capital and the subdivision or consolidation 
          of Shares;

     (d)  the voluntary winding up or liquidation of the Company; 

     (e)  contracts involving payments to or by the Company, or any 
          expenditures, commitments or capital dispositions in excess of US$ 
          500,000 (or the equivalent thereof) for one item or a series of 
          related items;

     (f)  the entering into of any agreement for a term in excess of one year 
          with expenditures of more than US$500,000 (or the equivalent 
          thereof) over the full term;

     (g)  the incurring of any indebtedness in the ordinary course of 
          business (whether current or term) in excess of US$250,000 (or the 
          equivalent thereof);

     (h)  the borrowing of any sum (including the issuance of any debt 
          instruments) other than in the ordinary course of business;

     (i)  the settlement of any claims in excess of US$250,000 (or the 
          equivalent thereof); 

     (j)  annual approval of the Company's Five Year Business Plan, as well 
          as annual budgets relating to income, capital expenditures, 
          operating expenses, cash flows, 

                                       8

<PAGE>

          and dividends, and approval of any revisions of the current Five 
          Year Business Plan by an aggregate amount in excess of ten percent 
          ( 10%) of the then current Five Year Business Plan;

     (k)  the entering into or modification or termination of any Related 
          Transaction;

     (l)  delegation of the Shareholders authority, including, but not 
          limited to, the granting of powers of attorney; 

     (m)  establishment of personnel policies or practices of the Company or 
          any significant modifications thereof, which would be contrary to 
          the policy of Clause 1; 

     (n)  the making of loans or advances (other than deposits with a banking 
          or financial institution) except in the ordinary course of business 
          for employee travel and expense purposes; 

     (o)  any decision to enter into discussions or negotiations involving 
          labor relations issues and the entering into of any collective 
          bargaining agreements; 

     (p)  setting the minimum and maximum number of Directors and increasing 
          or reducing such number or the number of directors of any 
          subsidiary of the Company; 

     (q)  appointment of the President and the Executive Director, Finance, 
          of the Company, including the approval of, entering into or 
          amendment of employment contracts between the Company and such 
          officers, as well as the making of any changes in appointments 
          and/or in the powers, and any increase in excess of 10% in the 
          remuneration of, such officers of the Company; 

     (r)  redemption and cancellation of any securities or offering shares or 
          equity securities or instruments exercisable for, or convertible 
          into, Shares; 

     (s)  the declaration and payment of any dividends or distributions of 
          the Company; 

     (t)  the granting of any guarantee or similar surety for the obligations 
          of any corporation, partnership, entity or person whether 
          controlled by the Company or not; and 

     (u)  any amendment of the Articles. 

6.3  If a resolution concerning any of the matters requiring a Superrmajority 
     vote pursuant to Clause 6.2 is proposed and not passed by a 
     Supermajority, the President of the Company shall be free to, and shall 
     have the responsibility to, continue to manage the day-to-day affairs of 
     the Company in the Company's sole best interest within the bounds of the 
     Company's then current Five Year Business Plan and the powers of 
     attorney of the President or others, as approved by the Shareholders. 

6.4  In the event that the Shareholders are not able to resolve any dispute 
     relating to any resolution that is proposed but not adopted by the 
     requisite vote of the Shareholders by the end of a 30 working day period 
     following the holding of the relevant extraordinary 

                                       9

<PAGE>


     general meeting of Shareholders, or if any Shareholder is not satisfied 
     with such resolution, the Shareholder(s) shall be free to pursue the 
     sale of all (but not less than all) of its/their Shares pursuant to 
     Clause 12.1; PROVIDED, however, that nothing in this Clause 6.4 shall be 
     deemed to be a restriction of any Shareholder's right to sell its Shares 
     as provided in Clause 12.1 at any time. 

6.5  Except as provided for in Clause 6.2 (q), all officers of the Company 
     who report directly to the President shall be appointed by a simple 
     majority vote of the Shareholders.

7.   ACCOUNTS 

7.1  The Shareholders shall procure that the Company maintains accurate, 
     up-to-date and complete accounting records. All books and records of the 
     Company and all reports prepared by the management of the Company shall 
     be in such form as the Shareholders may prescribe from time to time, 
     provided that all such books and records shall be kept in accordance 
     with the Ordinance and generally accepted accounting principles of both 
     Pakistan and the United States. In addition, each of the Shareholders 
     shall procure, among other things, that the financial affairs of the 
     Company are managed properly and that the internal audits of the Company 
     are timely and properly performed. 

7.2  The accounts of the Company shall be audited annually by the auditors 
     for the time being of the Company. Audits additional to the statutory 
     annual audit shall be made if requested by any Shareholder owning at 
     least 10% of the issued and paid up share capital of the Company, but in 
     such case shall be at the expense of the requesting Shareholder. Such 
     additional audits shall be conducted in accordance with principles and 
     procedures to be determined by the financial representatives of the 
     requesting Shareholder and conducted by such financial representatives 
     or such nominated auditors as shall be determined by the requesting 
     Shareholder. 

7.3  The financial year of the Company shall commence on 1st July and end on 
     30th June. 

7.4  The auditors of the Company shall be such firm as may from time to time 
     be proposed by the Board and approved by the Shareholders by simple 
     majority vote, which firm shall be one of the internationally recognized 
     "Big Six" firms or a correspondent firm thereof. 

7.5  Each Director shall have the right to inspect and copy from time to time 
     the books and all other financial records and documents of the Company 
     at such Director's own expense. 

7.6  The President shall prepare and submit to each member of the Board 
     monthly management reports, to be handed over personally or sent by 
     facsimile (to be followed by the original via courier) by the 15th day 
     of each following month, consisting of at least a profit and loss 
     statement, cash flow statement, and a balance sheet. 

7.7  The Company shall furnish to the Shareholders and their auditors such 
     financial and other information relating to the business of the Company 
     as any of them may reasonabley require and shall comply with any other 
     reporting requirements of each Shareholder. 

                                       10

<PAGE>

8.   BUSINESS PLAN 

     The following procedure shall be followed in preparing the Five Year 
     Business Plan: 60 days before the beginning of each calendar year of the 
     Company, a Five Year Business Plan commencing with such calendar year 
     shall be prepared by the President and presented to the Shareholders for 
     their approval. If, at the beginning of any calendar year, the 
     Shareholders have not approved an updated Five Year Business Plan for 
     that calendar year, the then-current Five Year Business Plan previously 
     approved shall continue in effect and shall be used as the Business Plan 
     for those calendar years until the Shareholders approve a new Five Year 
     Business Plan. Shareholder approvals specified by this Clause 8 shall 
     require the appropriate Supermajority vote in accordance with the terms 
     of Clause 6.2 hereof.

9.   CAPITAL REQUIREMENTS

9.1  The Shareholders understand that increases in equity capital shall be 
     needed to carry on the business of the Company. In particular, for 
     financial years 1997 and 1998, the Shareholders hereby pledge to provide 
     the equity contributions (at par) and shareholder loans that shall be 
     necessary to support the capital investments called for under the 1997 
     and 1998 Five Year Business Plans (which shall not require Supermajority 
     vote for initial approval), but may be amended by the Shareholders from 
     time to time by Supermajority vote, provided, however, that there shall 
     be no amendment by the Shareholders of the capital investments as 
     initially approved.under such Business Plans. Failure to participate in 
     any equity call or request for shareholder loans, except as may be 
     separately agreed to by the Shareholders, made by the Board during 1997 
     and/or 1998 shall be treated as an Event of Default pursuant to Clause 
     16.3 (d) of this Agreement. 

9.2  Where equity contributions are to be made pursuant to the then-currently 
     approved Five Year Business Plan, the Board shall determine the time and 
     size of any such contributions, which shall be made at the same time and 
     on the same terms for all Shareholders and the Shareholders shall 
     subscribe for Shares in cash, which (except for capital calls for fiscal 
     years 1997 and 1998, which shall be at par) shall be at a price 
     determined by the Board by Supermajority vote, and shall reflect the 
     fair market value per Share as allowed within the regulatory framework 
     of Pakistani law. All Shares issued in relation to such an increase of 
     share capital shall be offered to the Shareholders in proportion to the 
     number of Shares then held by them. Except for calls made during 1997 
     and/or 1998, for which provision has been made above, in the event a 
     Shareholder declines to subscribe and pay for the Shares offered to it 
     pursuant to the Board's call for capital within 30 business days of the 
     due date for responding to such capital call, as provided in this Clause 
     9.2, said refusing Shareholder shall be diluted in its share ownership 
     of the Company and the unsubscribed Shares shall be offered to the other 
     Shareholders at 90% of the issue price. If in the two weeks following 
     the capital call a Shareholder objects to the market price determined by 
     the Board, the market price shall be determined within thirty (30) days 
     thereafter, through the use of an independent third party appraiser 
     acceptable to a Supermajority of the Board, and the cost of the 
     appraisal shall be borne by the Company. If the Board cannot agree on an 
     appraiser, it shall rely on the procedure for choosing an appraiser set 
     forth in Clause 12.4. Notwithstanding the foregoing, if a third party 
     appraisal has been prepared within six months of any capital call, the 
     fair market price shall be the fair market price established by such 
     third party appraisal, unless a Shareholder objects to the use of such 
     appraisal, in which event a new 


                                       11

<PAGE>

     appraisal shall be prepared at the objecting Shareholder's cost. The due 
     date for responding to any capital call shall be 30 business days 
     thereafter, unless a new appraisal is being prepared, in which event the 
     due date shall be 30 business days after completion of such appraisal.  
     Unsubscribed Shares shall be offered to the remaining Shareholders on a 
     pro-rata basis. To the extent any Shares remain unsubscribed, such 
     Shares shall be offered in subsequent rounds until all such Shares have 
     been subscribed for, or unless no remaining Shareholder desires to 
     purchase such Shares. Completion of the subscription of the unsubscribed 
     Shares shall take place within 30 days after the date on which such 
     Shares are offered to the Remaining Shareholders.

9.3  Where debt contributions are to be made pursuant to the then currently 
     approved Five Year Business Plan, the Board shall determine the time, 
     size and conditions of any such loans (which shall be on the same terms 
     for all Shareholders) and the Shareholders shall lend the funds in 
     proportion to the number of Shares then held by them, or as may be 
     otherwise agreed by the Shareholders. When all Shareholders provide 
     loans on a pro-rata basis, such loans shall be either interest free or 
     shall be simple interest-bearing loans, as determined by the Board by 
     simple majority vote. Any such debt contributions made to the Company 
     shall be repaid on a proportionate basis with respect to all loans 
     extended by the Shareholders to, or on behalf of, the Company. If a 
     Shareholder fails to provide any portion of its share of the 
     Shareholders' loans and the other Shareholders provide any Shareholder 
     loans to the Company, whether in a principal amount equal to or more or 
     less than their respective pro rata share of the Shareholders' loans, 
     then the entire principal amount of the loans made by such other 
     Shareholders will be convertible into such number of Shares as is 
     determined by the principal amount of each such loan divided by 90% of 
     the fair market value per Share at the time such loan is made. The 
     provisions on the determination of fair market value in Clause 9.2 shall 
     apply MUTATIS MUTANDIS to the determination of fair market value under 
     this Clause 9.3. The right to convert such loans into Shares may be 
     exercised at any time during the three year period from the date the 
     loan is made. It is expressly understood that any Shareholder shall have 
     the right, in lieu of providing a Shareholder loan, to arrange for a 
     third party loan which is supported by such Shareholder's guarantee, and 
     that such guaranteed loan shall, for purposes of convertibility into 
     equity and under Clause 10.1, be treated as a Shareholder loan. 

9.4  Except for the third party debt existing as of the date hereof and 
     supported by a guarantee from Motorola (or its Associate), the 
     Shareholders do not anticipate the provision of Shareholder guarantees 
     to support third party debt. If, however, in order for the Company to 
     borrow money from bankers and others on terms acceptable to the Company, 
     it is necessary for such borrowings to be wholly or partially guaranteed 
     by the Shareholders, such obligation to guarantee shall be required only 
     upon approval of the Shareholders and, except as may be separately 
     agreed to by the Shareholders, each Shareholder shall provide such 
     guarantee in a form reasonably acceptable to such Shareholder on a 
     several basis in proportion to its pro-rata shareholding in the Company. 
     In the event a Shareholder provides a loan guarantee in excess of its 
     pro-rata shareholding in the Company, such Shareholder shall acquire an 
     option to purchase additional Shares at par. The number of additional 
     Shares shall be determined as follows: the cost of issuing such 
     guarantee (based on the average cost of what three banks would charge 
     for issuing a guarantee of like tenor), divided by the fair market value 
     per Share, such option being exercisable from the date the guarantee is 
     issued for a period of three years. The provisions on the determination 
     of fair market value in Clause 9.2 shall apply MUTATIS MUTANDIS to the 
     determination of fair market value under this 

                                       12

<PAGE>

     Clause 9.4. In the event of the Company's default under any such 
     guaranteed loan and any Shareholder being called upon to pay out under 
     its supporting guarantee, the Shareholders shall cause the Board to 
     implement a capital call for the express purpose of providing funds to 
     enable the Company to repay such guaranteeing Shareholder's payment 
     under its supporting guarantee. Failure by any Shareholder to 
     participate in such capital call shall result in dilution of such 
     Shareholder's share ownership of the Company at 75 percent of the 
     subscription price determined by the Board, pursuant to Clause 9.2 above 
     (the guaranteeing Shareholder shall be deemed to have participated by 
     virtue of its payout under its guarantee).

9.5  The Parties acknowledge that at some point during the term of this 
     Agreement the Board may determine, after consultation with the Company's 
     financial advisers, that it may be in the best interest of the Company 
     to effect a listing of the Shares on the Pakistan Stock Exchange or 
     other stock exchange. Any such public offering shall be subject to the 
     requirements of the applicable laws governing public offerings and the 
     applicable stock exchange listing rules. The Shareholders shall use 
     their best endeavors to ensure that the Company complies with all such 
     laws and rules. 

9.6  The Company will give prompt written notice to each Shareholder of its 
     intention to register any Shares under any applicable law or to list any 
     Shares on any stock exchange in Pakistan or other stock exchange or to 
     qualify any Shares for trading in any other market and will include in 
     any such registration, offering, listing or qualification, subject to 
     the next two succeeding sentences, upon the written request of any 
     Shareholder made within 30 days after the Company's notice has been 
     given, all Shares with respect to which the Company has received written 
     requests for inclusion therein. If the managing underwriters of an 
     underwritten offering advise the Company in writing that the number of 
     Shares requested to be included in any registration, offering, listing 
     or qualification exceeds the number which can be included therein 
     without having a material adverse effect on the price of the Shares, the 
     Company will include in such registration first, the Shares requested to 
     be included in such registration allocated, if necessary, pro rata among 
     the holders thereof requesting such inclusion on the basis of the number 
     of Shares requested to be included and second, any Shares the Company 
     proposes to sell. Provided that if such registration, offering, listing 
     or qualification relates solely to new Shares for the purpose of raising 
     additional share capital for the Company, Shareholders shall not be 
     entitled to have included therein any Shares held by them but each 
     Shareholder shall have a prior right to purchase such part of the new 
     Shares as shall maintain that Shareholder's percentage holding of the 
     outstanding share capital of the Company immediately after such 
     registration, offering, listing or qualification at the same level as it 
     was immediately before such registration, offering, listing or 
     qualification. All expenses incident to any such registration, offering, 
     listing or qualification will be borne by the Company. The Company will 
     reimburse each Shareholder for its out-of-pocket expenses incurred in 
     connection with any such registration, offering, listing or 
     qualification including, without limitation, the fees and disbursements 
     of counsel for such Shareholder. The Company will indemnify each 
     Shareholder selling Shares in such registration, offering, listing or 
     qualification and its respective officers, directors, agents and 
     employees against all losses, claims, damages and liabilities arising 
     out of any misrepresentation or violation of law by the Company in 
     connection with any such registration, offering, listing or 
     qualification. Except for this Clause 9.6, the Company will not grant to 
     any person the right to participate in any such registration, offering, 
     listing or qualification of its Shares. 


                                       13

<PAGE>

10.    DIVIDEND POLICY 

10.1   Subject to any agreement or restriction binding the Company to the 
       contrary, and provided that the Company shall have first, paid down 
       any third party debt to the extent such third party debt is supported 
       by Shareholder guarantees not in proportion to any guaranteeing 
       Shareholder's equity interest in the Company, and second, repaid all 
       outstanding Shareholder loans, the Shareholders shall procure that for 
       each financial year the Company distributes all of the Surplus Cash 
       which the Board has, in accordance with the formula set forth in the 
       attached Exhibit A, recommended as available for distribution.

10.2   Distributions shall be made to the Shareholders on a pro-rata basis 
       when there is Surplus Cash and the Shareholders by Supermajority vote 
       determine that a distribution should be made.

11.    EMPLOYMENT POLICES 

11.1   The Shareholders shall procure that the management of the Company 
       deals directly with the employees of the Company, without any 
       intermediary parties, and will retain and/or cause the adoption of 
       such personnel policies and practices as appropriate in order 
       reasonably to achieve such results.

11.2   The Shareholders shall procure that the management of the Company 
       retains and/or develops personnel practices that fairly reward 
       employees for services rendered in a manner consistent with common 
       business practice in Pakistan.

12.    TRANSFER AND ENCUMBRANCE OF SHARES 

12.1   A transfer of Shares by any Shareholder following the date of this 
       Agreement shall be subject to the following restrictions:

12.1.1 A Shareholder may at any time transfer all (but not less than all) of 
       its Shares to a Wholly-Owned Subsidiary, provided that such 
       Shareholder remains responsible to the other Shareholders for the 
       actions of its Wholly-Owned Subsidiary and hereby guarantees to the 
       other Shareholders that it will procure that such Wholly-Owned 
       Subsidiary acts in relation to such Shares as it would be required to 
       do under the terms of this Agreement and the Articles as if it were 
       still the holder of such Shares and that such Wholly-Owned Subsidiary 
       remains associated to it in the terms of the definition of a 
       Wholly-Owned Subsidiary contained in Clause 1.  SAIF may transfer all 
       (but not less than all) of its Shares to a SAIF Associate or Saifullah 
       Family member subject to the same terms, conditions and limitations 
       stated above, after SAIF has provided evidence that the SAIF Associate 
       is a SAIF Associate or the Saifullah Family member is a Saifullah 
       Family member as deemed in Clause 1.

12.1.2 A sale or transfer at any time of the shares of a Wholly-Owned 
       Subsidiary of SAIF, or a SAIF Associate to which Shares have been 
       transferred, or a transfer of an equity interest of 35% or more of 
       SAIF to persons other than the Saifullah family members named in 
       Clause 1, shall be deemed a transfer of Shares subject to the 
       provisions of Clauses 12.1.4 through 12.1.7.


                                       14

<PAGE>


12.1.3 The Shareholders shall procure that no transfer of any Shares to a 
       person other than a Wholly-Owned Subsidiary or a SAIF Associate or 
       Saifullah Family member shall be registered until the transferee has 
       agreed to be bound by the terms of this Agreement by executing a deed 
       of adherence substantially in the form set out in Exhibit C.

12.1.4 A Shareholder may transfer all of its Shares, or any portion thereof 
       equal to or greater than 10% of the total paid up share capital of the 
       Company, provided, however, that the transferring Shareholder retains 
       not less than 10% of the total paid up share capital after such 
       transfer, except for SAIF, who may transfer only all and not less than 
       all of its Shares, to a third party in accordance with the provisions 
       of Clauses 12.1.5 through 12.1.7. If any Shareholder ("Offering 
       Shareholder") desires to transfer all of its Shares, or any portion 
       thereof equal to or greater than 10% of the total paid up share 
       capital of the Company ("Offered Shares"), provided, however, that the 
       transferring Shareholder retains not less than 10% of the total paid 
       up share capital after such transfer, it shall so notify in writing 
       ("Transfer Notice") the other Shareholders ("Remaining Shareholders") 
       and the Board of its desire to sell the Offered Shares at a specified 
       price ("Prescribed Price"). If the proposed transfer is to a third 
       party, then the Transfer Notice shall include a copy of the bona fide 
       offer for such Shares by the proposed third party transferee, which 
       copy shall include the identity of the third party, and its beneficial 
       owner (if applicable), and all of the terms and conditions of the 
       offer, including but not limited to the price per Share offered, all 
       guarantees of Company debt offered and/or loans to the Company, or 
       assumptions thereof, which would be undertaken.  In the case of a bona 
       fide offer to purchase the Offered Shares by a third party, the 
       Prescribed Price shall be the price offered by the third party. If 
       there is no offer by a third party, the Prescribed Price shall be the 
       price stated in the Transfer Notice.

12.1.5(a)  The Remaining Shareholders shall have a period of thirty (30) days 
           from the date of receipt of such Transfer Notice to notify the 
           Board and each of the other Remaining Shareholders in writing 
           whether they desire to purchase the Offered Shares from the 
           Offering Shareholder at the Prescribed Price and on the same terms 
           and conditions relating to all guarantees of Company debt offered 
           (with a demonstration that said guarantee is of equal validity 
           with that offered by the third party) and/or the provision of 
           loans to the Company or assumptions thereof which would be 
           undertaken. If each of the Remaining Shareholders indicates its 
           desire to purchase the number of Offered Shares which is pro rata 
           to its proportionate shareholding in the Company, the transfer of 
           the Offered Shares pursuant to this subparagraph (a) shall be 
           completed within 30 days of the expiry of the 30-day period within 
           which the Remaining Shareholders have to notify the Board and each 
           of the other Remaining Shareholders of their desire to purchase 
           the Offered Shares.

      (b)  If any of the Remaining Shareholders is interested in making an 
           offer, but disagrees with the Prescribed Price, it may call for an 
           appraisal of the Shares pursuant to Clause 12.4. Any third party 
           appraisal of the Company shall be concluded within 30 days of a 
           request for appraisal having been made. A Remaining Shareholder 
           may withdraw its offer to purchase within five days after the 
           Share price is determined by appraisal by notifying the other 
           Remaining Shareholders and the Board of such withdrawal. Those 
           Remaining Shareholders who approve of the appraised Share price 
           shall notify the other Remaining Shareholders and the Board of 
           their desire to purchase the Offered Shares at such price within 
           the said five days. The Offering Shareholder shall 

                                       15

<PAGE>

           not be obliged to sell the Offered Shares to the Remaining 
           Shareholders unless all (but not less than all) of the Offered 
           Shares shall be purchased by the Remaining Shareholders.

      (c)  In exercising any purchase right hereunder, a Shareholder may 
           purchase all, but not less than all, of the number of Offered 
           Shares, as applicable, in proportion to its then shareholding in 
           the Company (its first round pro rata share). If less than all of 
           the Remaining Shareholders exercise their purchase right, those 
           Shareholders that have exercised their right to purchase may, 
           within five days after the expiry of the 30-day period referred to 
           in subparagraph (a) above, or the five-day period referred to in 
           subparagraph (b) above, as the case may be, elect to purchase the 
           Offered Shares which are not taken up by the uninterested 
           Shareholders in the proportion that the number of Shares held by 
           each of them bears to the aggregate number of Shares held by the 
           Remaining Shareholders who have indicated their desire to purchase 
           the Offered Shares. This process shall be repeated until the 
           entire amount of Offered Shares are purchased. If all of the 
           Offered Shares are not elected for purchase by the Remaining 
           Shareholders, the right to purchase the Offered Shares shall 
           lapse. Subject thereto, the transfer of the Offered Shares 
           pursuant to this Clause shall be completed within thirty (30) days 
           of the Remaining Shareholders' election under this Clause, or 
           within thirty (30) days of completion of an appraisal, whichever 
           is later. Notwithstanding the result of any third party appraisal, 
           in the event there is no bona fide third party offer, but an 
           Offering Shareholder is interested in selling its Shares, such 
           Offering Shareholder and the Remaining Shareholders shall be free 
           to determine a mutually satisfactory price based on negotiation 
           between the buying and selling sides.

12.1.6     If no purchase of the Offered Shares is made by the Remaining 
           Shareholders within the thirty (30) day time limit provided for in 
           Clause 12.1.5, then the Offering Shareholder shall be free for a 
           period of three months from the expiry of the thirty day period, 
           to transfer or dispose of the Offered Shares to the third party 
           named In the Transfer Notice or, if there were none, to any entity 
           in a bona fide sale at any price not being less than the 
           Prescribed Price (after deductions, as appropriate, for any 
           dividends declared or made after the date of the Transfer Notice 
           and to be retained by the Offering Shareholder) and on terms no 
           more favorable than those offered in the Transfer Notice relating 
           to such Offered Shares; PROVIDED that the Offering Shareholder 
           shall not be entitled to transfer any of the Offered Shares to a 
           third party unless all of the Offered Shares are so transferred to 
           that third party.

12.1.7     In the event the Offering Shareholder is unable to find a third 
           party buyer (as provided in Clause 12.1.6 above) willing to 
           purchase the Offered Shares at the Prescribed Price but has 
           located a third party buyer willing to purchase the Offered Shares 
           at a price lower than the Prescribed Price and/or on terms more 
           favorable than those offered in the Transfer Notice ("Revised 
           Offer"), the Offering Shareholder shall notify the Remaining 
           Shareholders in writing of the Revised Offer and the Remaining 
           Shareholders shall have fourteen (14) days from the date of 
           receipt of the notice containing the terms of the Revised Offer to 
           agree to purchase and thirty (30) days to purchase the Offered 
           Shares at the price and on the same terms as those contained in 
           the Revised Offer in accordance with the procedure set forth in 
           Clause 12. 1.5. If the Remaining Shareholders fail to exercise 
           their option to purchase the Offered Shares as provided by this 
           Clause, then the Offering Shareholder shall be free to sell the 
           Offered Shares to the third party buyer 

                                       16

<PAGE>


           within three months of the date of the notice given by the 
           Offering Shareholder containing the terms of the Revised Offer, on 
           such terms.

12.1.8     If and when SAIF shall cease to hold any Shares, whether directly 
           or through any other Wholly-Owned Subsidiary, then any third party 
           to whom such Shares shall have been transferred, to the extent 
           such third party shall own less than one-ninth of the issued and 
           outstanding Shares, shall not be entitled to nominate a Director 
           to the Board or be protected by the provisions of this Agreement, 
           but shall be required to enter into an agreement acceptable to 
           IWCPL and MOTOROLA relating to payment of its share of the funding 
           requirements (i.e., equity calls, Shareholder loans and guarantees 
           of third-party debt) of the Company.

12.2       No Shareholder shall without the written consent of the other 
           Shareholders create or permit to arise any mortgage, charge, 
           pledge, lien or other encumbrance over any of its Shares.

12.3       Any Change of Legal Control, as hereafter defined, shall be deemed 
           a transfer subject to Clauses 12.1.3 through 12.1.7, whereby the 
           Shareholder whose legal control is changed shall be deemed an 
           Offering Shareholder, the other Shareholders shall be deemed the 
           Remaining Shareholders, the Transfer Notice shall be a written 
           notice from any Shareholder to the other Shareholders notifying 
           them that a Change of Legal Control has occurred and the 
           Prescribed Price shall be determined by appraisal pursuant to 
           Clause 12.4. With respect to MOTOROLA or an Associate of MOTOROLA, 
           a Change of Legal Control shall have occurred when the entity(ies) 
           ultimately controlling MOTOROLA or its Associate on the date it 
           becomes a party to this Agreement ceases to hold 65% or more of 
           the issued and outstanding common stock of MOTOROLA or of its 
           Associate. With respect to IWCPL, a Change of Legal Control shall 
           occur when AIF, IWC and the other shareholders of IWCPL on the 
           date of this Agreement, and/or their respective Associates, in the 
           aggregate, cease to hold more than half of the issued share 
           capital of IWCPL. This provision shall apply as well to any 
           Associate of a Shareholder to which Shares are transferred under 
           Clause 12.1 even if such Associate does not become a party to this 
           Agreement; provided, however, a change of control for an Associate 
           shall occur if it ceases to fit the definition of an Associate in 
           Clause 1.

12.4.1     Appraisers appointed in connection with the sale of Shares under 
           this Clause 12 shall in all instances be qualified in the 
           appraisals of businesses such as the Company. Appraisal shall be 
           made on the basis of the Company as an ongoing business, for a 
           transaction between a willing buyer and willing seller, and 
           subject to the conditions of the License.

12.4.2     In the event the parties cannot agree upon the selection of an 
           appraiser within 30 days of the call for an appraisal, the 
           Offering Shareholder shall select an appraiser and the RemainIng 
           Shareholders shall select an appraiser within 15 days thereafter. 
           The appraisers shall each determine a value for the Shares within 
           30 days after they are appointed. If the two appraisers do not 
           agree but their valuations are within ten percent of one another, 
           then their valuations shall be averaged and the average shall be 
           the valuation price. If their valuations are more than ten percent 
           apart, then the two appraisers shall appoint a third appraiser. If 
           the third appraiser's valuation is not the same as either of the 
           first two valuations, then the two closest appraised values shall 
           be averaged and the result shall be deemed the price established 
           by the appraisers.


                                       17

<PAGE>

12.4.3    The cost of one appraiser appointed jointly by the parties, or a 
           third appraiser appointed by the first two appraisers shall be 
           divided with the Offering Shareholder paying one half and the 
           Remaining Shareholders paying the other half, based on the 
           proportion that the number of Shares held by each of them bears to 
           the aggregate number of Shares held by all the Remaining 
           Shareholders who have indicated their desire to purchase Shares 
           (whether or not any such Remaining Shareholders may subsequently 
           withdraw their offers to purchase any Shares after the appraisal 
           has been completed). In the event the Offering Shareholder 
           appoints one appraiser and the Remaining Shareholders appoint one, 
           they each shall bear the cost of the one they appointed. 
           Notwithstanding the foregoing, in the event an Offering 
           Shareholder withdraws its offer to sell Shares after the 
           appointment of appraisers, such Shareholder shall bear the full 
           cost of all of the appraisers theretofore appointed.

12.5.1     Notwithstanding the provisions of this Clause 12, no transfer of 
           Shares shall be allowed:

          (a)  to any Competitor, unless this provision is expressly waived 
               in writing by all the other Shareholders, or

          (b)  to any person who is prohibited by law or regulation from 
               being a participant in the holder of the License or if the 
               transfer would result in grounds for revocation of the License.

12.5.2     Any transfer of Shares permitted by this Agreement shall be 
           subject to whatever government or regulatory approvals as may be 
           necessary to ensure the continued validity of the License. The 
           Directors shall be bound, upon transfer of Offered Shares in 
           accordance with this Clause 12 and upon payment in full for the 
           Offered Shares (whether by the Remaining Shareholders or by a 
           third party), to register such transfer.

12.6       Notwithstanding anything to the contrary contained in this 
           Agreement, IWCPL shall have the right (i) to freely transfer all 
           of its Shares to all of its individual shareholders upon the 
           occurrence of a deadlock among the shareholders of IWCPL, provided 
           that (;c) the board of IWCPL shall have notified the other 
           Shareholders in writing of the existence of the deadlock, and (y) 
           each of the individual shareholders of IWCPL shall agree to be 
           bound by the terms of this Agreement by executing a deed of 
           adherence substantially in the form set out in Exhibit C, and (ii) 
           as separately agreed to by the Parties, to freely transfer a 
           portion of its Shares to any of its shareholders which default in 
           making their pro rata share of any capital contributions or 
           shareholder loans to be made by IWCPL to the Company. In each 
           case, the rights of first refusal provisions of this Clause 12 
           shall not apply to any such transfer, and the parties shall cause 
           their Directors to register any such transfer and take all such 
           other actions as may be necessary or desirable to effect such 
           transfers.

13.        CONFIDENTIALITY 

13.1       All trade secrets, know-how and other confidential information of 
           the Company and !of the Shareholders shall be kept confidential 
           and, except to the extent that any such information shall be or 
           become part of the public domain (other than as a result of a 
           breach by a Shareholder of this Clause), such information shall 
           not be disclosed in whole or in part by any Shareholder to any 
           person other than:

                                       18

<PAGE>


           (a) to the respective Associates of the Shareholders and their 
               representatives, directors, officers, employees and auditors 
               if required for the business of the Company; or 

           (b) as required by law, or as is reasonably necessary for the 
               proper carrying on of the business of the Company; or

           (c)  as is necessary in relation to a proposed sale of any Shares 
               by a Shareholder, 


           PROVIDED THAT any Shareholder proposing to disclose information to 
           any person (other than to an Associate) shall, prior to the 
           proposed disclosure, unless the other Shareholders agree in 
           writing to the contrary, procure a covenant from that person in 
           favor of the Shareholders, to the effect that the person will 
           comply with the provisions of this Clause 13.

13.2       This obligation shall survive the termination of this Agreement.

14.        NON COMPETITION 

14.1       Save as otherwise agreed among the Shareholders, until the 
           termination of this Agreement, the Shareholders shall not, and 
           shall procure that their Associates and shareholders, and the 
           Associates of their shareholders, shall not, and shall use 
           reasonable endeavors to procure that their directors, officers and 
           key employees and the directors, officers and employees of their 
           Associates, shareholders and Associates of shareholders shall not, 
           engage in any business in Pakistan which provides, or participates 
           in providing, telecommunications services directly competitive 
           with the businesses undertaken or agreed to be undertaken by the 
           Company, as set forth in Schedule 14.1 attached hereto. 
           Notwithstanding the foregoing, it is expressly agreed that AIF 
           shall not be bound by this Clause 14, provided the following is 
           adhered to:

           (a) AIF shall promptly disclose to the Board that there is a 
               conflict of interest and shall thereafter in all instances 
               refrain from attending any relevant discussions, including any 
               meeting of the Board or of Shareholders where such matter 
               causing the conflict of interest is being considered.

           (b) If AIF engages in a business that would breach the 
               non-competition provision if it were otherwise bound thereby, 
               then (i) AIF must notify the Company of its interest in the 
               competing business as soon as it is able to do so without 
               violating any confidentiality obligations, (ii) a fire wall 
               (or Chinese wall) will be created, for example, different 
               persons will serve as the AIF nominees on the board of the 
               Company and the board (or similar governing body) of the 
               competing business, and there will not be any exchange of 
               information between the AIF employees or officers that handle 
               AIF's investments in the Company and those engaged in the 
               competing business, (iii) the Board shall take such fair and 
               reasonable measures to ensure that no sensitive information 
               that it determines could give a competitive advantage to a 
               competitor is transmitted to AIF, including but not limited to 
               exclusion of AlF from any Shareholders' and/or Board meetings, 
               and (iv) AIF shall ensure that at all times its nominees on 
               the Board will exercise their voting rights in accordance with 
               their fiduciary duty to the Company.

                                       19

<PAGE>

     Without limiting the generality of the foregoing, if (i) the Company and 
     the competing business are proposing to make independent bids for 
     licenses or other rights that are being offered by the Government of 
     Pakistan, (ii) AIF wishes to participate in both bids through its 
     investment in the Company and the competing business, and (iii) the 
     Shareholders deem that AIF's participation in both bids would be harmful 
     to the interests of the Company, then (x) the Board shall take such fair 
     and reasonable measures to ensure that no information regarding the 
     Company's efforts to formulate the bid is transmitted to AIF, and (y) if 
     MOTOROLA, SAIF and IWC think it necessary or desirable, then instead of 
     the Company formulating a bid, MOTOROLA, SAI and IWC shall be entitled 
     to form another consortium, with or without any third parties, to make a 
     bid for such license or rights.

     (c)  The provisions of paragraph (h) without prejudice to AIF's 
          obligations or the obligations of AIF's nominees on the Board to 
          disclose the existence of any conflict of interest with respect to 
          any matter involving the Company and to recuse themselves from any 
          Shareholders' or Board discussion or vote on such matter.

14.2 If any Shareholder or any of its Associates ceases to be a Shareholder 
     for any reason other than the liquidation of the Company, or any party 
     ceases to be a shareholder of the Shareholder, that Shareholder shall 
     not, and shall procure that its Associates (and former shareholders) 
     shall not, and shall use reasonable endeavors to procure that their 
     directors, officers, key employees (or the directors, officers or key 
     employees of such former shareholders), or in the case of SAIF, 
     Saifullah Family members shall not, for a period of two years from the 
     date of such cessation directly or indirectly carry on or be interested 
     in any business in Pakistan which provides or participates in providing, 
     telecommunications services directly competitive with the businesses 
     undertaken or agreed to be undertaken by the Company, including 
     specifically but not limited to PCS, long distance services related to 
     cellular telephony, and any other mobile telephony services, at the time 
     of such Shareholder's ceasing to hold Shares.

14.3 For purposes of this Clause 14, the supply of cellular, two-way radio 
     (conventional and trunking) and/or radio paging equipment (and related 
     engineering, installation and maintenance services), either 
     infrastructure or subscriber units shall not be considered competitive 
     to the business of the Company. Furthermore, it is expressly understood 
     that neither Motorola nor any of its Associates shall be prohibited from 
     participating, either directly or indirectly, in the provision of 
     services in Pakistan using the telecommunications system known as 
     Iridium.

14.4 Notwithstanding the foregoing, the Shareholders and their Associates and 
     shareholders and the Associates of their shareholders may engage in any 
     manner in the businesses set forth in Schedule 14.2 attached hereto.

14.5 A Shareholder or its Associates or shareholders or the Associates of its 
     shareholders (a "Related Party") may not, without the prior written 
     consent of the other Shareholders, engage in Pakistan in any of the 
     businesses set forth in Schedule 14.3 attached hereto. If such 
     Shareholder or any of its Related Parties wishes to engage in any such 
     business, the relevant Shareholder shall give notice to the other 
     Shareholders, indicating the nature of the business it or its Related 
     Party wishes to engage in, the other persons that it wishes to cooperate 
     with in such business, and a general description of the proposed form of 
     participation in such business. The other Shareholders shall give their 
     response within 


                                       20

<PAGE>

     90 days after the date of receipt of such notice. If any of the other 
     Shareholders fails to respond to such notice, it shall be deemed to have 
     given its consent to the requesting Shareholder's or its Related Party's 
     engaging in the business described in the notice.

15.  PROTECTION OF NAME 

15.1 In the event that a Shareholder or any of its Associates ceases to be a 
     Shareholder, the Remaining Shareholders shall take such steps within a 
     reasonable period of time as may be necessary to procure the Company to 
     remove any reference to the first mentioned party's name in the name or 
     business description of the Company.

15.2 For so long as Motorola or any of its Associates is a Shareholder, the 
     Company may use the tradenarne or mark "Motorola" in the phrase "A 
     Motorola Network" in conjunction with the Company's tradename, 
     "Mobilink". The Company may not use the "Motorola" name or mark in any 
     other manner without the express consent of Motorola.

16.  TERMINATION 

16.1 Save as otherwise provided, this Agreement shall continue indefinitely. 

16.2 This Agreement shall terminate with respect to any Shareholder upon such 
     Shareholder or any of its Wholly-Owned Subsidiaries or, in the case of 
     SAIF, a SAIF Associate or a member of the Salfullah Family, ceasing to 
     be a Shareholder by reason of a transfer of Shares pursuant to Clause 
     12.1 or by reason of an Event of Default occurring as set forth below in 
     Clause 16.3, and shall terminate with respect to all the Shareholders 
     upon the Company being wound up or otherwise dissolved. Unless the 
     Shareholders determine otherwise, this Agreement shall terminate and the 
     Company shall be dissolved in the event the License to operate the 
     cellular telephone business in Pakistan is terminated or the Company 
     otherwise loses the right to effectively use the License. 

16.3 Each of the following events shall constitute an Event of Default 
     hereunder with respect to a Shareholder: 

     (a)  the voluntary filing of a petition in bankruptcy, winding up, or 
          insolvency or the like by a Shareholder, or the making of an 
          arrangement with the Shareholders' creditors, the liquidation, 
          dissolution or winding up of the Shareholder otherwise than 
          pursuant to an internal reorganization of the Shareholder, the 
          appointment of a receiver over its assets or the incurrence of some 
          analogous action as a consequence of the Shareholders' debt; 

     (b)  the purported sale, pledge, encumbrance or other disposition by a 
          Shareholder of any of its Shares (including the purported transfer 
          of a controlling interest in the ownership of the entity ultimately 
          controlling the Shareholder which is a Party hereto or a 
          Wholly-Owned Subsidiary of said Shareholder to which Shares have 
          been transferred, pursuant to Clause 12.1.1) other than in 
          accordance with the terms of this Agreement, unless agreed to by 
          all the other Parties; 

     (c)  the breach by a Shareholder of any of its obligations under Clauses 
          13 and 14, or breach of any representation or warranty under this 
          Agreement which (if capable of remedy) is not remedied within 60 
          days after receipt of notice of breach from a non breaching 
          Shareholder requiring it to remedy the breach; or 

                                       21

<PAGE>

        (d)  the failure by a Shareholder promptly on the due date, or within 
        a reasonable time thereafter not to exceed sixty (60) days from the 
        due date, to provide capital contributions or Shareholder loans which 
        it has agreed to provide pursuant to Clause 9.1 of this Agreement. 

16.4    Any such termination under this Clause shall be without prejudice to 
        the accrued rights of the Parties under this Agreement against each 
        other.

16.5(a) Upon the occurrence of an Event of Default by a defaulting 
        Shareholder, the non defaulting Shareholders may terminate, at the 
        end of any cure period (or earlier if there is no specified cure 
        period), this Agreement with respect to a defaulting Shareholder by 
        notice to the defaulting Shareholder, and the non-defaulting 
        Shareholders shall have the right by notice to the defaulting 
        Shareholder to purchase within 60 days of the date of said notice all 
        of the Shares of such Shareholder at a price equal to fifty percent 
        of the fair market value of the Shares (as established by an 
        independent appraiser acceptable to all Shareholders), minus the cost 
        of such independent appraisal in the proportion that the number of 
        Shares held by each nondefaulting Shareholder bears to the total 
        number of Shares held by all the nondefaulting Shareholders. If the 
        Shareholders cannot agree on a single appraiser, the non-defaulting 
        Shareholders shall appoint one appraiser, the defaulting Shareholder 
        shall appoint one appraiser, each side being responsible for the cost 
        thereof and, in the case of the non-defaulting Shareholders, they 
        shall bear the costs of their appointed appraiser equally. If the two 
        appraisals are within 10 percent of each other, then the fair market 
        value shall be the average of the two appraisals. If the two 
        appraisals are apart by more then 10 percent, then the two appraisers 
        shall appoint a third appraiser. The fair market value shall be the 
        valuation price of the independent third appraiser averaged with the 
        price closest to his of the other two appraisers. The cost of the 
        third appraisal shall be deducted from the purchase price to be paid 
        to the defaulting Shareholder.

        (b)   The Board is hereby appointed as the agent of any defaulting 
             Shareholder for administration of the sale and purchase of the 
             Shares, and any Director is hereby irrevocably authorized by 
             such Shareholder to sign any document and take any action 
             required to effect such sale and purchase. Upon such purchase, 
             the defaulting Shareholder's interest in the Company shall 
             terminate; however, such termination shall be without prejudice 
             to the rights of the other Shareholders pursuant to any and all 
             remedies available for damages caused by the defaulting 
             Shareholder by reason of an Event of Default as defined in 
             Clause 16.3.

17.     GENERAL WARRANTIES REPRESENTATIONS AND UNDERTAKINGS

        Each Shareholder represents and warrants to the others that:

17.1    It is a corporation duly incorporated, validly existing and in good 
        standing in its country of incorporation; and has the corporate power 
        and authority to enter into and perform this Agreement.

17.2    The execution, delivery and performance of this Agreement has been 
        duly authorized by all necessary corporate or other action and the 
        persons signing this Agreement are duly authorized to do so on its 
        behalf.

                                       22

<PAGE>

17.3    No governmental authorization, license, consent or the like is 
        required for the execution and performance of this Agreement, except 
        such as have been obtained.

17.4    This Agreement and the performance hereof by the Shareholder does not 
        conflict with any provisions of its charter, bylaws or any material 
        contract or agreement to which it is a party or by which it or its 
        properties are bound, and does not violate any law or any rule or 
        regulation of any administrative agency or governmental body or any 
        order, writ, injunction or decree of any court, administrative agency 
        or governmental body applicable to it or its properties.

18.     MISCELLANEOUS

18.1    Assignment

        This Agreement shall be binding upon and shall inure to the benefit 
        of the parties, their successors and assigns, provided that the 
        rights and obligations of this Agreement may not be assigned or 
        transferred in whole or in part by any Shareholder without the 
        consent of the other Shareholders (except as provided in Clause 
        12.1), provided however, that IWCPL shall have the right to transfer 
        Shares held by it to a company which is held in the same proportions 
        as IWCPL by AIF and IWC and that IWCPL shall be further entitled to 
        assign all of its rights and obligations hereunder to such company 
        without the consent of any other Shareholder.

18.2    Implementation of Agreement Each Shareholder agrees that it will at 
        all times:

        (a)  use all means reasonably available to it (including its voting 
             power direct or indirect in relation to the Company) so as to 
             ensure that the Company and any Director of the Company 
             nominated by it (and any alternate of such Director) shall 
             implement the provisions of this Agreement relating to the 
             Company;

        (b)  cooperate in good faith and execute such documents and take such 
             action as may be reasonably required to give full effect to the 
             provisions and intent of this Agreement; and

        (c)  use its best endeavors to develop and expand the business of the 
             Company. 

18.3    No Agency or Partnership

        Nothing contained in or relating to this Agreement shall or shall be 
        deemed to constitute a partnership or agency relationship between any 
        of the Parties.

18.4    Arbitration

18.4.1  All disputes which arise out of or in connection with this Agreement 
        shall be submitted for final and binding arbitration in Paris, France 
        to be conducted by the International Chamber of Commerce ("ICC"), in 
        accordance with the UNCITRAL Arbitration Rules, and in accordance 
        with its procedural rules, PROVIDED, however, that the following 
        shall apply:

                                       23

<PAGE>


        (a)  all proceedings shall be conducted in English and a daily 
             transcript in English shall be prepared;

        (b)  each side to the dispute shall select one arbitrator, and these 
             arbitrators shall jointly select an additional arbitrator, who 
             shall concurrently serve as Chairman of the arbitration panel, 
             provided however, that if the arbitrators chosen by the parties 
             to the dispute cannot agree on the additional arbitrator, such 
             additional arbitrator shall be selected by the ICC (in the event 
             there are multiple parties on a particular side of the dispute, 
             they shall agree within 15 days from the demand for arbitration 
             on a single arbitrator to be appointed for their side of the 
             dispute, and if the parties fail to agree on the appointment of 
             the arbitrator for their side, the ICC shall appoint the 
             arbitrator for their side);

        (c)  the arbitrators shall be fluent in the English language; and

        (d)  the English-language text of this Agreement shall be used in the 
             arbitration proceedings.

18.4.2  The arbitration award shall be final and binding on the Parties. The 
        costs of arbitration and the party(ies) who should pay such costs 
        shall be determined by the arbitration panel. Any award of the 
        arbitrators shall be enforceable by any court having jurisdiction 
        over the Party or Parties against which the award has been rendered, 
        or wherever the assets of the Party or Parties against which the 
        award has been rendered are located.

18.5    COMPLIANCE WITH LAWS

        The Shareholders shall ensure that the Company shall at all times 
        conduct its business in compliance with all applicable laws, 
        regulations, and authorizations of all relevant governmental 
        authorities, including those of Pakistan and the United States, to 
        the extent that such are applicable because of the participation of 
        MOTOROLA and via IWCPL, of IWC, provided that the Company is advised 
        of such laws in writing and provided further that such laws do not 
        conflict with any of the laws of Pakistan. In particular, the 
        Shareholders shall ensure that the Company and each of its officers, 
        Board members, employees, agents and distributors comply with all 
        applicable laws prohibiting corrupt practices in obtaining any 
        consents, licenses, approvals, authorizations, rights, privileges or 
        benefits in respect of the Company's business, shall ensure the 
        integrity and accuracy of the recordkeeping practices of the Company, 
        and that the Company's business is otherwise conducted in compliance 
        with all applicable laws. The Company will not do business with any 
        distributor, agent, customer or other person where the Company knows 
        or suspects that payoffs or similar practices are or will be involved 
        in doing such business.

18.6    Notices

        All notices, requests, demands, claims, and other communications 
        hereunder shall be in writing, sent by registered or certified mail, 
        return receipt requested, postage prepaid, addressed to the intended 
        recipient as set forth below and shall be deemed duly given upon 
        actual receipt:

        if to Motorola:


                                       24

<PAGE>
     
     J. Michael Norris
     Vice President
     Motorola International Development Corporation
     425 Martingale Rd.
     Schaumburg, IL, 60173
     Facsimile Number: (847) 435-3915
     
     if to IWCPL:
          
     Hugh McClung, Vice President
     International Wireless Communications Pakistan Limited
     c/o 1 2/F Sun Hung Kai Centre
     30 Harbour Road
     Wanchai, Hong Kong
     
     John Troy
     Executive Director
     Asian Infrastructure Fund Advisors Limited
     Suite 2302-03, Nine Queen's Road Central
     Hong Kong
     
     with a copy to Antonio Y.P.Yeung
     (same address as for John Troy)
     if to SAIF:
     Javed Saifullah Khan
     SAIF Telecom (PVT) Limited 4th F1., Kulsum Plaza
     42 Blue Area,
     Islamabad, Pakistan
     Facsimile number:

     Any Party may send any notice, request, demand, claim or other 
     communication hereunder to the intended recipient at the address or 
     number 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 fully duly 
     given unless and until it actually is received by the intended 
     recipient. Any Party may change the address or number to which any 
     communication hereunder is delivered by giving the other Parties notice 
     in the manner set forth herein.

18.7 Severability

     If any term or provision of this Agreement shall be found to be invalid 
     or unenforceable for any reason, the other terms or provisions shall not 
     be affected and such invalid or unenforceable term shall be deemed to be 
     deleted.

18.8 Inconsistency

     In the event of any conflict or inconsistency between the Articles and 
     any - provisions of this Agreement the provisions of this Agreement 
     shall prevail.

18.9 Counterparts


                                       25

<PAGE>

       This Agreement may be executed in multiple counterparts, each of which 
       when fully executed shall be deemed an original for all purposes.

18.10  Integration

       This Agreement, and the Exhibits and Schedules attached hereto, 
       constitute the entire agreement of the Parties relating to the subject 
       matter hereof and any prior negotiations and/or other agreements among 
       the Parties relating to this subject matter, including but not limited 
       to the original Shareholders Agreement dated June 3rd, 1993, are 
       hereby superseded by and integrated into this Agreement. This 
       Agreement shall not be released, discharged or modified in any manner 
       except by an instrument in writing signed by the duly authorized 
       officers or representatives of the Parties hereto.

18.11  Governing Law

       This Agreement shall be governed by and construed in accordance with the
       law of Pakistan.

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

SIGNED by:

for and on behalf of                            for and on behalf of           
SAIF TELECOM                                    INTERNATIONAL WIRELESS         
(PVT) LIMITED                                   COMMUNICATIONS PAKISTAN 
LIFTED 


Witnessed by:
              ------------------------------

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


for and on behalf of
MOTOROLA INTERNATIONAL DEVELOPMENT CORPORATION

Witnessed by:
              ------------------------------

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


                                       26

<PAGE>

            EXHIBIT A TO RESTATED AND AMENDED SHAREHOLDERS AGREEMENT
     
Formula using generally accepted accounting principles in effect in the 
United States and Pakistan, for computing surplus cash: 

Profit before interest and taxes

-    depreciation
-    amortization
-    interest paid
-    taxes paid
+/-  changes in working capital
-    capital purchases under the Business Plan
-    cash needs in future years (computed under the same formula)
-    any mandatory legal reserves and prudent reserves
-    current portion of long term debt
---------------------------------------------------------------------
=  Surplus Cash, if any, available for distribution


                                       27

<PAGE>

                                  SCHEDULE 14.1
                         DIRECTLY COMPETITIVE BUSINESSES

     GSM, PCN, PCS, COMA, AMPS and other forms of cellular wireless 
technology, long distance services related to mobile telephony and any other 
mobile telephony services.

     
                                  SCHEDULE 14.2
                           NON-COMPETITIVE BUSINESSES

     The provision of paging, trunking, two-way radio, mobile data 
services, fixed wire local loop, and Iridium -TM- or any other 
satellite-based telecommunication services.

     Any business that is not within the scope of telecommunications services.
     

                                  SCHEDULE 14.3
                       POTENTIALLY COMPETITIVE BUSINESSES

     International Gateway.


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