<PAGE>

                                                                    EXHIBIT 10.1

THIS WARRANT AND THE SHARES OF CLASS B COMMON STOCK PURCHASABLE HEREUNDER HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE SOLD, OFFERED
FOR SALE OR OTHERWISE TRANSFERRED UNLESS REGISTERED OR QUALIFIED UNDER SAID ACT
AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION IS AVAILABLE AND AN
OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE CORPORATION IS DELIVERED TO SUCH
EFFECT.

THESE SECURITIES ARE SUBJECT TO MANDATORY REDEMPTION BY THE CORPORATION.  SUCH
REDEMPTION CAN BE ACCOMPLISHED WITHOUT THE CERTIFICATES REPRESENTING SUCH
SECURITIES BEING SURRENDERED AND WHETHER OR NOT THE CORPORATION GIVES NOTICE OF
SUCH REDEMPTION.  THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH HOLDER WHO
SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING,
OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND
THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR
RIGHTS.

AS SPECIFIED HEREIN AND IN THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF THE CORPORATION AND THE STOCKHOLDERS AGREEMENT, DATED AS OF DECEMBER 17,
1999, BY AND AMONG THE CORPORATION AND CERTAIN STOCKHOLDERS OF THE CORPORATION,
THE TRANSFERABILITY OF THESE SECURITIES IS SUBJECT TO RESTRICTION.

      Void after 5:00 p.m., New York, New York Time, on December 17, 2009.
             (Subject to earlier termination upon an Approved Sale)


                              WARRANT TO PURCHASE
                                   SHARES OF
                              CLASS B COMMON STOCK

                                       OF

                               IWO HOLDINGS, INC.

     This is to certify that, FOR VALUE RECEIVED, ___________ ("Holder"), is
                                                                ------
entitled to purchase, subject to the provisions of this Warrant, from IWO
Holdings, Inc., a Delaware corporation ("Holdings"), up to 3,942.8571 fully
                                         --------
paid, validly issued and nonassessable shares of Class B Common Stock, $0.01 par
value per share (the "Class B Common Stock"), at the exercise price of
                      --------------------
$172.34043 per share until December 17, 2009, subject to earlier termination
upon an Approved Sale.  The number of shares of Class B Common Stock to be
received upon the exercise of this Warrant and the price to be paid for each
share of Class B Common Stock are
<PAGE>

subject to adjustment as hereinafter set forth. The shares of Class B Common
Stock deliverable upon such exercise, and as adjusted from time to time, are
hereinafter sometimes referred to as "Warrant Shares," and the exercise price
                                      --------------
for a share of Class B Common Stock, as adjusted from time to time is
hereinafter sometimes referred to as the "Exercise Price."
                                          --------------

     1.  CERTAIN DEFINITIONS.  As used herein, the following terms shall have
         -------------------
the following meanings:

     "40% IRR Warrant" means Warrant with respect to 1,971.42855 shares of Class
      ---------------
B Common Stock.

     "60% IRR Warrant" means Warrant with respect to 1,971.42855 shares of Class
      ---------------
B Common Stock.

     "Affiliate" means (a) any Person which, directly or indirectly, is in
      ---------
control of, is controlled by, or is under common control with, such Person or
(b) any Person who is a director or officer (i) of such Person, (ii) of any
Subsidiary of such Person or (iii) of any Person described in clause (a) above.
For purposes of this definition, "control" of a Person means the power, directly
or indirectly, (x) to vote 50% or more of the securities having ordinary voting
power for the election of directors of such Person whether by ownership of
securities, contract, proxy or otherwise, or (y) to direct or cause the
direction of the management and policies of such Person whether by ownership of
securities, contract, proxy or otherwise.

     "Approved Sale" means a transaction or a series of related transactions
      -------------
which results in a change of economic beneficial ownership of Holdings or its
business of greater than 50% (disregarding for this purpose any disparate voting
rights attributable to the outstanding stock of Holdings), whether pursuant to
the sale of the stock of Holdings, the sale of all or substantially all of the
assets of Holdings, or a merger or consolidation; provided that a sale of stock
by an Initial Stockholder to (i) another Initial Stockholder or Affiliate
thereof, or (ii) a non-U.S. entity with respect to which an Initial Stockholder
or Affiliate thereof has an administrative relationship shall be disregarded
when determining if an Approved Sale has occurred.

     "Certificate of Incorporation" means the Amended and Restated Certificate
      ----------------------------
of Incorporation of Holdings, dated December 17, 1999, as amended from time to
time.

     "Class A Common Stock" means the Class A common stock of Holdings, $0.01
      --------------------
par value per share.

     "Class B Common Stock" is defined in the preamble.
      --------------------

     "Class D Common Stock" means the Class D common stock of Holdings, $0.01
      --------------------
par value per share.

     "Common Stock" means the common stock of Holdings, $0.01 par value per
      ------------
share.

     "Dilution Event" is defined in Section 7(a).
      --------------

     "Exercise Price" is defined in the Preamble.
      --------------

                                       2
<PAGE>

     "Holder" is defined in the Preamble.
      ------

     "Holdings" is defined in the preamble.
      --------

     "Holdings Notice" is defined in Section 2(b).
      ---------------

     "Initial Investors" means the owners of the Class A Common Stock, the Class
      -----------------
C Common Stock and the Class D Common Stock as of the date hereof, other than
Paribas North America, Inc.

     "Initial Investors Cash-Out" is defined in Section 2(a).
      --------------------------

     "Initial Investors Investment" means the investment in Holdings that the
      ----------------------------
Initial Investors have made on the date hereof.

     "Initial Public Offering" means the effectiveness after December 31, 1999
      -----------------------
of a registration statement under the Securities Act on any of Forms S-1, S-2,
S-3 or any similar successor form covering any of the Stock, and the completion
of a sale of such Stock thereunder, (i) following which Holdings is, or becomes,
a reporting company under Section 12(b) or 12(g) of the Exchange Act, and (ii)
as a result of which the Common Stock is traded on the New York Stock Exchange
or the American Stock Exchange, or quoted on the Nasdaq Stock Market or is
traded or quoted on any other national stock exchange.

     "Initial Stockholders" means the stockholders of Holdings who became
      --------------------
stockholders as of the Closing Date (including employees or directors of
Holdings or any Subsidiary who were granted options to purchase stock as of the
Closing Date) and any transferees of such stockholders described in clause (i)
or (ii) in the definition of Approved Sale.

     "Notice Date" is defined in Section 2(c).
      -----------

     "Notice of Exercise" is defined in Section 2(c).
      ------------------

     "Person" means an individual, partnership, joint venture, limited liability
      ------
company, corporation, trust, unincorporated organization or a government or any
department or agency thereof.

     "Securities Act" means the Securities Act of 1933, as amended, and the
      --------------
rules and regulations promulgated thereunder.

     "Subsidiary" means any joint venture, corporation, partnership or other
      ----------
entity as to which Holdings, whether directly or indirectly, has more than 50%
of the (i) voting rights or (ii) rights to capital or profits.

     "Supermajority Board Approval" means the affirmative vote of a majority of
      ----------------------------
the authorized number of directors including the affirmative vote of any two
directors who are Founders Designated Directors, the Odyssey Designated Director
or the Chief Executive Officer.

     "Transferee Holder" is defined in Section 5.
      -----------------

                                       3
<PAGE>

     "Warrant" means the rights granted by Holdings to the Holder pursuant
      -------
hereto to purchase Warrant Shares.

     "Warrant Shares" means the shares of Class B Common Stock purchased or
      --------------
purchasable by the Holder pursuant to the terms of this Warrant.

     2.  VESTING AND EXERCISE OF WARRANT.
         -------------------------------

     (a) The 40% IRR Warrant shall vest and become exercisable in full upon the
earliest to occur of the following:

         (i)   immediately prior to the closing of an Approved Sale pursuant to
     which the Initial Investors realize on the shares of Class A Common Stock,
     Class C Common Stock and Class D Common Stock (or Common Stock issued upon
     conversion thereof) sold by the Initial Investors in such Approved Sale an
     amount in cash greater than the product of 2 multiplied by the Initial
     Investors Investment and such amount represents a forty percent (40%)
     annual return on the Initial Investors Investment, compounded from the date
     hereof to the closing date of such Approved Sale;

         (ii)  immediately prior to the closing of an Approved Sale that (A) is
     prior to the closing of the Initial Public Offering and (B) is approved by
     less than a Supermajority Vote of the Board and such approval occurs on a
     date prior to the first anniversary of the date hereof; or

         (iii) if an Initial Public Offering has occurred, 90 days following the
     closing of a transaction or the last of a series of transactions that
     results in the Initial Investors having disposed of 50% of the shares of
     Class A Common Stock, Class C Common Stock and Class D Common Stock owned
     by them as of the date hereof (or Common Stock issued upon conversion
     thereof) (an "Initial Investors Cash-Out") and as a result of such
                   --------------------------
     transaction or the last of such series of transactions, the Initial
     Investors have realized in cash an amount greater than the product of 1.5
     multiplied by the Initial Investors Investment and such amount, together
     with the amount the Initial Investors could realize in the public sale of
     the remaining shares owned by the Initial Investors as of the date hereof,
     represents a forty percent (40%) annual return on the Initial Investors
     Investment, compounded from the date hereof to the date 90 days following
     the date of the Initial Investors Cash-Out.  The amount that could be
     realized by the Initial Investors in the public sale of such remaining
     shares shall be deemed to be an amount per share equal to the average
     closing sale price of the Common Stock as traded on the New York Stock
     Exchange or American Stock Exchange or as reported on the Nasdaq National
     Market over the 90-day period following the date of the Initial Investors
     Cash-Out.

     (b) The 60% IRR Warrant shall vest and become exercisable in full upon the
earlier to occur of the following:

                                       4
<PAGE>

         (i)   immediately prior to the closing of an Approved Sale pursuant to
     which the Initial Investors realize on the shares of Class A Common Stock,
     Class C Common Stock and Class D Common Stock (or Common Stock issued upon
     conversion thereof) sold by the Initial Investors in such Approved Sale an
     amount in cash greater than the product of 3 multiplied by the Initial
     Investors Investment and such amount represents a sixty percent (60%)
     annual return on the Initial Investors Investment, compounded from the date
     hereof to the closing date of such Approved Sale;

         (ii)  immediately prior to the closing of an Approved Sale that (A) is
     prior to the closing of the Initial Public Offering and (B) is approved by
     less than a Supermajority Vote of the Board and such approval occurs on a
     date prior to the first anniversary of the date hereof; or

         (iii) if an Initial Public Offering has occurred, 90 days following an
     Initial Investors Cash-Out and as a result of such transaction or the last
     of such series of transactions, the Initial Investors have realized in cash
     an amount greater than the product of 3 multiplied by the Initial Investors
     Investment and such amount, together with the amount the Initial Investors
     could realize in the public sale of the remaining shares owned by the
     Initial Investors as of the date hereof, represents a sixty percent (60%)
     annual return on the Initial Investors Investment, compounded from the date
     hereof to the date 90 days following the date of the Initial Investors
     Cash-Out.  The amount that could be realized by the Initial Investors in
     the public sale of such remaining shares shall be deemed to be an amount
     per share equal to the average closing sale price of the Common Stock as
     traded on the New York Stock Exchange or American Stock Exchange or as
     reported on the Nasdaq National Market over the 90-day period following the
     date of the Initial Investors Cash-Out.

     (c) Holdings shall give to the Holder written notice (the "Holdings
                                                                --------
Notice") of the occurrence of an Approved Sale at least 20 days prior to the
------
anticipated closing of such Approved Sale or an Initial Investors Cash-Out
within 100 days following such Initial Investors Cash-Out.

     (d) If the event giving rise to the Holdings Notice is an anticipated
Approved Sale, the Holdings Notice shall state:  (i) the anticipated date of
closing of the Approved Sale, (ii) whether or not Holdings anticipates that the
Approved Sale will cause the vesting of the 40% IRR Warrant or the 60% IRR
Warrant and (iii) that certificates for the Warrant Shares (or such other shares
or consideration that may be received by a holder of Warrant Shares upon the
closing of such Approved Sale) will be delivered to the Holder on the closing
date of such Approved Sale, subject to the vesting of such warrants, at the
principal office of Holdings or such other place as may be designated by
Holdings in the Holdings Notice.

     (e) If the event giving rise to the Holdings Notice is an Initial Investor
Cash-Out, the Holdings Notice shall state:  (i) the amount received by the
Initial Investors in connection with the Initial Investors Cash-Out (ii) whether
or not the Initial Investors Cash-Out caused the 40% IRR Warrant or the 60% IRR
Warrant to vest and (iii) that, if such vesting occurred, certificates

                                       5
<PAGE>

for the Warrant Shares will be delivered to the Holder at the principal office
of Holdings or such other place as may be designated by Holdings in the Holdings
Notice.

     (f) With respect to an Approved Sale, if the Holdings Notice states that
Holdings anticipates that such event will cause the vesting of the 40% IRR
Warrant or the 60% IRR Warrant, the Holder shall notify Holdings on or before
five days prior to the anticipated closing date of such Approved Sale of such
Holder's exercise and, with respect to an Initial Investors Cash-Out, if the
Holdings Notice states that such event has caused the vesting of either of such
warrants, the Holder shall notify Holdings on or before five days following
receipt of the Holdings Notice of such Holder's exercise of this Warrant (the
"Notice Date") .  This Warrant shall be exercisable by the Holder in whole only,
------------
and not in part, by the surrender of this Warrant and delivery to Holdings on or
before the Notice Date of (i) a duly executed notice of exercise in the form of
Exhibit A (a "Notice of Exercise") and (ii) the Exercise Price for the Warrant
              ------------------
Shares, payable in cash or by wire transfer to a bank account designated by
Holdings.

     (g) This Warrant shall terminate automatically upon the closing of an
Approved Sale and this Warrant shall no longer be of any force or effect, unless
(i) provision is made in writing in connection with such transaction for the
continuance of this Warrant and for the assumption of this Warrant, or for the
substitution for this Warrant of a new Warrant covering the securities of a
successor entity or an affiliate thereof, with appropriate adjustments as to the
number and kind of securities and exercise price, in which event this Warrant
shall continue or be replaced, as the case may be, in the manner and under the
terms so provided; or (ii) the Board of Directors of Holdings shall provide in
writing for such adjustment as it deems appropriate in terms and conditions of
this Warrant, including without limitation (A) accelerating the vesting of this
Warrant and/or (B) providing for the cancellation of this Warrant and its
automatic conversion into the right to receive the securities, cash or other
consideration that the Holder would have been entitled to receive upon
consummation of an Approved Sale had Warrant Shares been issued and outstanding
immediately prior to the Approved Sale (net of the appropriate exercise price).

     3.  RESERVATION OF SHARES.  Holdings shall at all times reserve for
         ---------------------
issuance and/or delivery upon exercise of this Warrant such number of shares of
its Class B Common Stock as shall be required for issuance and delivery upon
exercise of this Warrant.  If any shares of the Class B Common Stock are or
become listed on any national securities exchange or the Nasdaq National Market,
Holdings shall also list the Warrant Shares, as the case may be, on such
exchange or system, as the case may be, subject to notice of issuance.

     4.  FRACTIONAL SHARES.  Fractional shares or scrip representing fractional
         -----------------
shares may be issued upon the exercise of this Warrant.  Alternatively, Holdings
may, at its option, with respect to any fraction of a share issuable upon any
exercise hereof, pay to the Holder an amount in cash equal to such fraction
multiplied by the greater of (i) the initial Exercise Price per share or (ii)
the current market value of a Warrant Share.  The current market value of a
Warrant Share shall be determined as follows:

     (a) If Warrant Shares are listed on a national securities exchange or
admitted to unlisted trading privileges on such exchange or listed for trading
on the Nasdaq National Market, the current market value shall be the last
reported sale price of a Warrant Share on such

                                       6
<PAGE>

exchange or system on the last day prior to the date of exercise of this Warrant
or if no such sale is made on such day, the average closing bid and asked prices
for such day on such exchange or system;

     (b) If Warrant Shares are not so listed or admitted to unlisted trading
privileges, the current market value shall be the mean of the last reported bid
and asked prices for a Warrant Share reported by the National Quotation Bureau,
Inc. on the last day prior to the date of the exercise of this Warrant; or

     (c) If the Warrant Shares are not so listed or admitted to unlisting
trading privileges and bid and asked prices are not so reported, the current
market value shall be an amount reasonably determined by the Board of Directors
of Holdings.

     5.  TRANSFER.
         --------

     (a) Upon any transfer by the Holder to a third-party transferee (the
"Transferee Holder") of any shares of Class B Common Stock owned by Holder,
------------------
Holder shall transfer all or a portion of this Warrant to the Transferee Holder
with the amount so transferred being in the same proportion as the number of
shares of Class B Common Stock being transferred by such Holder bears to the
total number of shares of Class B Common Stock beneficially owned by such Holder
as of the date of such transfer.

     (b) Subject to Section 5(a), this Warrant is transferable in whole or in
part upon the books and records of Holdings by the registered Holder in person
or by duly authorized attorney by execution by such Holder of a Transfer Form in
the form attached as Exhibit B, and a new Warrant shall be made and delivered by
Holdings, of the same tenor and date as this Warrant but registered in the name
of the transferee, upon surrender of this Warrant, duly endorsed, to the
principal office of Holdings at the address set forth in Section 9.  Upon a
transfer of part of this Warrant, a new Warrant shall be made and delivered by
Holdings to the transferee for the portion of this Warrant transferred, and a
new Warrant shall be made and delivered by Holdings to the Holder for the
portion of this Warrant not transferred.

     6.  RIGHTS OF THE HOLDER.  Holder shall not, by virtue hereof, be entitled
         --------------------
to any rights of a stockholder in Holdings, either at law or equity (including,
without limitation, any rights to dividends) and the rights of the Holder with
respect to the shares of Class B Common Stock purchasable pursuant to this
Warrant are limited to those expressed in this Warrant and are not enforceable
against Holdings except to the extent set forth herein.

     7.  ANTI-DILUTION PROVISIONS.  So long as this Warrant shall be
         ------------------------
outstanding, the Exercise Price in effect at any time and the number and kind of
securities purchasable upon the exercise of this Warrant shall be subject to
adjustment from time to time upon the happening of certain events.  In case
Holdings shall, with respect to its Class B Common Stock (or Common Stock issued
upon conversion thereof):  (i) declare a dividend or make a distribution on its
outstanding shares of common stock in shares of such stock, (ii) subdivide or
reclassify its outstanding shares into a greater number of shares or (iii)
combine or reclassify its outstanding shares into a smaller number of shares,
then the Exercise Price and the number of Warrant Shares purchasable upon
exercise of this Warrant in effect at the time of the record date for such

                                       7
<PAGE>

dividend or distribution, or the effective date of such subdivision, combination
or reclassification, shall be appropriately adjusted as of the effective date of
such dividend, or distribution, subdivision, combination or reclassification, to
reflect such event.  Irrespective of any adjustments in the Exercise Price or
the number or kind of Warrant Shares purchasable upon exercise of this Warrant,
Warrants therefore or thereafter issued may continue to express the same price
and number and kind of shares as are stated in this Warrant initially issued.

     8.  OFFICER'S CERTIFICATE.  Whenever the Exercise Price shall be adjusted
         ---------------------
as required by the provisions of the foregoing, Holdings shall forthwith file in
the custody of its Secretary or an Assistant Secretary at its principal office
and with its stock transfer agent, if any, a certificate of Holdings' Chief
Financial Officer showing the adjusted Exercise Price and number of Warrant
Shares determined as herein provided, setting forth in reasonable detail the
facts requiring such adjustment.  Each such officer's certificate shall be made
available at all reasonable times for inspection by the Holder or any holder of
this Warrant, and Holdings shall, forthwith after each such adjustment, mail, by
certified mail, a copy of such certificate to the Holder or any such holder.

     9.  NOTICES TO WARRANT HOLDERS.  So long as this Warrant shall be
         --------------------------
outstanding, (i) if Holdings shall declare any dividend or make any distribution
upon the Class B Common Stock or (ii) if Holdings shall generally offer to the
holders of the Class B Common Stock for subscription or purchase by them of any
shares of any class of Holdings' capital stock or any other rights to purchase
shares of Holdings' capital stock, then in any such case, Holdings shall cause
notice to be given to the Holder of this Warrant, at least 10 days prior to the
date specified in (x), (y) or (z) below, as the case may be, notice which shall
contain a brief description of the proposed action and stating the date on which
(x) a record is to be taken for the purpose of such dividend, distribution or
offer for subscription or purchase, (y) such reorganization, reclassification,
consolidation, merger, sale, lease, transfer, dissolution, liquidation or
winding up is to take place and the date, if any, that is to be fixed, as of
which the holders of the Class B Common Stock or other capital stock of Holdings
shall receive cash or other property deliverable upon such reclassification,
reorganization, consolidation, merger, conveyance, dissolution, liquidation or
winding up, or (z) the date by which holders of the Class B Common Stock must
elect to participate in the purchase of securities by Holdings pursuant to the
offering referred to in clause (ii) above.

     10.  RECLASSIFICATION OR REORGANIZATION.  Subject to Section 2(g), in case
          ----------------------------------
of any reclassification, conversion or capital reorganization of outstanding
shares of the Class B Common Stock of Holdings, Holdings shall, as a condition
precedent to such reclassification, conversion or capital reorganization, cause
effective provisions to be made so that the Holder shall have the right
thereafter by exercising this Warrant at any time prior to the expiration of
this Warrant, to purchase the kind and amount of shares of stock and other
securities and property receivable upon such reclassification, conversion or
capital reorganization which would have been deliverable to the Holder of this
Warrant on the effective date of the reclassification, conversion or
reorganization had the Holder exercised this Warrant immediately prior to the
event described in this Section 10.  Any such provision shall include provision
for subsequent adjustments which shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Warrant.  The foregoing
provisions of this Section 10

                                       8
<PAGE>

shall similarly apply to successive reclassifications, conversions or capital
reorganizations of shares of the Class B Common Stock.

     11.  SECURITIES LAW COMPLIANCE.
          -------------------------

     (a) The Holder of this Warrant, by acceptance hereof, acknowledges that
this Warrant and the Warrant Shares to be issued upon exercise hereof are being
acquired solely for the Holder's own account and not as a nominee for any other
party, and for investment, and that the Holder will not offer, sell, transfer,
assign or otherwise dispose of this Warrant or any Warrant Shares to be issued
upon exercise hereof except under circumstances that will not result in a
violation of the Securities Act, or any state securities laws.  Upon exercise of
this Warrant, the Holder shall, if requested by Holdings, that the shares of
Class B Common Stock so purchased are being acquired solely for the Holder's own
account and not as a nominee for any other party, for investment, and not with a
view toward distribution or resale.

     (b)  If deemed necessary by counsel to Holdings, this Warrant and all
Warrant Shares issued upon exercise hereof shall be stamped or imprinted with
legends, including without limitation legends setting forth the restrictions on
transfer arising under applicable federal and state securities laws.

     12.  REPRESENTATIONS OF THE HOLDER.
          -----------------------------

     (a) The Holder represents and warrants to Holdings that it has substantial
knowledge, skill and experience in making investment decisions of the type
represented by this Warrant and the Warrant Shares.  It is capable of evaluating
the risk of its investment in this Warrant and the Warrant Shares and is able to
bear the economic risk of such investment, including the risk of losing the
entire investment, that it is acquiring this Warrant and the Warrant Shares for
its own account, and that this Warrant and the Warrant Shares are being acquired
by it for investment and not with a present view to any distribution thereof in
violation of applicable securities law.  If the Holder should in the future
decide to dispose of any of this Warrant and the Warrant Shares, it is
understood that it may do so only in compliance with the Securities Act and
applicable state securities laws.  The Holder represents and warrants that it is
an "accredited investor" as defined in Rule 501(a) under the Securities Act.

     (b) The Holder understand that (i) this Warrant and the Warrant Shares have
not been registered under the Securities Act by reason of their issuance in a
transaction exempt from the registration requirements of the Securities Act (ii)
this Warrant and the Warrant Shares must be held indefinitely unless a
subsequent disposition thereof is registered under the Securities Act and
applicable state securities laws or is exempt from such registration (and
evidence satisfactory to Holdings is provided by such Holder of the availability
of such exemptions, including the delivery to Holdings of opinions of counsel to
such Holder, which opinions and counsel satisfactory to Holdings), and (iii)
this Warrant and the Warrant Shares may bear a legend to such effect.

     13.  LOSS, THEFT, DESTRUCTION.  Upon receipt by Holdings of evidence
          ------------------------
reasonably satisfactory to it of the loss, theft, destruction or mutilation of
this Warrant, and, in case of loss, theft or destruction, of an indemnity letter
(reasonably satisfactory to Holdings) of

                                       9
<PAGE>

an institutional Holder of this Warrant or in other cases, of an indemnity
letter or other security reasonably satisfactory to Holdings, and upon surrender
and cancellation of this Warrant, if mutilated, Holdings will make and deliver a
new Warrant of like tenor and date in lieu of this Warrant. This Warrant shall
be promptly canceled by Holdings upon the surrender hereof in connection with
any such transfer or replacement. The Holder shall pay all expenses, taxes and
other charges payable in connection with the preparation, execution and delivery
of any such replacement Warrant.

     14.  AMENDMENTS.  Neither this Warrant nor any term hereof may be changed,
          ----------
waived, discharged or terminated without the prior written consent of the
Holder.

     15.  GOVERNING LAW.  This Agreement shall be governed by and construed
          -------------
under the laws of the New York.

     16.  NOTICES.  All notices, requests, demands and other communications
          -------
pursuant to this Warrant shall be in writing and shall be deemed to have been
duly given if personally delivered, telexed or telecopied to, or, if mailed,
when received by, the other party at the following addresses (or at such other
address as shall be given in writing by either party to the other):

     If to Holdings to:

          IWO Holdings, Inc.
          c/o Gibson, Dunn & Crutcher LLP
          200 Park Avenue, 47th Floor
          New York, New York 10166
          Attention:  Sean P. Griffiths, Esq.

          With a copy to:

          Gibson, Dunn & Crutcher LLP
          200 Park Avenue, 47th Floor
          New York, New York 10166-0193
          Attention:  Sean P. Griffiths, Esq.

     If to the Holder, to the following address (or to such other address as may
be provided on a Transfer Form):


          ________________________________

          ________________________________

          ________________________________

          ________________________________



                                      10
<PAGE>

     IN WITNESS WHEREOF, Holdings has caused this Warrant to be executed by its
officer thereunto duly authorized.

Dated:

IWO HOLDINGS, INC.

________________________
By:

Its:
<PAGE>

                                   EXHIBIT A

                               NOTICE OF EXERCISE


                                                           _______________,  ___

To:  IWO Holdings, Inc.

     The undersigned, pursuant to the provisions set forth in IWO Holdings, Inc.
Warrant to Purchase Shares of Class B Stock, hereby agrees to purchase
_______________ shares of Class B Common Stock and makes payment herewith in
full therefor at the Exercise Price of $_______________ in the following form:
_______________.  Certificates for such shares shall be issued in the name of
and delivered to the undersigned, unless otherwise specified by written
instructions, signed by the undersigned and accompanying this notice.



Signature:______________________
Printed Name:___________________
Address:________________________
 _______________________________
<PAGE>

                                   EXHIBIT B

                                 TRANSFER FORM

     FOR VALUE RECEIVED __________________ hereby sells, assigns and transfers
[all/__%] of the rights of the undersigned under IWO Holdings, Inc. Warrant to
Purchase Shares of Class B Stock, with respect to the number of Warrant Shares
covered thereby unto:


Name of Transferee                                     Address
------------------                                     -------


     The undersigned further hereby irrevocably constitutes and appoints
________________ its attorney-in-fact to make such transfers on the books and
records of Holdings maintained for such purpose, with full power of
substitution.



Dated:____________________________
Signature:________________________
Printed Name:_____________________
Address:__________________________
__________________________________