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                                                                 Exhibit 10.13.3
                                                                 ---------------

                             SEPARATION AGREEMENT
                             --------------------

     This Separation Agreement ("this Agreement"), dated as of  April 24, 2001,
is made by and between Independent Wireless One Corporation ("Employer"), a
wholly-owned subsidiary of IWO Holdings, Inc. ("Holdings"), and David L. Standig
("Employee") regarding his separation from employment with Employer.

     Whereas, Employer and Employee wish mutually and amicably to separate, and
they wish to conclude the business relationship that presently exists between
them,

     Now, therefore, in consideration of the mutual promises made herein, and
for other good and valuable consideration, the parties hereto agree as follows:

     1.   TERMINATION OF EMPLOYMENT.  Employee acknowledges and agrees that
          Employer has terminated his employment effective March 30, 2001
          ("Termination Date").  Employer acknowledges that its Board of
          Directors and the Board of Directors of Holdings consider his
          termination to be without Cause, solely for purposes of paragraph 4(a)
          of the Stock Option Agreement, executed between Employee and Holdings
          as of December 20, 1999.

     2.   PAYMENTS AND BENEFITS.

          A. Employer shall take or cause to be taken the following actions:

               1.   Employer will pay a separation payment to Employee of
                    $206,250.00 minus required withholding taxes on the
                    Termination Date.

               2.   Employer will pay Employee $4,533.65, as compensation for 46
                    earned but unused hours of paid time off on the Termination
                    Date.

               3.   Employer will pay an additional separation payment to
                    Employee of $100,000, minus required withholding taxes on or
                    before April 25, 2001. Per Employee's request, Employer will
                    pay $4,500.00 of this additional separation payment to his
                    attorney, Ralph J. Mauro, Esquire of Kleinbard, Bell &
                    Brecker LLP.

               4.   Employer will pay an amount equal to the Employee's health
                    insurance premium through COBRA for up to six months.

               5.   Employer will pay up to $10,000 for employment counseling
                    services to the employment counseling service provider of
                    Employee's choice. If Employee does not incur $10,000 in
                    employment counseling fees within 10 months of the
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                    Termination Date, Employer agrees to pay the unused balance
                    to Employee in cash.

               6.   Holdings agrees to waive any accrued but unpaid interest due
                    as of the date of this Agreement under the Loan and Pledge
                    Agreements between Employee and Holdings, dated December 12,
                    2000 and March 20, 2000.

               7.   Holdings agrees to pay Employee the total purchase price of
                    $172,783.68 for the repurchase of 30,077.1600 shares of
                    Class B Common Stock of Holdings, which Holdings has elected
                    to repurchase under and pursuant to the terms and conditions
                    of the Management Bonus Stock Agreement dated December 20,
                    1999 and the Management Stock Purchase Agreement dated March
                    20, 2000, entered into by and between Holdings and Employee,
                    such agreements being hereby incorporated by reference.

               8.   Employee agrees that the payments provided for in this
                    paragraph 2 are in lieu of all other benefits and claims
                    that Employee might have against the Employer or against
                    other Employer Released Parties.

               9.   Employee agrees he is not entitled to, and Employer is not
                    liable for, any salary payments, employee benefits
                    (including but not limited to vacation accruals), or other
                    compensation for the period of his employment from March 30,
                    2001 through December 31, 2001, except as explicitly stated
                    in this Agreement.

          B. It is understood and agreed that Employee will retain vested stock
             options for a total of 299,515.1400 shares in the Class B Common
             Stock of Holdings, consisting of currently vested stock options for
             201,685.4040 shares of such stock, and vested stock options for
             97,829.7360 additional shares in such stock for the time elapsed
             between January 1, 2000 and March 30, 2001. It is expressly
             understood and agreed with respect to all of these vested stock
             options that Employee shall have 18 months from the Termination
             Date (March 30, 2001), which is until September 30, 2002, to
             exercise said vested stock options, in accordance with, and subject
             to, the terms and conditions of the applicable Stock Option
             Agreement and plan documents. It is understood and agreed that
             Employee will retain 7,099.4061 shares of Class B Common Stock of
             Holdings, which Employee purchased on December 12, 2000.

          C. Employee acknowledges and agrees that he is not entitled to any
             other stock options, stock shares, or other equity interests in
             Employer, Holdings, or IWO Holdings Limited except as explicitly
             stated in this Agreement, and that the Management Warrant dated as
             of December

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             20, 1999, and the Performance Vesting Options referenced in
             paragraph 3(a)(ii) of his Stock Option Agreement dated as of
             December 20, 1999, are hereby cancelled, rescinded and superseded
             and are no longer applicable to Employee.

          D. Employee acknowledges and agrees that he is not entitled to any
             performance based employee compensation, bonus or Performance
             Vesting Options for the years 2000 or 2001.

          E. Employee acknowledges and agrees that all principal outstanding
             under the Loan and Pledge Agreements with Holdings, dated December
             12, 2000 and March 20, 2000, are due and payable upon the
             Termination Date. The principal amount currently outstanding as of
             the Termination Date is $193,312.86.

          F. Employee agrees to return all company property (including but not
             limited to company vehicle, credit card(s), cell phone(s) and
             laptop computer) to Joseph Travis, Director of Human Resources,
             Independent Wireless One Corporation at 220 Great Oaks Blvd.,
             Albany, NY 12203 on or before April 30, 2001.


     3.   NO PAYMENTS AND BENEFITS ABSENT EXECUTION OF THIS AGREEMENT. Employee
          recognizes that the payments and other benefits referred to in
          paragraph 2 (a)-(f) are in excess of amounts otherwise due him from
          Employer, including any amounts due him under Employer's general
          policies and programs or under his Agreement of Employment. Employee
          understands and agrees that he would not receive the consideration
          specified in paragraph 2 except for his execution of and compliance
          with this Agreement and the agreements incorporated herein by
          reference and Employer's material reliance upon his fulfillment of the
          promises contained herein.

     4.   GENERAL RELEASE OF CLAIMS BY EMPLOYEE.

          For and in consideration of the payments and other covenants
          referenced in this Agreement, Employee fully and completely releases
          Employer, Holdings, and IWO Holdings Limited, their respective
          directors, officers, shareholders, attorneys, benefit plans, agents,
          and employees, both present and former, and their respective
          successors, predecessors, subsidiaries, and affiliates, and any person
          or entity acting for or on behalf of Employer, Holdings, or IWO
          Holdings Limited (collectively "the Employer Released Parties"), from
          any and all claims, liabilities, demands, and causes of action of any
          kind, in law or in equity, whether known or unknown, which against the
          Employer Released Parties, Employee, his heirs, executors, legal
          representatives and assigns, ever had, now have, or hereafter may
          have, by reason of any matter, thing or cause whatsoever from the
          beginning of the world to the day of the date of this General Release,

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          including, but not limited to, claims arising out of Employee's
          employment or termination of employment with Employer.

          This General Release includes, but is not limited to, any claims
          arising under Title VII of the Civil Rights Act of 1964, the
          Rehabilitation Act of 1973, the Americans With Disabilities Act of
          1990, the Employee Retirement Income and Security Act, the Equal Pay
          Act, the Age Discrimination and Employment Act, the Family and Medical
          Leave Act, and the New York Human Rights Law, all as amended, or any
          other federal, state, or local civil rights statute or constitution,
          claims for back-pay, claims for front pay, claims for interest, claims
          for wrongful discharge, constructive discharge, or unjust dismissal,
          claims for breach of any alleged oral, written, or implied contract of
          employment, claims for salary or severance payments, claims for
          benefits, claims for stock options, claims for employment
          discrimination or harassment, claims for humiliation, claims for
          defamation, claims sounding in tort, claims for emotional distress,
          claims for reinstatement, claims for pain and suffering, claims for
          punitive damages, claims for compensatory damages of any kind, and
          claims for injunctive relief, and claims for attorneys' fees.

     5.   PROHIBITED STATEMENTS. In further consideration of the terms of this
          Agreement, Employee agrees to refrain from taking any action or making
          any statements, written or oral, which disparage or defame the
          goodwill or reputation of the Employer, Holdings, IWO Holdings
          Limited, their respective officers, directors, or employees. In
          further consideration of the terms of this Agreement, the officers and
          directors of Employer agree to refrain from taking any action or
          making any statements, written or oral, which disparage or defame the
          goodwill or reputation of Employee. The officers and directors of
          Employer further agree to cause the officers and directors of Holdings
          to refrain from taking any action or making any statements, written or
          oral, which disparage or defame the goodwill or reputation of
          Employee.

          Employer agrees to give Employee a neutral employment reference,
          signed by a representative of the Company, which describes Employee's
          job responsibilities and indicates that Employee left his employment
          voluntarily for his own personal reasons, upon Employee's request.


     6.   CONFIDENTIALITY. Employee will keep confidential the terms and
          conditions of this Agreement, except as otherwise required by law or
          as required to effectuate the terms of this Agreement, and except that
          he may inform his spouse and communicate confidentially with his legal
          and financial advisors, each of whom shall agree in advance to keep
          such information confidential. Employer's officers and directors will
          keep confidential the terms and conditions of this Agreement, except
          as otherwise required by law, or as required to effectuate the terms
          of this Agreement, or as required to fulfill any fiduciary, legal, or
          other obligations towards Employer's shareholders, creditors, or
          investors that

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          Employer may, in its sole judgment, deem to exist. Employer's officers
          and directors also may confidentially communicate the terms and
          conditions of this Agreement to legal and financial advisors, and to
          the officers and directors of Holdings and IWO Holdings Limited, each
          of whom shall agree in advance to keep such information confidential.

     7.   NO LITIGATION. Employee agrees never to file or institute against
          Employer or any of the Employer Released Parties, any suit, charge, or
          action, before any court, agency, arbitral panel or other tribunal
          wherever situated, asserting any claim or cause of action which exists
          or may have existed on or before the date of this Agreement. If
          Employee initiates any such litigation, the parties sued shall be
          entitled to recover from Employee their damages and reasonable costs
          and attorneys' fees incurred to enforce this agreement.


     8.   ADDITIONAL COVENANTS.

          A.   Employee agrees and acknowledges that the Restrictive Covenants
               contained in the Employment Agreement, signed and dated December
               20, 1999, and amended on May 5, 2000, shall remain in full force
               and effect.

          B.   Employee and Employer shall take or cause to be taken all actions
               and do, or cause to be done, all things necessary, proper or
               advisable to consummate and make effective the transactions
               contemplated herein.

          C.   Employer and Employee agree that Employer may deduct withholding
               taxes from payments Employer makes to or for Employee, as
               appropriate. Employer makes no representations regarding the tax
               ramifications of this Agreement.

     9.   MISCELLANEOUS.

          A.   The terms of this Agreement may not be changed, waived,
               discharged, or terminated orally, except by an instrument in
               writing signed by Employer and Employee. The waiver by either
               party of a breach of any provision of this Agreement shall not
               operate or be construed as a waiver of any subsequent breach by
               the same party.

          B.   This Agreement and the rights and obligations of the parties
               hereunder shall be governed by and construed in accordance with
               the laws of the State of New York without regard to principles of
               choice of laws or conflicts of laws thereof.

          C.   Each of the parties agrees and submits to the jurisdiction of the
               State of New York, and further agrees that any action or

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               proceeding under, in connection with, or relating to this
               Agreement shall be brought in and adjudicated by the Supreme
               Court of the State of New York in Albany County, or if
               applicable, in the Federal District Court, the Northern District
               of New York.

          D.   This Agreement shall be binding and shall inure to the benefit of
               the parties hereto and their respective predecessors, heirs,
               executors, administrators, successors, permitted assigns, agents
               and legal representatives.

          E.   This Agreement contains the entire agreement of the parties with
               regard to the subject matter hereof and supersedes all prior oral
               or written understandings, memoranda or communications with
               regard to the terms or conditions of Employee's termination of
               employment with Employer, except as explicitly stated herein.

          F.   If any of the terms of this Agreement, with the exception of the
               General Releases, is held to be void and unenforceable for any
               reason under applicable law, all other terms of the Agreement
               shall remain fully valid and enforceable.

          G.   This Agreement may be executed in counterparts, including
               facsimile counterparts, all of which taken together shall
               constitute but one Agreement.

          I, David L. Standig, acknowledge that I have carefully read and fully
          understand all the provisions of this Agreement including the General
          Release contained herein. I am entering into this Agreement
          voluntarily. I acknowledge that I have been advised to consult an
          attorney concerning this Agreement. I have not relied upon any
          representation or statement, written or oral, not set forth in this
          Agreement. I acknowledge that I have been given 21 days in which to
          consider signing this Agreement. I also acknowledge that if I sign
          this Agreement, I will have 7 days thereafter in which to change my
          mind. This Agreement shall not be effective until 7 days after I have
          signed it.

          Employee understands that he may be releasing claims that he may not
          know about. This is both parties' knowing and voluntary intent.
          Employee understands that he is not releasing any claim that relates
          to the parties' right to enforce this Agreement, nor any rights or
          claims which arise after the signing of this Agreement.

     IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement as of the date first above written.

                                                       Independent Wireless One
                                                       Corporation

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/s/ David L. Standig                           /s/ Steven Nielsen
-------------------------------                -----------------------------
David L. Standig                               By: Steven Nielsen, C.E.O.

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