<PAGE>

                                                                   Exhibit 10.20
                                                                   -------------

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

                               IWO Holdings, Inc.

                              Warrants to Purchase

                    2,000,040 Shares of Class C Common Stock

                                WARRANT AGREEMENT

                          Dated as of February 2, 2001

                               Firstar Bank, N.A.

                                       as

                                  Warrant Agent


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<PAGE>

                               TABLE OF CONTENTS
<TABLE>
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<S>           <C>                                                             <C>
SECTION 1.  CERTAIN DEFINITIONS................................................   1

SECTION 2.  APPOINTMENT OF WARRANT AGENT.......................................   5

SECTION 3.  ISSUANCE OF WARRANTS; WARRANT CERTIFICATES.........................   5
            3.1   Form and Dating..............................................   5
            3.2   Execution....................................................   6
            3.3   Warrant Registrar............................................   7
            3.4   Holder Lists.................................................   7
            3.5   Transfer and Exchange........................................   7
            3.6   Replacement Warrants.........................................  19
            3.7   Temporary Warrants...........................................  19
            3.8   Cancellation.................................................  19

SECTION 4.  SEPARATION OF WARRANTS; TERMS OF WARRANTS; EXERCISE OF WARRANTS....  20

SECTION 5.  PAYMENT OF TAXES...................................................  21

SECTION 6.  RESERVATION OF WARRANT SHARES......................................  22

SECTION 7.  OBTAINING STOCK EXCHANGE LISTINGS..................................  22

SECTION 8.  ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES ISSUABLE.  23

SECTION 9.  FRACTIONAL INTERESTS...............................................  32

SECTION 10. NOTICES TO WARRANT HOLDERS.........................................  32

SECTION 11. MERGER, CONSOLIDATION OR CHANGE OF NAME OF WARRANT AGENT...........  34

SECTION 12. WARRANT AGENT......................................................  34

SECTION 13. CHANGE OF WARRANT AGENT............................................  36

SECTION 14. REPORTS............................................................  37

SECTION 15. NOTICES TO COMPANY AND WARRANT AGENT...............................  37

SECTION 16. SUPPLEMENTS AND AMENDMENTS.........................................  38

SECTION 17. SUCCESSORS.........................................................  38
</TABLE>


                                       i
<PAGE>

<TABLE>
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SECTION 18. TERMINATION.......................................................  38
SECTION 19. GOVERNING LAW.....................................................  38
SECTION 20. BENEFITS OF THIS AGREEMENT........................................  39
SECTION 21. COUNTERPARTS......................................................  39

</TABLE>


                                      ii
<PAGE>

          WARRANT AGREEMENT, dated as of February 2, 2001, by and among IWO
Holdings, Inc., a Delaware corporation ("IWO" or the "Company"), and Firstar
Bank, N.A., as warrant agent (the "Warrant Agent").

          WHEREAS, the Company proposes to issue warrants (the "Warrants") to
initially purchase up to an aggregate of 2,000,040 shares of Class C Common
Stock, par value $0.01 per share (the "Common Stock"), of the Company (the
Common Stock issuable on exercise of the Warrants being referred to herein as
the "Warrant Shares").

          WHEREAS, the Warrants are being issued in connection with the offering
(the "Offering") by IWO, of 160,000 Units (the "Units"), each consisting of
$1,000 principal amount at maturity of IWO's 14% Senior Notes due 2011 (the
"Notes") and one Warrant, each Warrant initially representing the right to
purchase 12.50025 Warrant Shares at an exercise price of $7.00 per Warrant
Share.

          WHEREAS, the Company desires the Warrant Agent to act on behalf of the
Company, and the Warrant Agent is willing so to act in connection with the
issuance of Warrant Certificates (as defined) and other matters as provided
herein.

          NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereto agree as follows:

SECTION 1. CERTAIN DEFINITIONS.

          As used in this Agreement, the following terms shall have the
following respective meanings:

          "144A Global Warrant" means a global Warrant substantially in the form
of Exhibit A hereto bearing the Global Warrant Legend and the Private Placement
Legend and deposited with or on behalf of, and registered in the name of, the
Depositary or its nominee.

          "Affiliate" of any Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such Person.  For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling," "controlled by"
and "under common control with"), as used with respect to any Person shall mean
the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such specified Person, whether
through the ownership of voting securities, by agreement or otherwise; provided
that beneficial ownership of 10% or more of the voting securities of a Person
shall be deemed to be control.

          "Applicable Procedures" means, with respect to any transfer or
exchange of or for beneficial interests in any Global Warrant, the rules and
procedures of the Depositary, Euroclear and Clearstream that apply to such
transfer or exchange.

          "Business Day" means any day other than a Legal Holiday.

          "Clearstream" means Clearstream Banking societe anonyme, Luxembourg.
<PAGE>

          "Closing Date" means the date hereof.

          "Commission" means the Securities and Exchange Commission.

          "Definitive Warrants" means, individually and collectively, each of
the Definitive Warrants substantially in the form of Exhibit A hereto issued in
accordance with Section 3.1(b) and 3.5 hereof.

          "Depositary" means, with respect to the Warrants issuable or issued in
whole or in part in global form, the Person specified in Section 3.3 hereof as
the Depositary with respect to the Warrants, and any and all successors thereto
appointed as Depositary hereunder and having become such pursuant to the
applicable provision of the Indenture.

          "Euroclear" means Morgan Guaranty Trust Company of New York, Brussels
office, and all successors thereto, as operator of the Euroclear system.

          "Exchange Act" means the Securities Exchange Act of 1934, as amended.

          "Exercise Date" means February 15, 2002.

          "Exercise Price" means the purchase price per share of Common Stock to
be paid upon the exercise of each Warrant in accordance with the terms hereof,
which price shall initially be $7.00 per share, subject to adjustment from time
to time pursuant to Section 8 hereof.

          "Global Warrants" means, individually and collectively, each of the
Global Warrants substantially in the form of Exhibit A hereto issued in
accordance with Section 3.1(b) and 3.5 hereof.

          "Global Warrant Legend" means the legend set forth in Section
3.5(g)(ii), which is required to be placed on all Global Warrants issued under
this Warrant Agreement.

          "Holder" means a Person who is listed as the record owner of Warrants,
Warrant Shares and any other securities issued or issuable with respect to the
Warrants or the Warrant Shares by way of a stock dividend or stock split or in
connection with a combination of shares, recapitalization, merger, consolidation
or other reorganization.

          "Indenture" means the indenture, dated the date hereof, by and among
the Company, the Guarantors (as set forth in the Indenture) and Firstar Bank,
N.A., as trustee relating to the Notes.

          "Indirect Participant" means a Person who holds a beneficial interest
in a Global Warrant through a Participant.

          "Initial Purchasers" means Donaldson, Lufkin & Jenrette Securities
Corporation (an affiliate of Credit Suisse First Boston Corporation), Chase
Securities Inc., BNP Paribas Securities Corp. and UBS Warburg LLC.

                                       2
<PAGE>

          "Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions in The City of New York or at a place of payment are authorized by
law, regulation or executive order to remain closed.  If a payment date is a
Legal Holiday at a place of payment, payment shall be made at that place on the
next succeeding day that is not a Legal Holiday, and no interest shall accrue on
such payment for the intervening period.

          "Non-U.S. Person" means a Person who is not a U.S. Person.

          "Offering" means the offering by the Company of the Units.

          "Officer" means, with respect to any Person, the Chief Executive
Officer, the President, the Chief Operating Officer, the Chief Financial
Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary
or any Vice-President of such Person.

          "Opinion of Counsel" means an opinion from legal counsel who is
reasonably acceptable to the Warrant Agent in form and substance reasonably
acceptable to the Warrant Agent.  The counsel may be an employee of or counsel
to the Company, any subsidiary of the Company or the Warrant Agent.

          "Participant" means, with respect to the Depositary, Euroclear or
Clearstream, a Person who has an account with the Depositary, Euroclear or
Clearstream, respectively (and, with respect to The Depository Trust Company,
shall include Euroclear and Clearstream).

          "Person" means any individual, corporation, partnership, limited
liability company, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof, including any subdivision or ongoing business of any such entity or
substantially all of the assets of any such entity, subdivision or business.

          "Prospectus" means the prospectus included in a Registration Statement
at the time such Registration Statement is declared effective, as amended or
supplemented by any prospectus supplement and by all other amendments thereto,
including post-effective amendments and all material incorporated by reference
into such Prospectus.

          "Private Placement Legend" means the legend set forth in Section
3.5(g)(i) to be placed on all Warrants issued under this Warrant Agreement
except where otherwise permitted by the provisions of this Warrant Agreement.

          "Purchase Agreement" means that certain purchase agreement, dated as
of January 26, 2001 by and among the Company, the Guarantors (as set forth in
the Purchase Agreement) and the Initial Purchasers pursuant to which the Company
agrees to sell units, of which the Warrants form a part, to the Initial
Purchasers.

          "QIB" means a "qualified institutional buyer" as defined in Rule 144A.

          "Registrable Securities" shall mean the Warrants, the Warrant Shares
and any other securities issued or issuable with respect to the Warrants or the
Warrant Shares by way of a stock dividend or stock split or in connection with a
combination of shares, recapitalization,

                                       3
<PAGE>

merger, consolidation or other reorganization; provided that a security ceases
to be a Registrable Security when it is no longer a Transfer Restricted
Security.

          "Registration Statement" means "registration statement," as such term
is defined in Section 2(a)(8) of the Securities Act.

          "Regulation S" means Regulation S promulgated under the Securities
Act.

          "Regulation S Global Warrant" means a global Warrant in the form of
Exhibit A hereto bearing the Global Warrant Legend, the Private Placement Legend
and the Regulation S Legend and deposited with or on behalf of and registered in
the name of the Depositary or its nominee.

          "Regulation S Legend"  means the legend set forth in Section
3.5(g)(iv) to be placed on all Registrable Securities issued pursuant to
Regulation S.

          "Restricted Definitive Warrant" means a Definitive Warrant bearing the
Private Placement Legend.

          "Restricted Global Warrant" means a Global Warrant bearing the Private
Placement Legend.

          "Restricted Period" means the one-year "distribution compliance
period" as defined in Rule 902(f) of Regulation S.

          "Rule 144" means Rule 144 promulgated under the Securities Act.

          "Rule 144A" means Rule 144A promulgated under the Securities Act.

          "Rule 903" means Rule 903 promulgated under the Securities Act.

          "Rule 904" means Rule 904 promulgated under the Securities Act.

          "Securities Act" means the Securities Act of 1933, as amended.

          "Separation Date" means the earliest of  (i) 180 days after the
closing of the Offering, (ii) the date on which a  registration statement with
respect to a registered exchange offer for the Notes is declared effective under
the Securities Act, (iii) the date a shelf registration statement with respect
to the Notes is declared effective under the Securities Act, (iv) the occurrence
of a Change of Control or an Event of Default (each as defined in the Indenture)
and (v) such date as Credit Suisse First Boston Corporation in its sole
discretion shall determine (such date being at least three Business Days after
giving written notice to the DTC (defined below)).

          "Shelf Registration" means a shelf Registration Statement filed
pursuant to Rule 415 under the Securities Act relating to the Transfer
Restricted Securities.

                                       4
<PAGE>

          "Transfer Restricted Securities" shall mean (a) each Warrant and
Warrant Share held by an Affiliate of the Issuer and (b) each other Warrant and
Warrant Share until the earlier to occur of (i) the date on which such Warrant
or Warrant Share (other than any Warrant Share issued upon exercise of a Warrant
in accordance with a Registration Statement) has been disposed of in accordance
with a Registration Statement and (ii) the date on which such Warrant or Warrant
Share (or the related Warrant) is distributed to the public pursuant to Rule 144
under the Securities Act.

          "Trustee" means the trustee under the Indenture.

          "Unrestricted Global Warrant" means a global Warrant substantially in
the form of Exhibit A attached hereto that bears the Global Warrant Legend and
that has the "Schedule of Exchanges of Interests in the Global Warrant" attached
thereto, and that is deposited with or on behalf of and registered in the name
of the Depositary, representing a series of Warrants that do not bear the
Private Placement Legend.

          "Unrestricted Definitive Warrant" means one or more Definitive
Warrants that do not bear and are not required to bear the Private Placement
Legend.

          "U.S. Person" means a U.S. person as defined in Rule 902(o) under the
Securities Act.

SECTION 2. APPOINTMENT OF WARRANT AGENT.

          The Company hereby appoints the Warrant Agent to act as agent for the
Company in accordance with the instructions set forth hereinafter in this
Agreement and the Warrant Agent hereby accepts such appointment.

SECTION 3. ISSUANCE OF WARRANTS; WARRANT CERTIFICATES.

     3.1  Form and Dating.

          (a)  General.

          The Warrants shall be substantially in the form of Exhibit A hereto
(the "Warrant Certificates").  The Warrants may have notations, legends or
endorsements required by law, stock exchange rule or usage.  Each Warrant shall
be dated the date of the countersignature.

          The terms and provisions contained in the Warrants shall constitute,
and are hereby expressly made, a part of this Warrant Agreement.  The Company
and the Warrant Agent, by their execution and delivery of this Warrant
Agreement, expressly agree to such terms and provisions and to be bound thereby.
However, to the extent any provision of any Warrant conflicts with the express
provisions of this Warrant Agreement, the provisions of this Warrant Agreement
shall govern and be controlling.

                                       5
<PAGE>

          (b)  Global Warrants.

          Warrants issued in global form shall be substantially in the form of
Exhibit A attached hereto (including the Global Warrant Legend thereon and the
"Schedule of Exchanges of Interests in the Global Warrant" attached thereto).
Warrants issued in definitive form shall be substantially in the form of Exhibit
A attached hereto (but without the Global Warrant Legend thereon and without the
"Schedule of Exchanges of Interests in the Global Warrant" attached thereto).
Each Global Warrant shall represent such of the outstanding Warrants as shall be
specified therein and each shall provide that it shall represent the number of
outstanding Warrants from time to time endorsed thereon and that the number of
outstanding Warrants represented thereby may from time to time be reduced or
increased, as appropriate, to reflect exchanges and redemptions.  Any
endorsement of a Global Warrant to reflect the amount of any increase or
decrease in the number of outstanding Warrants represented thereby shall be made
by the Warrant Agent in accordance with written instructions given by the Holder
thereof as required by Section 3.5 hereof.

          (c)  Euroclear and Clearstream Procedures Applicable, if Necessary.

          The provisions of the "Operating Procedures of the Euroclear System"
and "Terms and Conditions Governing Use of Euroclear" and the "General Terms and
Conditions" and "Customer Handbook" of Clearstream shall be applicable to
transfers of beneficial interests, if any, in the Global Warrant that are held
by Participants through Euroclear or Clearstream.

     3.2  Execution.

          An Officer shall sign the Warrants for the Company by manual or
facsimile signature.

          If the Officer whose signature is on a Warrant no longer holds that
office at the time a Warrant is countersigned, the Warrant shall nevertheless be
valid.

          A Warrant shall not be valid until countersigned by the manual
signature of the Warrant Agent.  The signature shall be conclusive evidence that
the Warrant has been properly issued under this Warrant Agreement.

          The Warrant Agent shall, upon a written order of the Company signed by
an Officer (a "Warrant Countersignature Order"), countersign Warrants for
original issue up to the number stated in the preamble hereto.

          The Warrant Agent may appoint an agent acceptable to the Company to
countersign Warrants.  Such an agent may countersign Warrants whenever the
Warrant Agent may do so.  Each reference in this Warrant Agreement to a
countersignature by the Warrant Agent includes a countersignature by such agent.
Such an agent has the same rights as the Warrant Agent to deal with the Company
or an Affiliate of the Company.

                                       6
<PAGE>

     3.3  Warrant Registrar.

          The Company shall maintain an office or agency where Warrants may be
presented for registration of transfer or for exchange ("Warrant Registrar").
The Warrant Registrar shall keep a register of the Warrants and of their
transfer and exchange.  The Company may appoint one or more co-Warrant
Registrars.  The term "Warrant Registrar" includes any co-Warrant Registrar.
The Company may change any Warrant Registrar without notice to any Holder.  The
Company shall notify the Warrant Agent in writing of the name and address of any
agent not a party to this Warrant Agreement.  If the Company fails to appoint or
maintain another entity as Warrant Registrar, the Warrant Agent shall act as
such.  The Company or any of its subsidiaries may act as Warrant Registrar.

          The Company initially appoints The Depository Trust Company ("DTC") to
act as Depositary with respect to the Global Warrants.

          The Company initially appoints the Warrant Agent to act as the Warrant
Registrar with respect to the Global Warrants.

     3.4  Holder Lists.

          The Warrant Agent shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
all Holders.  If the Warrant Agent is not the Warrant Registrar, the Company
shall promptly furnish to the Warrant Agent at such times as the Warrant Agent
may request in writing, a list in such form and as of such date as the Warrant
Agent may reasonably require of the names and addresses of the Holders.

     3.5  Transfer and Exchange.

          (a)  Transfer and Exchange of Global Warrants.

          A Global Warrant may not be transferred as a whole except by the
Depositary to a nominee of the Depositary, by a nominee of the Depositary to the
Depositary or to another nominee of the Depositary, or by the Depositary or any
such nominee to a successor Depositary or a nominee of such successor
Depositary.  All Global Warrants will be exchanged by the Company for Definitive
Warrants if (i) the Company delivers to the Warrant Agent written notice from
the Depositary that it is unwilling or unable to continue to act as Depositary
or that it is no longer a clearing agency registered under the Exchange Act and,
in either case, a successor Depositary is not appointed by the Company within
120 days after the date of such notice from the Depositary, (ii) the Company in
its sole discretion determines that the Global Warrants (in whole but not in
part) should be exchanged for Definitive Warrants which the Company will provide
to the Warrant Agent and delivers a written notice to such effect to the Warrant
Agent or (iii) an event of default under the Indenture of which an officer of
the Warrant Agent has actual notice has occurred and is continuing and the
Warrant Registrar has received a request from DTC to issue Definitive Warrants.
Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above,
Definitive Warrants shall be issued in such names as the Depositary shall
instruct the Warrant Agent in writing.  Global Warrants also may be exchanged or
replaced, in whole or in part, as provided in Sections 3.6 and 3.7 hereof.  A
Global Warrant may not be exchanged for

                                       7
<PAGE>

another Warrant other than as provided in this Section 3.5(a), however,
beneficial interests in a Global Warrant may be transferred and exchanged as
provided in Section 3.5(b) or (c) hereof.

          (b)  Transfer and Exchange of Beneficial Interests in the Global
               Warrants.

          The transfer and exchange of beneficial interests in the Global
Warrants shall be effected through the Depositary, in accordance with the
provisions of this Warrant Agreement and the Applicable Procedures.  Beneficial
interests in the Restricted Global Warrants shall be subject to restrictions on
transfer comparable to those set forth herein to the extent required by the
Securities Act.  Transfers of beneficial interests in the Global Warrants also
shall require compliance with either subparagraph (i) or (ii) below, as
applicable, as well as one or more of the other following subparagraphs, as
applicable:

               (i) Transfer of Beneficial Interests in the Same Global Warrant.
     Beneficial interests in any Restricted Global Warrant may be transferred to
     Persons who take delivery thereof in the form of a beneficial interest in
     the same Restricted Global Warrant in accordance with the transfer
     restrictions set forth in the Private Placement Legend.  Beneficial
     interests in any Unrestricted Global Warrant may be delivered to Persons
     who take delivery thereof in the form of a beneficial interest in an
     Unrestricted Global Warrant.  No written orders or instructions shall be
     required to be delivered to the Warrant Registrar to effect the transfers
     described in this Section 3.5(b)(i).

               (ii) All Other Transfers and Exchanges of Beneficial Interests in
     Global Warrants.  In connection with all transfers and exchanges of
     beneficial interests that are not subject to Section 3.5(b)(i) above, the
     transferor of such beneficial interest must deliver to the Warrant
     Registrar either (A) (1) a written order from a Participant or an Indirect
     Participant given to the Depositary in accordance with the Applicable
     Procedures directing the Depositary to credit or cause to be credited a
     beneficial interest in another Global Warrant in an amount equal to the
     beneficial interest to be transferred or exchanged and (2) instructions
     given in accordance with the Applicable Procedures containing information
     regarding the Participant account to be credited with such increase or (B)
     (1) a written order from a Participant or an Indirect Participant given to
     the Depositary in accordance with the Applicable Procedures directing the
     Depositary to cause to be issued a Definitive Warrant in an amount equal to
     the beneficial interest to be transferred or exchanged and (2) instructions
     given by the Depositary to the Warrant Registrar containing information
     regarding the Person in whose name such Definitive Warrant shall be
     registered.  Upon effectiveness of the Registration Statement by the
     Company in accordance with Section 3.5(f) hereof, the requirements of this
     Section 3.5(b)(ii) shall be deemed to have been satisfied upon receipt by
     the Warrant Registrar of a certification required by the Company in
     connection with such Registration Statement delivered by the Holder of such
     beneficial interests in the Restricted Global Warrants.  Upon satisfaction
     of all of the requirements for transfer or exchange of beneficial interests
     in Global Warrants contained in this Agreement and the Warrants or
     otherwise applicable under the Securities Act, the Warrant Agent shall
     adjust the principal amount of the relevant Global Warrant(s) pursuant to
     Section 3.5(h) hereof.

                                       8
<PAGE>

               (iii)  Transfer of Beneficial Interests to Another Restricted
     Global Warrant.  A beneficial interest in any Restricted Global Warrant may
     be transferred to a Person who takes delivery thereof in the form of a
     beneficial interest in another Restricted Global Warrant if the transfer
     complies with the requirements of Section 3.5(b)(ii) above and the Warrant
     Registrar receives the following:

                    (A) if the transferee will take delivery in the form of a
          beneficial interest in the 144A Global Warrant, then the transferor
          must deliver a certificate in the form of Exhibit B hereto, including
          the certifications in item (1) thereof; and

                    (B) if the transferee will take delivery in the form of a
          beneficial interest in the Regulation S Global Warrant, then the
          transferor must deliver a certificate in the form of Exhibit B hereto,
          including the certifications in item (2) thereof.

               (iv) Transfer and Exchange of Beneficial Interests in a
     Restricted Global Warrant for Beneficial Interests in the Unrestricted
     Global Warrant.  A beneficial interest in any Restricted Global Warrant may
     be exchanged by any holder thereof for a beneficial interest in an
     Unrestricted Global Warrant or transferred to a Person who takes delivery
     thereof in the form of a beneficial interest in an Unrestricted Global
     Warrant if the exchange or transfer complies with the requirements of
     Section 3.5(b)(ii) above and:

                    (A) such transfer is effected pursuant to a Registration
          Statement in accordance with this Agreement; or

                    (B) the Warrant Registrar receives the following:

                         (1) if the holder of such beneficial interest in a
               Restricted Global Warrant proposes to exchange such beneficial
               interest for a beneficial interest in an Unrestricted Global
               Warrant, a certificate from such holder in the form of Exhibit C
               hereto, including the certifications in item (1)(a) thereof; or

                         (2) if the holder of such beneficial interest in a
               Restricted Global Warrant proposes to transfer such beneficial
               interest to a Person who shall take delivery thereof in the form
               of a beneficial interest in an Unrestricted Global Warrant, a
               certificate from such holder in the form of Exhibit B hereto,
               including the certifications in item (4) thereof;

          and, in each such case set forth in this subparagraph (B), if the
          Warrant Registrar so requests or if the Applicable Procedures so
          require, an Opinion of Counsel in form reasonably acceptable to the
          Warrant Registrar to the effect that such exchange or transfer is in
          compliance with the Securities Act and that the restrictions on
          transfer contained herein and in the Private Placement Legend are no
          longer required in order to maintain compliance with the Securities
          Act.

                                       9
<PAGE>

          If any such transfer is effected pursuant to subparagraph (B) above at
a time when an Unrestricted Global Warrant has not yet been issued, the Company
shall issue and, upon receipt of an Warrant Countersignature Order in accordance
with Section 3.2 hereof, the Warrant Agent shall countersign one or more
Unrestricted Global Warrants in the number equal to the number of beneficial
interests transferred pursuant to subparagraph (B) above.

          (c)  Transfer and Exchange of Beneficial Interests for Definitive
               Warrants.

               (i) Beneficial Interests in Restricted Global Warrants to
     Restricted Definitive Warrants.  If any holder of a beneficial interest in
     a Restricted Global Warrant proposes to exchange such beneficial interest
     for a Restricted Definitive Warrant or to transfer such beneficial interest
     to a Person who takes delivery thereof in the form of a Restricted
     Definitive Warrant, then, upon receipt by the Warrant Registrar of the
     following documentation:

                    (A) if the holder of such beneficial interest in a
          Restricted Global Warrant proposes to exchange such beneficial
          interest for a Restricted Definitive Warrant, a certificate from such
          holder in the form of Exhibit C hereto, including the certifications
          in item (2)(a) thereof;

                    (B) if such beneficial interest is being transferred to a
          QIB in accordance with Rule 144A under the Securities Act, a
          certificate to the effect set forth in Exhibit B hereto, including the
          certifications in item (1) thereof;

                    (C) if such beneficial interest is being transferred to a
          Non-U.S. Person in an offshore transaction in accordance with Rule 903
          or Rule 904 under the Securities Act, a certificate to the effect set
          forth in Exhibit B hereto, including the certifications in item (2)
          thereof;

                    (D) if such beneficial interest is being transferred
          pursuant to an exemption from the registration requirements of the
          Securities Act in accordance with Rule 144 under the Securities Act, a
          certificate to the effect set forth in Exhibit B hereto, including the
          certifications in item (3)(a) thereof;

                    (E) if such beneficial interest is being transferred to the
          Company or any of its Subsidiaries, a certificate to the effect set
          forth in Exhibit B hereto, including the certifications in item (3)(b)
          thereof; or

                    (F) if such beneficial interest is being transferred
          pursuant to an effective registration statement under the Securities
          Act, a certificate to the effect set forth in Exhibit B hereto,
          including the certifications in item (3)(c) thereof,

     the Warrant Agent shall cause, in accordance with the standing instructions
     and procedures existing between the Depositary and the Warrant Agent, the
     number of Warrants represented by the Global Warrant to be reduced by the
     number of Warrants to be represented by the Definitive Warrant pursuant to
     Section 3.5(h) hereof, and the Company shall execute and the Warrant Agent
     pursuant to Section 3.2 hereof shall

                                       10
<PAGE>

     countersign and deliver to the Person designated in the instructions a
     Definitive Warrant in the appropriate amount. Any Definitive Warrant issued
     in exchange for a beneficial interest in a Restricted Global Warrant
     pursuant to this Section 3.5(c) shall be registered in such name or names
     as the holder of such beneficial interest shall instruct the Warrant
     Registrar through written instructions from the Depositary and the
     Participant or Indirect Participant. The Warrant Agent shall deliver such
     Definitive Warrants to the Persons in whose names such Warrants are so
     registered. Any Definitive Warrant issued in exchange for a beneficial
     interest in a Restricted Global Warrant pursuant to this Section 3.5(c)(i)
     shall bear the Private Placement Legend and shall be subject to all
     restrictions on transfer contained therein.

               (ii) Beneficial Interests in Restricted Global Warrants to
     Unrestricted Definitive Warrants.  A Holder of a beneficial interest in a
     Restricted Global Warrant may exchange such beneficial interest for an
     Unrestricted Definitive Warrant or may transfer such beneficial interest to
     a Person who takes delivery thereof in the form of an Unrestricted
     Definitive Warrant only if:

                    (A) such transfer is effected pursuant to the Registration
          Statement in accordance with the Warrant Registration Rights
          Agreement; or

                    (B) the Warrant Registrar receives the following:

                         (1) if the holder of such beneficial interest in a
               Restricted Global Warrant proposes to exchange such beneficial
               interest for a Definitive Warrant that does not bear the Private
               Placement Legend, a certificate from such holder in the form of
               Exhibit C hereto, including the certifications in item (1)(b)
               thereof; or

                         (2) if the holder of such beneficial interest in a
               Restricted Global Warrant proposes to transfer such beneficial
               interest to a Person who shall take delivery thereof in the form
               of a Definitive Warrant that does not bear the Private Placement
               Legend, a certificate from such holder in the form of Exhibit B
               hereto, including the certifications in item (4) thereof;

          and, in each such case set forth in this subparagraph (B), if the
          Warrant Registrar so requests or if the Applicable Procedures so
          require, an Opinion of Counsel in form reasonably acceptable to the
          Warrant Registrar to the effect that such exchange or transfer is in
          compliance with the Securities Act and that the restrictions on
          transfer contained herein and in the Private Placement Legend are no
          longer required in order to maintain compliance with the Securities
          Act.

               (iii)  Beneficial Interests in Unrestricted Global Warrants to
     Unrestricted Definitive Warrants.  If any Holder of a beneficial interest
     in an Unrestricted Global Warrant proposes to exchange such beneficial
     interest for a Definitive Warrant or to transfer such beneficial interest
     to a Person who takes delivery thereof in the form of a Definitive Warrant,
     then, upon satisfaction of the conditions set forth in Section 3.5(b)(ii)

                                       11
<PAGE>

     hereof, the Warrant Agent shall cause the amount of the applicable Global
     Warrant to be reduced accordingly pursuant to Section 3.5(h) hereof, and
     the Company shall execute and the Warrant Agent shall countersign and
     deliver to the Person designated in the instructions a Definitive Warrant
     in the appropriate principal amount.  Any Definitive Warrant issued in
     exchange for a beneficial interest pursuant to this Section 3.5(c)(iii)
     shall be registered in such name or names and in such authorized
     denomination or denominations as the holder of such beneficial interest
     shall instruct the Warrant Registrar through written instructions from the
     Depositary and the Participant or Indirect Participant.  The Warrant Agent
     shall deliver such Definitive Warrants to the Persons in whose names such
     Warrants are so registered.  Any Definitive Warrant issued in exchange for
     a beneficial interest pursuant to this Section 3.5(c)(iii) shall not bear
     the Private Placement Legend.

          (d)  Transfer and Exchange of Definitive Warrants for Beneficial
               Interests.

               (i) Restricted Definitive Warrants to Beneficial Interests in
     Restricted Global Warrants.  If any Holder of a Restricted Definitive
     Warrant proposes to exchange such Warrant for a beneficial interest in a
     Restricted Global Warrant or to transfer such Restricted Definitive
     Warrants to a Person who takes delivery thereof in the form of a beneficial
     interest in a Restricted Global Warrant, then, upon receipt by the Warrant
     Registrar of the following documentation:

                    (A) if the Holder of such Restricted Definitive Warrant
          proposes to exchange such Warrant for a beneficial interest in a
          Restricted Global Warrant, a certificate from such Holder in the form
          of Exhibit C hereto, including the certifications in item (2)(b)
          thereof;

                    (B) if such Restricted Definitive Warrant is being
          transferred to a QIB in accordance with Rule 144A under the Securities
          Act, a certificate to the effect set forth in Exhibit B hereto,
          including the certifications in item (1) thereof;

                    (C) if such Restricted Definitive Warrant is being
          transferred to a Non-U.S. Person in an offshore transaction in
          accordance with Rule 903 or Rule 904 under the Securities Act, a
          certificate to the effect set forth in Exhibit B hereto, including the
          certifications in item (2) thereof;

                    (D) if such Restricted Definitive Warrant is being
          transferred pursuant to an exemption from the registration
          requirements of the Securities Act in accordance with Rule 144 under
          the Securities Act, a certificate to the effect set forth in Exhibit B
          hereto, including the certifications in item (3)(a) thereof;

                    (E) if such Restricted Definitive Warrant is being
          transferred to the Company or any of its Subsidiaries, a certificate
          to the effect set forth in Exhibit B hereto, including the
          certifications in item (3)(b) thereof; or

                    (F) if such Restricted Definitive Warrant is being
          transferred pursuant to an effective registration statement under the
          Securities Act, a

                                       12
<PAGE>

          certificate to the effect set forth in Exhibit B hereto, including the
          certifications in item (3)(c) thereof,

     the Warrant Agent shall cancel the Restricted Definitive Warrant, increase
     or cause to be increased the amount of the appropriate Restricted Global
     Warrant.

               (ii) Restricted Definitive Warrants to Beneficial Interests in
     Unrestricted Global Warrants.  A Holder of a Restricted Definitive Warrant
     may exchange such Warrant for a beneficial interest in an Unrestricted
     Global Warrant or transfer such Restricted Definitive Warrant to a Person
     who takes delivery thereof in the form of a beneficial interest in an
     Unrestricted Global Warrant only if:

                    (A) such transfer is effected pursuant to the Registration
          Statement in accordance with this Agreement; or

                    (B) the Warrant Registrar receives the following:

                         (1) if the Holder of such Definitive Warrants proposes
               to exchange such Warrants for a beneficial interest in the
               Unrestricted Global Warrant, a certificate from such Holder in
               the form of Exhibit C hereto, including the certifications in
               item (1)(c) thereof; or

                         (2) if the Holder of such Definitive Warrants proposes
               to transfer such Warrants to a Person who shall take delivery
               thereof in the form of a beneficial interest in the Unrestricted
               Global Warrant, a certificate from such Holder in the form of
               Exhibit B hereto, including the certifications in item (4)
               thereof;

          and, in each such case set forth in this subparagraph (D), if the
          Warrant Registrar so requests or if the Applicable Procedures so
          require, an Opinion of Counsel in form reasonably acceptable to the
          Warrant Registrar to the effect that such exchange or transfer is in
          compliance with the Securities Act and that the restrictions on
          transfer contained herein and in the Private Placement Legend are no
          longer required in order to maintain compliance with the Securities
          Act.

     Upon satisfaction of the conditions of any of the subparagraphs in this
     Section 3.5(d)(ii), the Warrant Agent shall cancel the Definitive Warrants
     and increase or cause to be increased the aggregate principal amount of the
     Unrestricted Global Warrant.

               (iii)  Unrestricted Definitive Warrants to Beneficial Interests
     in Unrestricted Global Warrants.  A Holder of an Unrestricted Definitive
     Warrant may exchange such Warrant for a beneficial interest in an
     Unrestricted Global Warrant or transfer such Definitive Warrants to a
     Person who takes delivery thereof in the form of a beneficial interest in
     an Unrestricted Global Warrant at any time.  Upon receipt of a written
     request for such an exchange or transfer from the Holder, the Warrant Agent
     shall cancel the applicable Unrestricted Definitive Warrant and increase or
     cause to be increased the amount of one of the Unrestricted Global
     Warrants.

                                       13
<PAGE>

If any such exchange or transfer from a Definitive Warrant to a beneficial
interest is effected pursuant to subparagraphs (ii)(B) or (iii) above at a time
when an Unrestricted Global Warrant has not yet been issued, the Company shall
issue and, upon receipt of an Warrant Countersignature Order in accordance with
Section 3.2 hereof, the Warrant Agent shall countersign one or more Unrestricted
Global Warrants in the number equal to the number of beneficial interests of
Definitive Warrants so transferred.

          (e)  Transfer and Exchange of Definitive Warrants for Definitive
               Warrants.

          Upon written request by a Holder of Definitive Warrants and such
Holder's compliance with the provisions of this Section 3.5(e), the Warrant
Registrar shall register the transfer or exchange of Definitive Warrants.  Prior
to such registration of transfer or exchange, the requesting Holder shall
present or surrender to the Warrant Registrar the Definitive Warrants duly
endorsed or accompanied by a written instruction of transfer in form
satisfactory to the Warrant Registrar duly executed by such Holder or by its
attorney, duly authorized in writing.  In addition, the requesting Holder shall
provide any additional certifications, documents and information, as applicable,
required pursuant to the following provisions of this Section 3.5(e).

               (i) Restricted Definitive Warrants to Restricted Definitive
     Warrants.  Any Restricted Definitive Warrant may be transferred to and
     registered in the name of Persons who take delivery thereof in the form of
     a Restricted Definitive Warrant if the Warrant Registrar receives the
     following:

                    (A) if the transfer will be made pursuant to Rule 144A under
          the Securities Act, then the transferor must deliver a certificate in
          the form of Exhibit B hereto, including the certifications in item (1)
          thereof;

                    (B) if the transfer will be made pursuant to Rule 903 or
          Rule 904, then the transferor must deliver a certificate in the form
          of Exhibit B hereto, including the certifications in item (2) thereof;
          or

                    (C) if the transfer will be made pursuant to any other
          exemption from the registration requirements of the Securities Act,
          then the transferor must deliver a certificate in the form of Exhibit
          B hereto, including the certifications, certificates and Opinion of
          Counsel required by item (3) thereof, if applicable.

               (ii) Restricted Definitive Warrants to Unrestricted Definitive
     Warrants.  Any Restricted Definitive Warrant may be exchanged by the Holder
     thereof for an Unrestricted Definitive Warrant or transferred to a Person
     or Persons who take delivery thereof in the form of an Unrestricted
     Definitive Warrant if:

                    (A) any such transfer is effected pursuant to the
          Registration Statement in accordance with the Warrant Registration
          Rights Agreement; or

                    (B) the Warrant Registrar receives the following:

                                       14
<PAGE>

                         (1) if the Holder of such Restricted Definitive
               Warrants proposes to exchange such Warrants for an Unrestricted
               Definitive Warrant, a certificate from such Holder in the form of
               Exhibit C hereto, including the certifications in item (1)(d)
               thereof; or

                         (2) if the Holder of such Restricted Definitive
               Warrants proposes to transfer such Warrants to a Person who shall
               take delivery thereof in the form of an Unrestricted Definitive
               Warrant, a certificate from such Holder in the form of Exhibit B
               hereto, including the certifications in item (4) thereof;

          and, in each such case set forth in this subparagraph (B), if the
          Warrant Registrar so requests, an Opinion of Counsel in form
          reasonably acceptable to the Company to the effect that such exchange
          or transfer is in compliance with the Securities Act and that the
          restrictions on transfer contained herein and in the Private Placement
          Legend are no longer required in order to maintain compliance with the
          Securities Act.

               (iii)  Unrestricted Definitive Warrants to Unrestricted
     Definitive Warrants.  A Holder of Unrestricted Definitive Warrants may
     transfer such Warrants to a Person who takes delivery thereof in the form
     of an Unrestricted Definitive Warrant.  Upon receipt of a written request
     to register such a transfer, the Warrant Registrar shall register the
     Unrestricted Definitive Warrants pursuant to the instructions from the
     Holder thereof.

          (f)  Registration Statement.

          Upon the effectiveness of a Registration Statement and sales of
Warrants in connection therewith, the Company shall issue and, upon receipt of a
Warrant Countersignature Order in accordance with Section 3.2, the Warrant Agent
shall countersign (i) one or more Unrestricted Global Warrants in an amount
equal to the amount of the beneficial interests in the Restricted Global
Warrants sold under such Registration Statement and (ii) Definitive Warrants in
an amount equal to the amount of the beneficial interests of the Restricted
Definitive Warrants sold under such Registration Statement.  Concurrently with
the issuance of such Warrants, the Warrant Agent shall cause the amount of the
applicable Restricted Global Warrants to be reduced accordingly, and the Company
shall execute and the Warrant Agent shall countersign and deliver to the Persons
designated by the Holders of Definitive Warrants so accepted Definitive Warrants
in the appropriate amount.

          (g)  Legends.

          The following legends shall appear on the face of all Global Warrants
and Definitive Warrants issued under this Warrant Agreement unless specifically
stated otherwise in the applicable provisions of this Warrant Agreement.

                                       15
<PAGE>

               (i)  Private Placement Legend.

                    (A) Except as permitted by subparagraph (B) below, each
          Global Warrant and each Definitive Warrant (and all Warrants issued in
          exchange therefor or substitution thereof) shall bear the legend in
          substantially the following form:

     THIS WARRANT (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION
     EXEMPT FROM  REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933
     (THE "SECURITIES ACT"), AND THIS  WARRANT  AND THE CLASS C COMMON STOCK
     ISSUABLE UPON EXERCISE HEREOF MAY NOT BE OFFERED, SOLD OR OTHERWISE
     TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
     THEREFROM.  EACH PURCHASER OF THIS WARRANT IS HEREBY NOTIFIED THAT THE
     SELLER OF THIS  WARRANT MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS
     OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.  THE
     HOLDER OF THIS  WARRANT AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS
     WARRANT AND THE CLASS C STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE OFFERED,
     RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES TO
     A  PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
     BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION
     MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN
     OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT,
     (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
     PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (IV) PURSUANT TO AN
     EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES
     (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY
     STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT
     HOLDER IS  REQUIRED TO, NOTIFY ANY PURCHASER OF THIS WARRANT FROM  IT OF
     THE  RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

                    (B) Notwithstanding the foregoing, any Global Warrant or
          Definitive Warrant issued pursuant to subparagraphs (b)(iv), (c)(ii),
          (c)(iii), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) to this Section
          3.5 (and all Warrants issued in exchange therefor or substitution
          thereof) shall not bear the Private Placement Legend.

               (ii) Global Warrant Legend.  Each Global Warrant shall bear a
     legend in substantially the following form:

               "THIS GLOBAL WARRANT IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
     WARRANT AGREEMENT GOVERNING THIS WARRANT) OR ITS NOMINEE IN CUSTODY FOR THE
     BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY
     PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE WARRANT AGENT MAY MAKE
     SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO

                                       16
<PAGE>

     SECTION 3.5 OF THE WARRANT AGREEMENT, (II) THIS GLOBAL WARRANT MAY BE
     EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 3.5(a) OF THE
     WARRANT AGREEMENT, (III) THIS GLOBAL WARRANT MAY BE DELIVERED TO THE
     WARRANT AGENT FOR CANCELLATION PURSUANT TO SECTION 3.8 OF THE WARRANT
     AGREEMENT AND (IV) THIS GLOBAL WARRANT MAY BE TRANSFERRED TO A SUCCESSOR
     DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY."

               (iii)  Unit Legend.  Each Warrant issued prior to the Separation
     Date shall bear a legend in substantially the following form:

               "THE WARRANTS EVIDENCED BY THIS CERTIFICATE ARE INITIALLY ISSUED
     AS PART OF AN ISSUANCE OF 160,000 UNITS (THE "UNITS"), EACH OF WHICH
     CONSISTS OF $1,000 PRINCIPAL AMOUNT AT MATURITY OF THE 14% SENIOR NOTES DUE
     2011 OF IWO HOLDINGS, INC. (THE "NOTES") AND ONE WARRANT (THE "WARRANTS")
     INITIALLY ENTITLING THE HOLDER THEREOF TO PURCHASE 12.50025 SHARES OF CLASS
     C COMMON STOCK, PAR VALUE $0.01 PER SHARE, OF IWO HOLDINGS, INC.

               "PRIOR TO THE EARLIEST OF (I) 180 DAYS AFTER THE CLOSING OF THE
     OFFERING OF THE UNITS, (II) THE DATE ON WHICH A REGISTRATION STATEMENT WITH
     RESPECT TO A REGISTERED EXCHANGE OFFER FOR THE NOTES IS DECLARED EFFECTIVE
     UNDER THE ACT, (III) THE DATE A SHELF REGISTRATION STATEMENT WITH RESPECT
     TO THE NOTES IS DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (IV) THE
     OCCURRENCE OF A CHANGE OF CONTROL OR AN EVENT OF DEFAULT (EACH AS DEFINED
     IN THE INDENTURE GOVERNING THE NOTES) AND (V) SUCH DATE AS CREDIT SUISSE
     FIRST BOSTON CORPORATION (OR ITS SUCCESSOR OR ASSIGN) IN ITS SOLE
     DISCRETION SHALL DETERMINE, THE WARRANTS EVIDENCED BY THIS CERTIFICATE MAY
     NOT BE TRANSFERRED OR EXCHANGED SEPARATELY FROM, BUT MAY BE TRANSFERRED OR
     EXCHANGED ONLY TOGETHER WITH, THE NOTES."

               (iv) Regulation S Legend.  Each Warrant that is a Registrable
     Security and issued pursuant to Regulation S shall bear the following
     legend on the face thereof:

               "THIS WARRANT AND THE SECURITIES TO BE ISSUED UPON ITS EXERCISE
     HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT AND THE WARRANT MAY NOT
     BE EXERCISED BY OR ON BEHALF OF ANY U.S. PERSON UNLESS REGISTERED UNDER THE
     U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR AN
     EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.  IN ORDER TO EXERCISE THIS
     WARRANT, THE HOLDER MUST FURNISH TO THE COMPANY AND THE WARRANT AGENT
     EITHER (A) A WRITTEN CERTIFICATION THAT IT IS NOT A U.S. PERSON AND THE
     WARRANT IS NOT BEING EXERCISED ON BEHALF OF A U.S. PERSON OR (B) A WRITTEN
     OPINION OF COUNSEL TO THE EFFECT THAT THE SECURITIES DELIVERED UPON
     EXERCISE OF THE WARRANT

                                       17
<PAGE>

     HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OR THAT THE DELIVERY OF SUCH
     SECURITIES IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
     ACT. TERMS IN THIS LEGEND HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S
     UNDER THE SECURITIES ACT."

          (h)  Cancellation and/or Adjustment of Global Warrants.

          At such time as all beneficial interests in a particular Global
Warrant have been exercised or exchanged for Definitive Warrants or a particular
Global Warrant has been exercised, redeemed, repurchased or canceled in whole
and not in part, each such Global Warrant shall be returned to or retained and
canceled by the Warrant Agent in accordance with Section 3.8 hereof.  At any
time prior to such cancellation, if any beneficial interest in a Global Warrant
is exercised or exchanged for or transferred to a Person who will take delivery
thereof in the form of a beneficial interest in another Global Warrant or for
Definitive Warrants, the amount of Warrants represented by such Global Warrant
shall be reduced accordingly and an endorsement shall be made on such Global
Warrant by the Warrant Agent or by the Depositary at the written direction of
the Depositary to reflect such reduction; and if the beneficial interest is
being exchanged for or transferred to a Person who will take delivery thereof in
the form of a beneficial interest in another Global Warrant, such other Global
Warrant shall be increased accordingly and an endorsement shall be made on such
Global Warrant by the Warrant Agent or by the Depositary at the written
direction of the Depositary to reflect such increase.

          (i)  General Provisions Relating to Transfers and Exchanges.

               (i) To permit registrations of transfers and exchanges, the
     Company shall execute and the Warrant Agent shall countersign Global
     Warrants and Definitive Warrants upon the Company's order or at the Warrant
     Registrar's request.

               (ii) No service charge shall be made to a holder of a beneficial
     interest in a Global Warrant or to a holder of a Definitive Warrant for any
     registration of transfer or exchange, but the Company may require payment
     of a sum sufficient to cover any transfer tax or similar governmental
     charge payable in connection therewith.

               (iii)  All Global Warrants and Definitive Warrants issued upon
     any registration of transfer or exchange of Global Warrants or Definitive
     Warrants shall be the duly authorized, executed and issued warrants for
     Common Stock of the Company, not subject to any preemptive rights, and
     entitled to the same benefits under this Warrant Agreement, as the Global
     Warrants or Definitive Warrants surrendered upon such registration of
     transfer or exchange.

               (iv) Prior to due presentment for the registration of a transfer
     of any Warrant, the Warrant Agent and the Company may deem and treat the
     Person in whose name any Warrant is registered as the absolute owner of
     such Warrant for all purposes and neither the Warrant Agent nor the Company
     shall be affected by notice to the contrary.

                                       18
<PAGE>

               (v) The Warrant Agent shall countersign Global Warrants and
     Definitive Warrants in accordance with the provisions of Section 3.2
     hereof.

          (j)  Facsimile Submissions to Warrant Agent.

          All certifications, certificates and Opinions of Counsel required to
be submitted to the Warrant Registrar pursuant to this Section 3.5 to effect a
registration of transfer or exchange may be submitted by facsimile with the
original to follow immediately thereafter.

          The Warrant Registrar shall not be responsible for confirming the
truth or accuracy of representations made in any such certifications or
certificates.  As to any Opinions of Counsel delivered pursuant to this Section
3.5, the Warrant Registrar may rely upon, and be fully protected in relying
upon, such opinions.

     3.6  Replacement Warrants.

          If any mutilated Warrant is surrendered to the Warrant Agent or the
Company and the Warrant Agent receives evidence to its satisfaction of the
destruction, loss or theft of any Warrant, the Company shall issue and the
Warrant Agent, upon receipt of a Warrant Countersignature Order, shall
countersign a replacement Warrant if the Warrant Agent's requirements are met.
If required by the Warrant Agent or the Company, an indemnity bond must be
supplied by the Holder that is sufficient in the judgment of the Warrant Agent
and the Company to protect the Company, the Warrant Agent, any Agent and any
agent for purposes of the countersignature from any loss that any of them may
suffer if a Warrant is replaced.  The Company may charge for its expenses in
replacing a Warrant.

          Every replacement Warrant is an additional warrant of the Company and
shall be entitled to all of the benefits of this Warrant Agreement equally and
proportionately with all other Warrants duly issued hereunder.

     3.7  Temporary Warrants.

          Until certificates representing Warrants are ready for delivery, the
Company may prepare and the Warrant Agent, upon receipt of a Warrant
Countersignature Order, shall issue temporary Warrants.  Temporary Warrants
shall be substantially in the form of certificated Warrants but may have
variations that the Company considers appropriate for temporary Warrants and as
shall be reasonably acceptable to the Warrant Agent.  Without unreasonable
delay, the Company shall prepare and the Warrant Agent shall countersign
definitive Warrants in exchange for temporary Warrants.

          Holders of temporary Warrants shall be entitled to all of the benefits
of this Warrant Agreement.

     3.8  Cancellation.

          Subject to Section 3.5(h) hereof, the Company at any time may deliver
Warrants to the Warrant Agent for cancellation.  The Warrant Registrar shall
forward to the Warrant Agent any Warrants surrendered to them for registration
of transfer, exchange or exercise.  The Warrant

                                       19
<PAGE>

Agent and no one else shall cancel all Warrants surrendered for registration of
transfer, exchange, exercise, replacement or cancellation and shall destroy
canceled Warrants (subject to the record retention requirement of the Exchange
Act). Certification of the destruction of all canceled Warrants shall be
delivered to the Company. The Company may not issue new Warrants to replace
Warrants that have been exercised or that have been delivered to the Warrant
Agent for cancellation.

SECTION 4. SEPARATION OF WARRANTS; TERMS OF WARRANTS; EXERCISE OF WARRANTS.

          (a) The Notes and Warrants will not be separately transferable until
the Separation Date.  Subject to the terms of this Agreement, each Holder shall
have the right, which may be exercised during the period commencing at the
opening of business on the Exercise Date and until 5:00 p.m., New York City time
on  January 15, 2011 (the "Exercise Period"), to receive from the Company the
number of fully paid and nonassessable Warrant Shares which the Holder may at
the time be entitled to receive on exercise of such Warrants and payment of the
Exercise Price  (i) by tendering Notes having an aggregate principal amount,
plus accrued and unpaid interest, if any thereon to the date of exercise or (ii)
in cash, by wire transfer or by certified or official bank check payable to the
order of the Company, in each case, equal to the Exercise Price then in effect
for such Warrant Shares; provided that Holders shall be able to exercise their
Warrants only if a Registration Statement relating to the Warrant Shares is then
in effect, or the exercise of such Warrants is exempt from the registration
requirements of the Securities Act, and such securities are qualified for sale
or exempt from qualification under the applicable securities laws of the states
in which the various Holders of the Warrants or other Persons to whom it is
proposed that the Warrant Shares be issued on exercise of the Warrants reside.
Each Warrant not exercised prior to 5:00 p.m., New York City time, on January
15, 2011 (the "Expiration Date") shall become void and all rights thereunder and
all rights in respect thereof under this agreement shall cease as of such time.
No adjustments as to dividends will be made upon exercise of the Warrants.

          (b) In order to exercise all or any of the Warrants represented by a
Warrant Certificate, the holder thereof must deliver to the Warrant Agent at its
corporate trust office set forth in Section 15 hereof the Warrant Certificate
and the form of election to purchase on the reverse thereof duly filled in and
signed, which signature shall be medallion guaranteed by an institution which is
a member of a Securities Transfer Association recognized signature guarantee
program, and upon payment to the Warrant Agent for the account of the Company of
the Exercise Price, which is set forth in the form of Warrant Certificate
attached hereto as Exhibit A, as adjusted as herein provided, for the number of
Warrant Shares in respect of which such Warrants are then exercised.  Payment of
the aggregate Exercise Price shall be made (i) in cash, by wire transfer or by
certified or official bank check payable to the order of the Company or (ii) by
tendering Notes in the manner provided in Section 4(a) hereof.

          (c) Subject to the provisions of Section 5 hereof, upon compliance
with clauses (a) and (b) above, the Warrant Agent shall deliver or cause to be
delivered with all reasonable dispatch, to or upon the written order of the
Holder and in such name or names as the Holder may designate, a certificate or
certificates for the number of whole Warrant Shares issuable upon the exercise
of such Warrants, together with cash delivered by the Company in lieu

                                       20
<PAGE>

of fractional shares as provided in Section 9 hereof; provided that if any
consolidation, merger or lease or sale of assets is proposed to be effected by
the Company as described in Section 8(m) hereof, or a tender offer or an
exchange offer for shares of Common Stock shall be made, upon such surrender of
Warrants and payment of the Exercise Price as aforesaid, the Warrant Agent
shall, as soon as possible, but in any event not later than two Business Days
thereafter, deliver or cause to be delivered the full number of Warrant Shares
issuable upon the exercise of such Warrants in the manner described in this
sentence or other securities or property to which such Holder is entitled
hereunder, together with cash as provided in Section 9 hereof. Such certificate
or certificates shall be deemed to have been issued and any Person so designated
to be named therein shall be deemed to have become a Holder of record of such
Warrant Shares as of the date of the surrender of such Warrants and payment of
the Exercise Price.

          (d) The Warrants shall be exercisable, at the election of the Holders
thereof, either in full or from time to time in part.  If less than all the
Warrants represented by a Definitive Warrant are exercised, such Definitive
Warrant shall be surrendered and a new Definitive Warrant of the same tenor and
for the number of Warrants which were not exercised shall be executed by the
Company and delivered to the Warrant Agent and the Warrant Agent shall
countersign the new Definitive Warrant, registered in such name or names as may
be directed in writing by the Holder, and shall deliver the new Definitive
Warrant to the Person or Persons entitled to receive the same.  The Warrant
Agent shall make such notations on the Schedule of Exchange of Interests of
Global Warrants to each Global Warrant as are required to reflect any change in
the number of Warrants represented by such Global Warrant resulting from any
exercise in accordance with the terms hereof.

          (e) All Warrant Certificates surrendered upon exercise of Warrants
shall be cancelled by the Warrant Agent.  Such cancelled Warrant Certificates
shall then be disposed of by the Warrant Agent in a manner satisfactory to the
Company.  The Warrant Agent shall account promptly to the Company with respect
to Warrants exercised and concurrently pay to the Company all monies received by
the Warrant Agent for the purchase of the Warrant Shares through the exercise of
such Warrants.

          (f) The Warrant Agent shall keep copies of this Agreement and any
notices given or received hereunder available for inspection by the Holders
during normal business hours at its office.  The Company shall supply the
Warrant Agent from time to time with such numbers of copies of this Agreement as
the Warrant Agent may request.

SECTION 5. PAYMENT OF TAXES.

          The Company will pay all documentary stamp taxes attributable to the
initial issuance of Warrant Shares upon the exercise of Warrants; provided that
the Company shall not be required to pay any tax or taxes which may be payable
in respect of any transfer involved in the issue of any Warrant Certificates or
any certificates for Warrant Shares in a name other than that of the registered
holder of a Warrant Certificate surrendered upon the exercise of a Warrant, and
the Company shall not be required to issue or deliver such Warrant Certificates
unless or until the Person or Persons requesting the issuance thereof shall have
paid to the Company the amount of such tax or shall have established to the
satisfaction of the Company that such tax has been paid.

                                       21
<PAGE>

SECTION 6. RESERVATION OF WARRANT SHARES.

          (a) The Company will at all times reserve and keep available, free
from preemptive rights, out of the aggregate of its authorized but unissued
Common Stock or its authorized and issued Common Stock held in its treasury, for
the purpose of enabling it to satisfy any obligation to issue Warrant Shares
upon exercise of Warrants, the maximum number of shares of Common Stock which
may then be deliverable upon the exercise of all outstanding Warrants.

          (b) The Company or, if appointed, the transfer agent for the Common
Stock (the "Transfer Agent") and every subsequent transfer agent for any shares
of the Company's capital stock issuable upon the exercise of any of the rights
of purchase aforesaid will be irrevocably authorized and directed at all times
to reserve such number of authorized shares as shall be required for such
purpose.  The Company will keep a copy of this Agreement on file with the
Transfer Agent and with every subsequent transfer agent for any shares of the
Company's capital stock issuable upon the exercise of the rights of purchase
represented by the Warrants.  The Warrant Agent is hereby irrevocably authorized
to requisition from time to time from such Transfer Agent the stock certificates
required to honor outstanding Warrants upon exercise thereof in accordance with
the terms of this Agreement.  The Company will supply such Transfer Agent with
duly executed certificates for such purposes and will provide or otherwise make
available any cash which may be payable as provided in Section 9 hereof.  The
Company will furnish such Transfer Agent a copy of all notices of adjustments,
and certificates related thereto, transmitted to each Holder pursuant to Section
10 hereof.

          (c) Before taking any action which would cause an adjustment pursuant
to Section 8 hereof to reduce the Exercise Price below the then par value (if
any) of the Warrant Shares, the Company will take any corporate action which
may, in the opinion of its counsel (which may be counsel employed by the
Company), be necessary in order that the Company may validly and legally issue
fully paid and nonassessable Warrant Shares at the Exercise Price as so
adjusted.

          (c) The Company covenants that all Warrant Shares which may be issued
upon exercise of Warrants will, upon issue, be fully paid, nonassessable, free
of preemptive rights and free from all taxes, liens, charges and security
interests with respect to the issuance thereof.

SECTION 7. OBTAINING STOCK EXCHANGE LISTINGS.

          The Company will from time to time take all action which may be
necessary so that the Warrant Shares, immediately upon their issuance upon the
exercise of Warrants, will be listed on the principal securities exchanges,
automated quotation systems or other markets within the United States of
America, if any, on which other shares of Common Stock are then listed, if any.

                                       22
<PAGE>

SECTION 8. ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES ISSUABLE.

          The Exercise Price and the number of Warrant Shares issuable upon the
exercise of each Warrant are subject to adjustment from time to time upon the
occurrence of the events enumerated in this Section 8.  For purposes of Section
8 and Section 10, "Common Stock" means shares now or hereafter authorized of any
class of common stock of the Company and any other stock of the Company, however
designated, that has the right (subject to any prior rights of any class or
series of preferred stock) to participate in any distribution of the assets or
earnings of the Company without limit as to per share amount.

          (a)  Adjustment for Change in Capital Stock.

          If the Company (i) pays a dividend or makes a distribution on its
Common Stock in shares of its Common Stock, (ii) subdivides its outstanding
shares of Common Stock into a greater number of shares, (iii) combines its
outstanding shares of Common Stock into a smaller number of shares, (iv) makes a
distribution on its Common Stock in shares of its capital stock other than
Common Stock or (v) issues by reclassification of its Common Stock any shares of
its capital stock, then the Exercise Price in effect immediately prior to such
action shall be proportionately adjusted so that the Holder of any Warrant
thereafter exercised may receive the aggregate number and kind of shares of
capital stock of the Company which he would have owned immediately following
such action if such Warrant had been exercised immediately prior to such action.

          The adjustment shall become effective immediately after the record
date in the case of a dividend or distribution and immediately after the
effective date in the case of a subdivision, combination or reclassification.
If, after an adjustment, a Holder of a Warrant upon exercise of it may receive
shares of two or more classes of capital stock of the Company, the Company shall
determine, in good faith, the allocation of the adjusted Exercise Price between
the classes of capital stock and notify the Warrant Agent of such determination.
After such allocation, the exercise privilege and the Exercise Price of each
class of capital stock shall thereafter be subject to adjustment on terms
comparable to those applicable to Common Stock in this Section 8.  Such
adjustment shall be made successively whenever any event listed above shall
occur.

          (b)  Adjustment for Rights Issue.

          If the Company distributes any rights, options or warrants to all
holders of its Common Stock entitling them for a period expiring within 45 days
after the record date mentioned below to purchase shares of Common Stock at a
price per share less than the Fair Value (as defined herein) per share on that
record date, the Exercise Price shall be adjusted in accordance with the
formula:

                               N x P
                          O +  -----
                                 M
               E' = E  x  -------------
                               O + N

                                       23
<PAGE>

where:

     E' = the adjusted Exercise Price.

     E  = the current Exercise Price.

     O  = the number of shares of Common Stock outstanding on the record date.

     N  = the number of additional shares of Common Stock issued pursuant to
          such rights, options or warrants.

     P  = the aggregate price per share of the additional shares.

     M  = the Fair Value per share of Common Stock on the record date.

          The adjustment shall be made successively whenever any such rights,
options or warrants are issued and shall become effective immediately after the
record date for the determination of stockholders entitled to receive the
rights, options or warrants.  If at the end of the period during which such
rights, options or warrants are exercisable, not all rights, options or warrants
shall have been exercised, the Exercise Price shall be immediately readjusted to
what it would have been if "N" in the above formula had been the number of
shares actually issued.

          (c)  Adjustment for Other Distributions.

          If the Company distributes to all holders of its Common Stock any of
its assets or debt securities or any rights or warrants to purchase debt
securities of the Company, the Exercise Price shall be adjusted in accordance
with the formula:

                                   M - F
                         E' = E x  -----
                                     M

where:

     E' = the adjusted Exercise Price.

     E  = the current Exercise Price.

     M  = the Fair Value per share of Common Stock on the record date mentioned
          below.

     F  = the fair market value on the record date of the assets, securities,
          rights or warrants to be distributed in respect of one share of Common
          Stock as determined in good faith by the Board of Directors of the
          Company (the "Board of Directors").

          The adjustment shall be made successively whenever any such
distribution is made and shall become effective immediately after the record
date for the determination of stockholders entitled to receive the distribution.

                                       24
<PAGE>

          This Section 8(c) does not apply to cash dividends or cash
distributions paid out of consolidated current or retained earnings as shown on
the books of the Company prepared in accordance with generally accepted
accounting principles.  Also, this Section 8(c) does not apply to rights,
options or warrants referred to in Section 8(b) hereof.

          (d)  Adjustment for Common Stock Issue.

          If the Company issues shares of Common Stock for a consideration per
share less than the Fair Value per share on the date the Company fixes the
offering price of such additional shares, the Exercise Price shall be adjusted
in accordance with the formula:

                         O + P
                            ---
                             M
               E' = E x  ------
                            A

where:


     E' = the adjusted Exercise Price.

     E  = the then current Exercise Price.

     O  = the number of shares outstanding immediately prior to the issuance of
          such additional shares.

     P  = the aggregate consideration received for the issuance of such
          additional shares.

     M  = the Fair Value per share on the date of issuance of such additional
          shares.

     A  = the number of shares outstanding immediately after the issuance of
          such additional shares.


          The adjustment shall be made successively whenever any such issuance
is made, and shall become effective immediately after such issuance.

          This subsection (d) does not apply to:

               (1) any of the transactions described in subsections (a),  (b)
     and (c)  of this Section 8,

               (2) the exercise of Warrants, or the conversion or exchange of
     other securities convertible or exchangeable for Common Stock the issuance
     of which caused an adjustment to be made under Section 8(e),

               (3) Common Stock issued to the Company's employees, directors or
     consultants (or employees, directors or consultants of its Affiliates)
     under bona fide employee benefit plans adopted by the Board of Directors
     and approved by the holders of Common Stock when required by law, if such
     Common Stock would otherwise be

                                       25
<PAGE>

     covered by this subsection (d) (but only to the extent that the aggregate
     number of shares excluded hereby and issued after the date of this Warrant
     Agreement, together with the number of shares issuable upon conversion of
     the securities described in clause (e)(2) below, shall not exceed 5% of the
     Common Stock outstanding at the time of the adoption of each such plan,
     exclusive of anti-dilution adjustments thereunder),

               (4) Common Stock issued to shareholders of any Person which
     merges with the Company, or with a subsidiary of the Company, in proportion
     to their stock holdings of such Person immediately prior to such merger,
     upon such merger, provided that if such Person is an Affiliate of the
     Company, the Board of Directors shall have obtained a fairness opinion from
     a nationally recognized investment banking, appraisal or valuation firm,
     which is not an Affiliate of the Company, stating that the consideration
     received in such merger is fair to the Company from a financial point of
     view,

               (5) the issuance of shares of Common Stock pursuant to rights,
     options or warrants which were originally issued in a Non-Affiliate Sale
     (as defined below) together with one or more other securities as part of a
     unit at a price per unit, or

               (6) shares of Common Stock issued upon exercise of any option
     granted or warrant issued prior to the date of this Warrant Agreement and,
     with respect to any option granted or warrant issued after the date of this
     Warrant Agreement at an exercise price not less than Fair Value per share
     on the date of such grant or issuance, shares of Common Stock issued upon
     exercise thereof.

          (e)  Adjustment for Convertible Securities Issue.

          If the Company issues any securities (i) convertible into or (ii)
exercisable or exchangeable for Common Stock (other than securities issued in
transactions described in subsections (b) and (c) of this Section 8) for a
consideration per share of Common Stock initially deliverable upon conversion,
exercise or exchange of such securities less than the Fair Value per share on
the date of issuance of such securities, the Exercise Price shall be adjusted in
accordance with this formula:

                                   O +  P
                                       ---
                                        M
                         E' = E x  --------
                                    O + D
where:

     E' = the adjusted Exercise Price. E the then current Exercise Price.

     O  = the number of shares outstanding immediately prior to the issuance of
          such securities.

     P  = the aggregate consideration received for the issuance of such
          securities.

                                       26
<PAGE>

     M  = the Fair Value per share on the date of issuance of such securities.

     D  = the maximum number of shares deliverable upon conversion or in
          exchange for such securities at the initial conversion or exchange
          rate.

          The adjustment shall be made successively whenever any such issuance
is made, and shall become effective immediately after such issuance.

          If all of the Common Stock deliverable upon conversion, exercise or
exchange of such securities have not been issued when such securities are no
longer outstanding, then the Exercise Price shall promptly be readjusted to the
Exercise Price which would then be in effect had the adjustment upon the
issuance of such securities been made on the basis of the actual number of
shares of Common Stock issued upon conversion or exchange of such securities.

          This subsection (e) does not apply to:

               (1) convertible securities issued to shareholders of any Person
     which merges with the Company, or with a subsidiary of the Company, in
     proportion to their stock holdings of such Person immediately prior to such
     merger, upon such merger, provided that if such Person is an Affiliate of
     the Company, the Board of Directors shall have obtained a fairness opinion
     from a nationally recognized investment banking, appraisal or valuation
     firm, which is not an Affiliate of the Company, stating that the
     consideration received in such merger is fair to the Company from a
     financial point of view,

               (2) securities convertible into, exercisable or exchangeable for
     shares of Common Stock issued to employees, directors or consultants of IWO
     or its Affiliates under bona fide employee benefit plans adopted by the
     Board of Directors and approved by the holders of Common Stock, when
     required by law (but only to the extent the aggregate number of shares of
     Common Stock to be issued upon the conversion, exercise or exchange of
     such securities, together with the number of shares issued pursuant to
     clause (d)(3) above, shall not exceed 5% of the Common Stock outstanding at
     the time of adoption of each such plan, exclusive of anti-dilution
     adjustments thereunder).

          (f)  Consideration Received.

          For purposes of any computation respecting consideration received
pursuant to subsections (d) and (e) of this Section 8, the following shall
apply:

               (i) in the case of the issuance of shares of Common Stock for
     cash, the consideration shall be the amount of such cash, provided that in
     no case shall any deduction be made for any commissions, discounts or other
     expenses incurred by the Company for any underwriting of the issue or
     otherwise in connection therewith;

               (ii) in the case of the issuance of shares of Common Stock for a
     consideration in whole or in part other than cash, the consideration other
     than cash shall be deemed to be the fair market value thereof as determined
     in good faith by the Board of Directors (irrespective of the accounting
     treatment thereof), whose determination shall be

                                       27
<PAGE>

     conclusive for all purposes, and described in a Board resolution which
     shall be filed with the Warrant Agent;

               (iii)  in the case of the issuance of securities convertible into
     or exchangeable for shares, the aggregate consideration received therefor
     shall be deemed to be the consideration received by the Company for the
     issuance of such securities plus the additional minimum consideration, if
     any, to be received by the Company upon the conversion or exchange thereof
     (the consideration in each case to be determined in the same manner as
     provided in clauses (i) and (ii) of this subsection); and

               (iv) in the case of the issuance of shares of Common Stock
     pursuant to rights, options or warrants which rights, options or warrants
     were originally issued together with one or more other securities as part
     of a unit at a price per unit, the consideration shall be deemed to be the
     fair value of such rights, options or warrants at the time of issuance
     thereof as determined in good faith by the Board of Directors whose
     determination shall be conclusive and described in a Board resolution which
     shall be filed with the Warrant Agent plus the additional minimum
     consideration, if any, to be received by the Company upon the exercise,
     conversion or exchange thereof (as determined in the same manner as
     provided in clauses (i) and (ii) of this subsection).

          (g)  Fair Value.

          In Sections 8(d) and (e) hereof, the "Fair Value" per security at any
date of determination shall be (1) in connection with a sale by the Company to a
party that is not an Affiliate of the Company in an arm's-length transaction (a
"Non-Affiliate Sale"), the price per security at which such security is sold and
(2) in connection with any sale by the Company to an Affiliate of the Company,
(a) the last price per security at which such security was sold in a Non-
Affiliate Sale within the three-month period preceding such date of
determination or (b) if clause (a) is not applicable, the fair market value of
such security determined in good faith by (i) a majority of the Board of
Directors, including a majority of the Disinterested Directors, and approved in
a Board resolution delivered to the Warrant Agent or (ii) a nationally
recognized investment banking, appraisal or valuation firm, which is not an
Affiliate of the Company, in each case, taking into account, among all other
factors deemed relevant by the Board of Directors or such investment banking,
appraisal or valuation firm, the trading price and volume of such security on
any national securities exchange or automated quotation system on which such
security is traded.  Notwithstanding the foregoing, any sale to Credit Suisse
First Boston Corporation (or any successor thereto) pursuant to an underwritten
public offering registered under the Securities Act shall be deemed to be and
treated as a Non-Affiliate Sale.

          In Sections 8(b) and (c) hereof, the "Fair Value" per security at any
date of determination shall be (a) the last price per security at which such
security was sold by the Company in a Non-Affiliate Sale within the three-month
period preceding such date of determination or (b) if clause (a) is not
applicable, the fair market value of such security determined in good faith by
(i) a majority of the Board of Directors, including a majority of the
Disinterested Directors, and approved in a Board resolution delivered to the
Warrant Agent or (ii) a nationally recognized investment banking, appraisal or
valuation firm, which is not an Affiliate of the Company, in each case, taking
into account, among all other factors deemed

                                       28
<PAGE>

relevant by the Board of Directors or such investment banking, appraisal or
valuation firm, the trading price and volume of such security on any national
securities exchange or automated quotation system on which such security is
traded.

          For purposes of this Section 8(g), "Disinterested Director" means, in
connection with any issuance of securities that gives rise to a determination of
the Fair Value thereof, each member of the Board of Directors who is not an
officer, employee, director or other Affiliate of the party to whom the Company
is proposing to issue the securities giving rise to such determination.

          For purposes of this Section 8(g), "Affiliate" of any specified Person
means (A) any other Person directly or indirectly controlling or controlled by
or under direct or indirect common control with such specified Person and (B)
any director, officer or employee of such specified Person.  For purposes of
this definition "control" (including, with correlative meanings, the terms
"controlling," "controlled by" and "under common control with") as used with
respect to any Person, shall mean the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of such
Person, whether through the ownership of voting securities, by agreement or
otherwise.

          (h)  When De Minimis Adjustment May Be Deferred.

          No adjustment in the Exercise Price need be made unless the adjustment
would require an increase or decrease of at least 1% in the Exercise Price.  Any
adjustments that are not made shall be carried forward and taken into account in
any subsequent adjustment.  All calculations under this Section 8 shall be made
to the nearest cent or to the nearest 1/100th of a share, as the case may be, it
being understood that no such rounding shall be made under subsection (p).

          (i)  When No Adjustment Required.

          No adjustment need be made for a transaction referred to in Section
8(a), (b), (c), (d), (e) or (f) hereof, if Warrant Holders are to participate
(without being required to exercise their Warrants) in the transaction on a
basis and with written notice that the Board of Directors determines to be fair
and appropriate in light of the basis and notice on which holders of Common
Stock participate in the transaction.  No adjustment need be made for (i) rights
to purchase Common Stock pursuant to a Company plan for reinvestment of
dividends or interest,(ii) a change in the par value or no par value of the
Common Stock, or (iii) the adoption of a plan commonly referred to as a
"Stockholders' Rights Plan" which provides for the issuance of rights to acquire
shares of capital stock upon the occurrence of some event that is not within the
control of the rights holders, or the issuance of rights under such plan;
provided that the issuance of capital stock pursuant to such rights shall
require adjustment to the Exercise Price and number of shares of Common Stock
purchasable upon the exercise of each Warrant as set forth in this Agreement.
To the extent the Warrants become convertible into cash, no adjustment need be
made thereafter as to the cash.  Interest will not accrue on the cash.

                                       29
<PAGE>

          (j)  Notice of Adjustment.

          Whenever the Exercise Price is adjusted, the Company shall provide the
notices required by Section 10 hereof.

          (k)  Voluntary Reduction.

          The Company from time to time may reduce the Exercise Price by any
amount for any period of time, if the period is at least 20 days and if the
reduction is irrevocable during the period; provided that in no event may the
Exercise Price be less than the par value of a share of Common Stock.  Whenever
the Exercise Price is reduced, the Company shall mail to Warrant Holders and the
Warrant Agent a notice of the reduction.  The Company shall mail the notice at
least 15 days before the date the reduced Exercise Price takes effect.  The
notice shall state the reduced Exercise Price and the period in which it will be
in effect.  A reduction of the Exercise Price does not change or adjust the
Exercise Price otherwise in effect for purposes of Section 8(a), (b), (c), (d),
(e) and (f) hereof.

          (l)  Notice of Certain Transactions.

          If (i) the Company takes any action that would require an adjustment
in the Exercise Price pursuant to Section 8(a), (b), (c), (d), (e) or (f) hereof
and if the Company does not arrange for Warrant Holders to participate pursuant
to Section 8(i) hereof, (ii) the Company takes any action that would require a
supplemental Warrant Agreement pursuant to Section 8(m) hereof or (iii) there is
a liquidation or dissolution of the Company, then the Company shall mail to
Warrant Holders a notice stating the proposed record date for a dividend or
distribution or the proposed effective date of a subdivision, combination,
reclassification, consolidation, merger, transfer, lease, liquidation or
dissolution.  The Company shall mail the notice at least 15 days before such
date.  Failure to mail the notice or any defect in it shall not affect the
validity of the transaction.

          (m)  Reorganization of Company.

          If the Company consolidates or merges with or into, or transfers or
leases all or substantially all its assets to, any Person, upon consummation of
such transaction the Warrants shall automatically become exercisable for the
kind and amount of securities, cash or other assets which the Holder of a
Warrant would have owned immediately after the consolidation, merger, transfer
or lease if the Holder had exercised the Warrant immediately before the
effective date of the transaction with notice thereof to the Warrant Agent.
Concurrently with the consummation of such transaction, the corporation formed
by or surviving any such consolidation or merger if other than the Company, or
the Person to which such sale or conveyance shall have been made, shall enter
into a supplemental Warrant Agreement so providing and further providing for
adjustments which shall be as nearly equivalent as may be practical to the
adjustments provided for in this Section 8(m).  The successor Company shall mail
to Warrant Holders and the Warrant Agent a written notice describing the
supplemental Warrant Agreement.  If the issuer of securities deliverable upon
exercise of Warrants under the supplemental Warrant Agreement is an affiliate of
the formed, surviving, transferee or lessee corporation, that issuer shall join
in the

                                       30
<PAGE>

supplemental Warrant Agreement.  If this Section 8(m) applies, Sections
8(a), (b), (c), (d), (e) and (f) hereof do not apply.

          (n)  Company Determination Final.

          Any determination that the Company or the Board of Directors must make
pursuant to Section 8(a), (c), (d), (e), (f), (g), (h) or (i) hereof is
conclusive.

          (o)  Warrant Agent's Disclaimer.

          The Warrant Agent has no duty to determine when an adjustment under
this Section 8 should be made, how it should be made or what it should be.  The
Warrant Agent has no duty to determine whether any provisions of a supplemental
Warrant Agreement under Section 8(m) hereof are correct.  The Warrant Agent
makes no representation as to the validity or value of any securities or assets
issued upon exercise of Warrants.  The Warrant Agent shall not be responsible
for the Company's failure to comply with this Section 8.

          (p)  When Issuance or Payment May Be Deferred.

          In any case in which this Section 8 shall require that an adjustment
in the Exercise Price be made effective as of a record date for a specified
event, the Company may, with notice thereof to the Warrant Agent, elect to defer
until the occurrence of such event (i) issuing to the Holder of any Warrant
exercised after such record date the Warrant Shares and other capital stock of
the Company, if any, issuable upon such exercise over and above the Warrant
Shares and other capital stock of the Company, if any, issuable upon such
exercise on the basis of the Exercise Price and (ii) paying to such Holder any
amount in cash in lieu of a fractional share pursuant to Section 9 hereof;
provided that the Company shall deliver to such Holder a due bill or other
appropriate instrument evidencing such Holder's right to receive such additional
Warrant Shares, other capital stock and cash upon the occurrence of the event
requiring such adjustment.

          (q)  Adjustment in Number of Shares.

          Upon each adjustment of the Exercise Price pursuant to this Section 8,
each Warrant outstanding prior to the making of the adjustment in the Exercise
Price shall thereafter evidence the right to receive upon payment of the
adjusted Exercise Price that number of shares of Common Stock (calculated to the
nearest hundredth) obtained from the following formula:

                                        E
                              N' = N x ---
                                        E'

where:

     N' = the adjusted number of Warrant Shares issuable upon exercise of a
          Warrant by payment of the adjusted Exercise Price.

     N  = the number or Warrant Shares previously issuable upon exercise of a
          Warrant by payment of the Exercise Price prior to adjustment.

                                       31
<PAGE>

     E' = the adjusted Exercise Price.

     E  = the Exercise Price prior to adjustment.

     (r)  Form of Warrants.

          Irrespective of any adjustments in the Exercise Price or the number or
kind of shares purchasable upon the exercise of the Warrants, Warrants
theretofore or thereafter issued may continue to express the same price and
number and kind of shares as are stated in the Warrants initially issuable
pursuant to this Agreement.

SECTION 9.  FRACTIONAL INTERESTS.

          The Company shall not be required to issue fractional Warrant Shares
on the exercise of Warrants.  If more than one Warrant shall be presented for
exercise in full at the same time by the same Holder, the number of full Warrant
Shares which shall be issuable upon the exercise thereof shall be computed on
the basis of the aggregate number of Warrant Shares purchasable on exercise of
the Warrants so presented.  If any fraction of a Warrant Share would, except for
the provisions of this Section 9, be issuable on the exercise of any Warrants
(or specified portion thereof), the Company shall pay an amount in cash equal to
the fair value per Warrant Share, as determined on the day immediately preceding
the date the Warrant is presented for exercise in good faith by the Board of
Directors whose determination shall be conclusive and described in a Board
Resolution which shall be filed with the Warrant Agent, multiplied by such
fraction, computed to the nearest whole U.S. cent.

SECTION 10.  NOTICES TO WARRANT HOLDERS.

          (a) Upon any adjustment of the Exercise Price pursuant to Section 8
hereof, the Company shall promptly thereafter (i) cause to be filed with the
Warrant Agent a certificate of a firm of independent public accountants of
recognized standing selected by the Board of Directors of the Company (who may
be the regular auditors of the Company) setting forth the Exercise Price after
such adjustment and setting forth in reasonable detail the method of calculation
and the facts upon which such calculations are based and setting forth the
number of Warrant Shares (or portion thereof) issuable after such adjustment in
the Exercise Price, upon exercise of a Warrant and payment of the adjusted
Exercise Price, which certificate shall be conclusive evidence of the
correctness of the matters set forth therein, and (ii) cause to be given to each
of the registered holders of Warrants at the address appearing on the Warrant
register for each such registered holder written notice of such adjustments by
first-class mail, postage prepaid.  Where appropriate, such notice may be given
in advance and included as a part of the notice required to be mailed under the
other provisions of this Section 10.

          (b)  In case:

               (i) the Company shall authorize the issuance to all holders of
     shares of Common Stock of rights, options or warrants to subscribe for or
     purchase shares of Common Stock or of any other subscription rights or
     warrants;

                                       32
<PAGE>

               (ii) the Company shall authorize the distribution to all holders
     of shares of Common Stock of evidences of its indebtedness or assets (other
     than dividends or cash distributions paid out of consolidated current or
     retained earnings as shown on the books of the Company prepared in
     accordance with generally accepted accounting principles or dividends
     payable in shares of Common Stock or distributions referred to in Section
     8(a) hereof);

               (iii)  of any consolidation or merger to which the Company is a
     party and for which approval of any stockholders of the Company is
     required, or of the conveyance or transfer of the properties and assets of
     the Company substantially as an entirety, or of any reclassification or
     change of Common Stock issuable upon exercise of the Warrants (other than a
     change in par value, or from par value to no par value, or from no par
     value to par value, or as a result of a subdivision or combination), or a
     tender offer or exchange offer for shares of Common Stock;

               (iv) of the voluntary or involuntary dissolution, liquidation or
     winding up of the Company; or

               (v) the Company proposes to take any action (other than actions
     of the character described in Section 8(a) hereof) which would require an
     adjustment of the Exercise Price pursuant to Section 8 hereof;

then the Company shall cause to be filed with the Warrant Agent and shall cause
to be given to each of the registered holders of Warrants at his or her address
appearing on the Warrant register, at least 20 days (or 10 days in any case
specified in clauses (i) or (ii) above) prior to the applicable record date
hereinafter specified, or promptly in the case of events for which there is no
record date, by first-class mail, postage prepaid, a written notice stating (x)
the date as of which the holders of record of shares of Common Stock to be
entitled to receive any such rights, options, warrants or distribution are to be
determined, (y) the initial expiration date set forth in any tender offer or
exchange offer for shares of Common Stock, or (z) the date on which any such
consolidation, merger, conveyance, transfer, dissolution, liquidation or winding
up is expected to become effective or consummated, and the date as of which it
is expected that holders of record of shares of Common Stock shall be entitled
to exchange such shares for securities or other property, if any, deliverable
upon such reclassification, consolidation, merger, conveyance, transfer,
dissolution, liquidation or winding up.  The failure to give the notice required
by this Section 10 or any defect therein shall not affect the legality or
validity of any distribution, right, option, warrant, consolidation, merger,
conveyance, transfer, dissolution, liquidation or winding up, or the vote upon
any action.

          (c) Nothing contained in this Agreement or in any of the Warrant
Certificates shall be construed as conferring upon the Holders of Warrants the
right to vote or to consent or to receive notice as stockholders in respect of
the meetings of stockholders or the election of directors of the Company or any
other matter, or any rights whatsoever as stockholders of the Company.

                                       33
<PAGE>

SECTION 11.  MERGER, CONSOLIDATION OR CHANGE OF NAME OF WARRANT AGENT.

          (a) Any Person into which the Warrant Agent may be merged or with
which it may be consolidated, or any Person resulting from any merger or
consolidation to which the Warrant Agent shall be a party, or any Person
succeeding to the business of the Warrant Agent, shall be the successor to the
Warrant Agent hereunder without the execution or filing of any paper or any
further act on the part of any of the parties hereto, provided that such Person
would be eligible for appointment as a successor warrant agent under the
provisions of Section 13 hereof.  In case at the time such successor to the
Warrant Agent shall succeed to the agency created by this Agreement, and in case
at that time any of the Warrant Certificates shall have been countersigned but
not delivered, any such successor to the Warrant Agent may adopt the
countersignature of the original Warrant Agent; and in case at that time any of
the Warrant Certificates shall not have been countersigned, any successor to the
Warrant Agent may countersign such Warrant Certificates either in the name of
the predecessor Warrant Agent or in the name of the successor to the Warrant
Agent; and in all such cases such Warrant Certificates shall have the full force
and effect provided in the Warrant Certificates and in this Agreement.

          (b) In case at any time the name of the Warrant Agent shall be changed
and at such time any of the Warrant Certificates shall have been countersigned
but not delivered, the Warrant Agent whose name has been changed may adopt the
countersignature under its prior name, and in case at that time any of the
Warrant Certificates shall not have been countersigned, the Warrant Agent may
countersign such Warrant Certificates either in its prior name or in its changed
name, and in all such cases such Warrant Certificates shall have the full force
and effect provided in the Warrant Certificates and in this Agreement.

SECTION 12.  WARRANT AGENT.

          The Warrant Agent undertakes the duties and obligations imposed by
this Agreement upon the following terms and conditions, by all of which the
Company and the Holders of Warrants, by their acceptance thereof, shall be
bound:

          (a) The statements contained herein and in the Warrant Certificates
shall be taken as statements of the Company and the Warrant Agent assumes no
responsibility for the correctness of any of the same except such as describe
the Warrant Agent or action taken or to be taken by it.  The Warrant Agent
assumes no responsibility with respect to the distribution of the Warrant
Certificates except as herein otherwise provided.

          (b) The Warrant Agent shall not be responsible for any failure of the
Company to comply with any of the covenants contained in this Agreement or in
the Warrant Certificates to be complied with by the Company.

          (c) The Warrant Agent may consult at any time with counsel
satisfactory to it (who may be counsel for the Company) and the Warrant Agent
shall incur no liability or responsibility to the Company or to any holder of
any Warrant Certificate in respect of any action taken, suffered or omitted by
it hereunder in good faith and in accordance with the opinion or the advice of
such counsel.

                                       34
<PAGE>

          (d) The Warrant Agent shall incur no responsibility to the Company or
to any holder of any Warrant Certificate for any action taken in reliance on any
Warrant Certificate, certificate of shares, adjustments, determination, notice,
resolution, waiver, consent, order, certificate, or other paper, document or
instrument believed by it to be genuine and to have been signed, sent or
presented by the proper party or parties.

          (e) The Company agrees to pay to the Warrant Agent reasonable
compensation (which shall include the reasonable fees and expenses of its
counsel) for all services rendered by the Warrant Agent in the execution,
administration, preparation, delivery and amendment of this Agreement, to
reimburse the Warrant Agent for all expenses, taxes and governmental charges and
other charges of any kind and nature incurred by the Warrant Agent in the
execution, administration, preparation, delivery and amendment of this
Agreement.  The Company shall indemnify the Warrant Agent against any and all
losses, liabilities or expenses incurred by it arising out of or in connection
with the acceptance or administration of its duties under this Warrant
Agreement, including the costs and expenses of enforcing this Warrant Agreement
against the Company and defending itself against any claim (whether asserted by
the Company or any Holder or any other Person) or liability in connection with
the exercise or performance of any of its powers or duties hereunder, except to
the extent any such loss, liability or expense may be attributable to its gross
negligence or willful misconduct.  The indemnity provided in this Agreement
shall survive the termination of this Agreement and the resignation or removal
of the Warrant Agent.  The costs and expenses incurred in enforcing this right
of indemnification shall be paid by the Company.  The Warrant Agent shall notify
the Company promptly of any claim for which it may seek indemnity.  Failure by
the Warrant Agent to so notify the Company shall not relieve the Company of its
obligations hereunder.  The Company shall defend the claim and the Warrant Agent
shall cooperate in the defense.  The Warrant Agent may have separate counsel and
the Company shall pay the reasonable fees and expenses of such counsel.  The
Company need not pay for any settlement made without its consent, which consent
shall not be unreasonably withheld.

          (f) The Warrant Agent shall be under no obligation to institute any
action, suit or legal proceeding or to take any other action likely to involve
expense unless the Company or one or more registered holders of Warrants shall
furnish the Warrant Agent with reasonable security and indemnity for any costs
and expenses which may be incurred, but this provision shall not affect the
power of the Warrant Agent to take such action as it may consider proper,
whether with or without any such security or indemnity.  All rights of action
under this Agreement or under any of the Warrants may be enforced by the Warrant
Agent without the possession of any of the Warrant Certificates or the
production thereof at any trial or other proceeding relative thereto, and any
such action, suit or proceeding instituted by the Warrant Agent shall be brought
in its name as Warrant Agent and any recovery of judgment shall be for the
ratable benefit of the registered holders of the Warrants, as their respective
rights or interests may appear.

          (g) The Warrant Agent, and any stockholder, director, officer or
employee of it, may buy, sell or deal in any of the Warrants or other securities
of the Company or become pecuniarily interested in any transaction in which the
Company may be interested, or contract with or lend money to the Company or
otherwise act as fully and freely as though it were not

                                       35
<PAGE>

Warrant Agent under this Agreement. Nothing herein shall preclude the Warrant
Agent from acting in any other capacity for the Company or for any other Person.

          (h) The Warrant Agent shall act hereunder solely as agent for the
Company, and its duties shall be determined solely by the provisions hereof.
The Warrant Agent shall not be liable for anything which it may do or refrain
from doing in connection with this Agreement except for its own negligence or
bad faith.

          (i) The Warrant Agent shall not at any time be under any duty or
responsibility to any Holder of any Warrant Certificate to make or cause to be
made any adjustment of the Exercise Price or number of the Warrant Shares or
other securities or property deliverable as provided in this Agreement, or to
determine whether any facts exist which may require any of such adjustments, or
with respect to the nature or extent of any such adjustments, when made, or with
respect to the method employed in making the same.  The Warrant Agent shall not
be accountable with respect to the validity or value or the kind or amount of
any Warrant Shares or of any securities or property which may at any time be
issued or delivered upon the exercise of any Warrant or with respect to whether
any such Warrant Shares or other securities will when issued be validly issued
and fully paid and nonassessable, and makes no representation with respect
thereto.

          (j) The Warrant Agent, in its capacity as Warrant Registrar, shall
have all the rights, powers, privileges, exculpation, protections, and
indemnities as are provided to the Warrant Agent under this Agreement.

SECTION 13.  CHANGE OF WARRANT AGENT.

          The Warrant Agent may resign as Warrant Agent at any time following 30
days written notice thereof to the Company.  If the Warrant Agent shall become
incapable of acting as Warrant Agent, the Company shall appoint a successor to
such Warrant Agent.  If the Company shall fail to make such appointment within a
period of 30 days after it has been notified in writing of such incapacity by
the Warrant Agent or by the registered Holder of a Warrant Certificate, then the
registered Holder of any Warrant may apply to any court of competent
jurisdiction for the appointment of a successor to the Warrant Agent.  Pending
appointment of a successor to such Warrant Agent, either by the Company or by
such a court, the duties of the Warrant Agent shall be carried out by the
Company.  The Holders of a majority of the unexercised Warrants shall be
entitled at any time to remove the Warrant Agent and appoint a successor to such
Warrant Agent.  Such successor to the Warrant Agent need not be approved by the
Company or the former Warrant Agent.  After appointment, the successor to the
Warrant Agent shall be vested with the same powers, rights, duties and
responsibilities as if it had been originally named as Warrant Agent without
further act or deed; provided that the former Warrant Agent shall deliver and
transfer to the successor to the Warrant Agent any property at the time held by
it hereunder and execute and deliver any further assurance, conveyance, act or
deed necessary for the purpose.  Failure to give any notice provided for in this
Section 13, however, or any defect therein, shall not affect the legality or
validity of the appointment of a successor to the Warrant Agent.

                                       36
<PAGE>

SECTION 14.  REPORTS.

          (a) Whether or not required by the rules and regulations of the
Commission, so long as any Warrants are outstanding, the Company shall furnish
to the Warrant Agent and the Holders of Warrants (i) all quarterly and annual
financial information that would be required to be contained in a filing with
the Commission on Forms 10-Q and 10-K if the Company were required to file such
Forms, including a "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and, with respect to the annual information only, a
report thereon by the Company's certified independent accountants and (ii) all
current reports that would be required to be filed with the Commission on Form
8-K if the Company were required to file such reports.  In addition, whether or
not required by the rules and regulations of the Commission, the Company shall
file a copy of all such information and reports with the Commission for public
availability (unless the Commission shall not accept such a filing) and make
such information available to securities analysts and prospective investors upon
request.

          (b) The Company shall provide the Warrant Agent with a sufficient
number of copies of all such reports that the Warrant Agent may be required to
deliver to the Holders of the Warrants under this Section 14.

SECTION 15.  NOTICES TO COMPANY AND WARRANT AGENT.

          Any notice or demand authorized by this Agreement to be given or made
by the Warrant Agent or by the registered holder of any Warrant to or on the
Company shall be sufficiently given or made when received if deposited in the
mail, first class or registered, postage prepaid, addressed (until another
address is filed in writing by the Company with the Warrant Agent) as follows:

               IWO Holdings, Inc.
               319 Great Oaks Boulevard
               Albany, New York  12203
               Attention: Chief Executive Officer

          With a copy to:

               Gibson, Dunn & Crutcher LLP
               200 Park Avenue
               7th Floor
               New York, New York  10166
               Attention:  Joerg Esdorn

          In case the Company shall fail to maintain such office or agency or
shall fail to give such notice of the location or of any change in the location
thereof, presentations may be made and notices and demands may be served at the
principal office of the Warrant Agent.

          Any notice pursuant to this Agreement to be given by the Company or by
the registered holder(s) of any Warrant to the Warrant Agent shall be
sufficiently given when and if deposited in the mail, first-class or registered,
postage prepaid, addressed (until another address is filed in writing by the
Warrant Agent with the Company) to the Warrant Agent as follows:

                                       37
<PAGE>

               Firstar Bank, N.A.
               101 East 5th Street
               St. Paul, Minnesota  55101
               Facsimile: (651) 229-6415
               Attention: Corporate Trust Department

SECTION 16.  SUPPLEMENTS AND AMENDMENTS.

          The Company and the Warrant Agent may from time to time supplement or
amend this Agreement without the approval of any Holders of Warrants in order to
cure any ambiguity or to correct or supplement any provision contained herein
which may be defective or inconsistent with any other provision herein, or to
make any other provisions in regard to matters or questions arising hereunder
which the Company and the Warrant Agent may deem necessary or desirable and
which shall not in any way adversely affect the interests of the Holders of
Warrants.  Any amendment or supplement to this Agreement that has an adverse
effect on the interests of the Holders of Warrants shall require the written
consent of the Holders of a majority of the then outstanding Warrants (excluding
Warrants held by the Company or any of its affiliates).  The consent of each
Holder of Warrants affected shall be required for any amendment pursuant to
which the Exercise Price would be increased or the number of Warrant Shares
purchasable upon exercise of Warrants would be decreased (other than pursuant to
adjustments provided in this Agreement).  Upon receipt of a certificate from the
appropriate officer of the Company which states that the proposed supplement or
amendment is in compliance with the terms of this Section 16, and such
supplement or amendment does not change the Warrant Agent's duties, liabilities
or obligations, the Warrant Agent shall execute such supplement or amendment.

SECTION 17.  SUCCESSORS.

          All the covenants and provisions of this Agreement by or for the
benefit of the Company or the Warrant Agent shall bind and inure to the benefit
of their respective successors and assigns hereunder including, without
limitation and without the need for an express assignment, subsequent Holders.

SECTION 18.  TERMINATION.

          This Agreement  shall terminate at 5:00 p.m., New York City time on
January 15, 2011.  Notwithstanding the foregoing, this Agreement will terminate
on any earlier date if all Warrants have been exercised.  The provisions of
Section 12 shall survive such termination.

SECTION 19.  GOVERNING LAW.

          This Agreement and each Warrant Certificate issued hereunder shall be
deemed to be a contract made under the laws of the State of New York and for all
purposes shall be construed in accordance with the internal laws of said State.

                                       38
<PAGE>

SECTION 20.  BENEFITS OF THIS AGREEMENT.

          Nothing in this Agreement shall be construed to give to any Person
other than the Company, the Warrant Agent and the registered holders of Warrants
any legal or equitable right, remedy or claim under this Agreement; but this
Agreement shall be for the sole and exclusive benefit of the Company, the
Warrant Agent and the registered holders of Warrants.  The Company agrees that
the Holders of the Warrants shall be third-party beneficiaries to the agreements
made hereunder by the Company and each Holder shall have the right to enforce
such agreements directly to the extent it deems enforcement necessary or
advisable to protect its rights hereunder.

SECTION 21.  COUNTERPARTS.

          This Agreement may be executed in any number of counterparts and each
of such counterparts shall for all purposes be deemed to be an original, and all
such counterparts shall together constitute but one and the same instrument.

                            [Signature Page Follows]

                                       39
<PAGE>

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

                              IWO Holdings, Inc.



                              By:  /s/ Steven M. Nielsen
                                   ----------------------------------------
                                   Name: Steven M. Nielsen
                                   Title: Chief Executive Officer


                              FIRSTAR BANK, N.A., as Warrant Agent


                              By:  /s/ Frank P. Leslie III
                                   --------------------------------------------
                                   Name: Frank P. Leslie III
                                   Title: Vice President
<PAGE>

                                    EXHIBIT A
                          [Form of Warrant Certificate]
                                     [Face]

          Unit Legend.  Each Warrant issued prior to the Separation Date shall
bear the following legend (the "Unit Legend") on the face thereof:

THE WARRANTS EVIDENCED BY THIS CERTIFICATE ARE INITIALLY ISSUED AS PART OF AN
ISSUANCE OF 160,000 UNITS (THE "UNITS"), EACH OF WHICH CONSIST OF $1,000
PRINCIPAL AMOUNT AT MATURITY OF THE 14% SENIOR NOTES DUE 2011 OF IWO HOLDINGS,
INC. (THE "NOTES") AND ONE WARRANT (THE "WARRANTS") INITIALLY ENTITLING THE
HOLDER THEREOF TO PURCHASE 12.50025 SHARES OF CLASS C COMMON STOCK, PAR VALUE
$0.01 PER SHARE, OF IWO HOLDINGS, INC.

PRIOR TO THE EARLIEST OF (I) 180 DAYS AFTER THE CLOSING OF THE OFFERING OF THE
UNITS, (II) THE DATE ON WHICH A REGISTRATION STATEMENT WITH RESPECT TO A
REGISTERED EXCHANGE OFFER FOR THE NOTES IS DECLARED EFFECTIVE UNDER THE ACT,
(III) THE DATE A SHELF REGISTRATION STATEMENT WITH RESPECT TO THE NOTES IS
DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (IV) THE OCCURRENCE OF A CHANGE OF
CONTROL OR AN EVENT OF DEFAULT (EACH AS DEFINED IN THE INDENTURE GOVERNING THE
NOTES) AND (V) SUCH DATE AS CREDIT SUISSE FIRST BOSTON CORPORATION (OR ITS
SUCCESSOR OR ASSIGN) IN ITS SOLE DISCRETION SHALL DETERMINE, THE WARRANTS
EVIDENCED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED OR EXCHANGED SEPARATELY
FROM, BUT MAY BE TRANSFERRED OR EXCHANGED ONLY TOGETHER WITH, THE NOTES.

               [THIS GLOBAL WARRANT IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
     WARRANT AGREEMENT GOVERNING THIS WARRANT) OR ITS NOMINEE IN CUSTODY FOR THE
     BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY
     PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE WARRANT AGENT MAY MAKE
     SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 3.5 OF THE
     WARRANT AGREEMENT, (II) THIS GLOBAL WARRANT MAY BE EXCHANGED IN WHOLE BUT
     NOT IN PART PURSUANT TO SECTION 3.5(a) OF THE WARRANT AGREEMENT, (III) THIS
     GLOBAL WARRANT MAY BE DELIVERED TO THE WARRANT AGENT FOR CANCELLATION
     PURSUANT TO SECTION 3.8 OF THE WARRANT AGREEMENT AND (IV) THIS GLOBAL
     WARRANT MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN
     CONSENT OF THE COMPANY.]/1/

-------------------
/1/  This paragraph should be included only if the Warrant is issued in global
     form.

                                      A-1
<PAGE>

          Private Placement Legend:  Each Warrant issued pursuant to an
exemption from the registration requirements of the Securities Act shall bear
the following legend (the "Private Placement Legend") on the face thereof:

          THIS WARRANT (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM  REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF
1933 (THE "SECURITIES ACT"), AND THIS WARRANT  AND THE CLASS C COMMON STOCK
ISSUABLE UPON EXERCISE HEREOF MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED
IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.  EACH
PURCHASER OF THIS WARRANT IS HEREBY NOTIFIED THAT THE SELLER OF THIS  WARRANT
MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.  THE HOLDER OF THIS WARRANT
AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS WARRANT AND THE CLASS C
STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A PERSON WHOM THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
144A, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE
WITH RULE 904 UNDER THE SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF
AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER
WILL, AND EACH SUBSEQUENT HOLDER IS  REQUIRED TO, NOTIFY ANY PURCHASER OF THIS
WARRANT FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

                                      A-2
<PAGE>

No. ___________   ___Warrants
CUSIP No. ________

                              Warrant Certificate
                               IWO HOLDINGS, INC.

          This Warrant Certificate certifies that Cede & Co., or its registered
assigns, is the registered holder of Warrants expiring January 15, 2011 (the
"Warrants") to purchase Class C Common Stock, par value $0.01 (the "Common
Stock"), of IWO Holdings, Inc., a Delaware corporation (the "Company").  Each
Warrant entitles the registered holder upon exercise at any time from 9:00 a.m.
on February 15, 2002 referred to below (the "Exercise Date") until 5:00 p.m.
New York City time on January 15, 2011 to receive from the Company 12.50025
fully paid and nonassessable shares of Common Stock (the "Warrant Shares") at
the initial exercise price (the "Exercise Price") of $7.00 per share payable
upon surrender of this Warrant Certificate and payment of the Exercise Price at
the office or agency of the Warrant Agent, but only subject to the conditions
set forth herein and in the Warrant Agreement referred to on the reverse hereof.
The Exercise Price and number of Warrant Shares issuable upon exercise of the
Warrants are subject to adjustment upon the occurrence of certain events set
forth in the Warrant Agreement.

          No Warrant may be exercised after 5:00 p.m., New York City time on
January 15, 2011 and to the extent not exercised by such time such Warrants
shall become void.

          Reference is hereby made to the further provisions of this Warrant
Certificate set forth on the reverse hereof and such further provisions shall
for all purposes have the same effect as though fully set forth at this place.

          This Warrant Certificate shall not be valid unless countersigned by
the Warrant Agent, as such term is used in the Warrant Agreement.

          This Warrant Certificate shall be governed by and construed in
accordance with the internal laws of the State of New York.

                                      A-3
<PAGE>

          IN WITNESS WHEREOF, IWO Holdings, Inc. has caused this Warrant
Certificate to be signed below.

Dated: February 2, 2001

                              IWO Holdings, Inc.



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

Countersigned:


FIRSTAR BANK, N.A.
as Warrant Agent



By:
   ------------------------
   Authorized Signature

                                       A-4
<PAGE>

                        [Reverse of Warrant Certificate]

          The Warrants evidenced by this Warrant Certificate are part of a duly
authorized issue of Warrants expiring at 5:00 p.m. New York City time on January
15, 2011 entitling the holder on exercise to receive shares of Common Stock, and
are issued or to be issued pursuant to a Warrant Agreement dated as of February
2, 2001 (the "Warrant Agreement"), duly executed and delivered by the Company to
Firstar Bank, N.A., as warrant agent (the "Warrant Agent"), which Warrant
Agreement is hereby incorporated by reference in and made a part of this
instrument and is hereby referred to for a description of the rights, limitation
of rights, obligations, duties and immunities thereunder of the Warrant Agent,
the Company and the holders (the words "holders" or "holder" meaning the
registered holders or registered holder) of the Warrants.  A copy of the Warrant
Agreement may be obtained by the holder hereof upon written request to the
Company.

          Warrants may be exercised at any time on or after the Exercise Date
and on or before 5:00 p.m. New York City time on January 15, 2011,  provided
that holders shall be able to exercise their Warrants only if a Registration
Statement relating to the exercise of the Warrants is then in effect, or the
exercise of such Warrants is exempt from the registration requirements of the
Securities Act of 1933, as amended (the "Securities Act"), and such securities
are qualified for sale or exempt from qualification under the applicable
securities laws of the states in which the various holders of the Warrants or
other Persons to whom it is proposed that the Warrant Shares be issued on
exercise of the Warrants reside.  In order to exercise all or any of the
Warrants represented by this Warrant Certificate, the holder must deliver to the
Warrant Agent at its New York corporate trust office set forth in Section 15 of
the Warrant Agreement this Warrant Certificate and the form of election to
purchase on the reverse hereof duly filled in and signed, which signature shall
be medallion guaranteed by an institution which is a member of a Securities
Transfer Association recognized signature guarantee program, and upon payment to
the Warrant Agent for the account of the Company of the Exercise Price, as
adjusted as provided in the Warrant Agreement, for the number of Warrant Shares
in respect of which such Warrants are then exercised.  No adjustment shall be
made for any dividends on any Common Stock issuable upon exercise of this
Warrant.

          The Warrant Agreement provides that upon the occurrence of certain
events the Exercise Price set forth on the face hereof may, subject to certain
conditions, be adjusted.  If the Exercise Price is adjusted, the Warrant
Agreement provides that the number of shares of Common Stock issuable upon the
exercise of each Warrant shall be adjusted.  No fractions of a share of Common
Stock will be issued upon the exercise of any Warrant, but the Company will pay
the cash value thereof determined as provided in the Warrant Agreement.

          Warrant Certificates, when surrendered at the office of the Warrant
Agent by the registered holder thereof in person or by legal representative or
attorney duly authorized in writing, may be exchanged, in the manner and subject
to the limitations provided in the Warrant Agreement, but without payment of any
service charge, for another Warrant Certificate or Warrant Certificates of like
tenor evidencing in the aggregate a like number of Warrants.

          Upon due presentation for registration of transfer of this Warrant
Certificate at the office of the Warrant Agent a new Warrant Certificate or
Warrant Certificates of like tenor and

                                      A-5
<PAGE>

evidencing in the aggregate a like number of Warrants shall be issued to the
transferee(s) in exchange for this Warrant Certificate, subject to the
limitations provided in the Warrant Agreement, without charge except for any tax
or other governmental charge imposed in connection therewith.

          The Company and the Warrant Agent may deem and treat the registered
holder(s) thereof as the absolute owner(s) of this Warrant Certificate
(notwithstanding any notation of ownership or other writing hereon made by
anyone), for the purpose of any exercise hereof, of any distribution to the
holder(s) hereof, and for all other purposes, and neither the Company nor the
Warrant Agent shall be affected by any notice to the contrary.  Neither the
Warrants nor this Warrant Certificate entitles any holder hereof to any rights
of a stockholder of the Company.

                                      A-6
<PAGE>

                         [Form of Election to Purchase]
                   (To Be Executed Upon Exercise Of Warrant)

          The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant Certificate, to receive _____________ shares of
Class C Common Stock and herewith tenders payment for such shares to the order
of IWO Holdings, Inc., in the amount of $__________ in accordance with the terms
hereof.  The undersigned requests that a certificate for such shares be
registered in the name of _______________, whose address is __________________
and that such shares be delivered to ___________, whose address is
____________________________.  If said number of shares is less than all of the
shares of Common Stock purchasable hereunder, the undersigned requests that a
new Warrant Certificate representing the remaining balance of such shares be
registered in the name of ______________________, whose address is
____________________, and that such Warrant Certificate be delivered to whose
address is ____________________.

          ________________________________________
          Signature

Date:

          ________________________________________
          Signature Guaranteed

Signatures must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Warrant Agent, which requirements include membership or
participation in the Security Transfer Agent Medallion Program ("STAMP") or such
other "signature guarantee program" as may be determined by the Warrant Agent in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.

                                      A-7
<PAGE>

                       SCHEDULE OF EXCHANGES OF INTERESTS
                             OF GLOBAL WARRANTS/2/

The following exchanges of a part of this Global Warrant have been made:

<TABLE>
<CAPTION>
Date of       Amount of decrease   Amount of increase   Number of Warrants    Signature of authorized
Exchange      in Number of         in Number of         in this Global        officer of Warrant Agent
              warrants in this     Warrants in this     Warrant following
              Global Warrant       Global Warrant       such decrease or
                                                        increase
-------------------------------------------------------------------------------------------------------
<S>           <C>                  <C>                  <C>                   <C>



</TABLE>



----------------------
/2/To be included only on Global Warrants.


                                      A-8
<PAGE>

                                   EXHIBIT B
                        FORM OF CERTIFICATE OF TRANSFER

IWO Holdings, Inc.
319 Great Oaks Boulevard
Albany, New York  12203

Firstar Bank, N.A.
101 East 5th Street
St. Paul, Minnesota  55101
Facsimile: (651) 229-6415
Attention: [              ]

     Re:  Warrants

          Reference is hereby made to the Warrant Agreement, dated as of
February 2, 2001 (the "Warrant Agreement"), between IWO Holdings, Inc., as
issuer (the "Company"), and Firstar Bank N.A., as warrant agent.  Capitalized
terms used but not defined herein shall have the meanings given to them in the
Warrant Agreement.

          __________________, (the "Transferor") owns and proposes to transfer
the Warrant[s] or interest in such Warrant[s] specified in Annex A hereto, in
the amount of $__________ in such Warrant[s] or interests (the "Transfer"), to
_____________________ (the "Transferee"), as further specified in Annex A
hereto.  In connection with the Transfer, the Transferor hereby certifies that:

                             [CHECK ALL THAT APPLY]

          1. [ ] Check if Transferee will take delivery of a beneficial interest
                 ---------------------------------------------------------------
in the 144A Global Warrant or a Definitive Warrant Pursuant to Rule 144A.  The
------------------------------------------------------------------------
Transfer is being effected pursuant to and in accordance with Rule 144A under
the United States Securities Act of 1933, as amended (the "Securities Act"),
and, accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Warrant is being transferred to a Person that the
Transferor reasonably believed and believes is purchasing the beneficial
interest or Definitive Warrant for its own account, or for one or more accounts
with respect to which such Person exercises sole investment discretion, and such
Person and each such account is a "qualified institutional buyer" within the
meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and
such Transfer is in compliance with any applicable blue sky securities laws of
any state of the United States.  Upon consummation of the proposed Transfer in
accordance with the terms of the Warrant Agreement, the transferred beneficial
interest or Definitive Warrant will be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the 144A Global Warrant
and/or the Definitive Warrant and in the Warrant Agreement and the Securities
Act.

          2. [ ] Check if Transferee will take delivery of a beneficial interest
                 ---------------------------------------------------------------
in the Regulation S Global Warrant or a Definitive Warrant pursuant to
----------------------------------------------------------------------
Regulation S.  The Transfer is being effected pursuant to and in accordance with
------------
Rule 903 or Rule 904 under the

                                      B-1
<PAGE>

Securities Act and, accordingly, the Transferor hereby further certifies that
(i) the Transfer is not being made to a Person in the United States and (x) at
the time the buy order was originated, the Transferee was outside the United
States or such Transferor and any Person acting on its behalf reasonably
believed and believes that the Transferee was outside the United States or (y)
the transaction was executed in, on or through the facilities of a designated
offshore securities market and neither such Transferor nor any Person acting on
its behalf knows that the transaction was prearranged with a buyer in the United
States, (ii) no directed selling efforts have been made in contravention of the
requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities
Act, (iii) the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act and (iv) if the proposed
transfer is being made prior to the expiration of the Restricted Period, the
transfer is not being made to a U.S. Person or for the account or benefit of a
U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed
transfer in accordance with the terms of the Warrant Agreement, the transferred
beneficial interest or Definitive Warrant will be subject to the restrictions on
Transfer enumerated in the Private Placement Legend printed on the Regulation S
Global Warrant and/or the Definitive Warrant and in the Warrant Agreement and
the Securities Act.

          3. [ ] Check and complete if Transferee will take delivery of a
                 --------------------------------------------------------
beneficial interest in a Definitive Warrant pursuant to any provision of the
----------------------------------------------------------------------------
Securities Act other than Rule 144A or Regulation S.  The Transfer is being
---------------------------------------------------
effected in compliance with the transfer restrictions applicable to beneficial
interests in Restricted Global Warrants and Restricted Definitive Warrants and
pursuant to and in accordance with the Securities Act and any applicable blue
sky securities laws of any state of the United States, and accordingly the
Transferor hereby further certifies that (check one):

               (a) [ ] such Transfer is being effected pursuant to and in
          accordance with Rule 144 under the Securities Act;

                                       or

               (b) [ ] such Transfer is being effected to the Company or a
          subsidiary thereof;

                                       or

               (c) [ ] such Transfer is being effected pursuant to an effective
          registration statement under the Securities Act and in compliance with
          the prospectus delivery requirements of the Securities Act.

          4. [ ] Check if Transferee will take delivery of a beneficial interest
                 ---------------------------------------------------------------
in an Unrestricted Global Warrant or of an Unrestricted Definitive Warrant.
--------------------------------------------------------------------------

               (a) [ ] Check if Transfer is pursuant to Rule 144. (i) The
          Transfer is being effected pursuant to and in accordance with Rule 144
          under the Securities Act and in compliance with the transfer
          restrictions contained in the Warrant Agreement and any applicable
          blue sky securities laws of any state of the United States and (ii)
          the restrictions on transfer contained in the Warrant Agreement and
          the Private Placement Legend are not required in order to maintain
          compliance with the Securities

                                      B-2
<PAGE>

          Act. Upon consummation of the proposed Transfer in accordance with the
          terms of the Warrant Agreement, the transferred beneficial interest or
          Definitive Warrant will no longer be subject to the restrictions on
          transfer enumerated in the Private Placement Legend printed on the
          Restricted Global Warrants, on Restricted Definitive Warrants and in
          the Warrant Agreement.

               (b) [ ] Check if Transfer is Pursuant to Regulation S. (i) The
          Transfer is being effected pursuant to and in accordance with Rule 903
          or Rule 904 under the Securities Act and in compliance with the
          transfer restrictions contained in the Warrant Agreement and any
          applicable blue sky securities laws of any state of the United States
          and (ii) the restrictions on transfer contained in the Warrant
          Agreement and the Private Placement Legend are not required in order
          to maintain compliance with the Securities Act. Upon consummation of
          the proposed Transfer in accordance with the terms of the Warrant
          Agreement, the transferred beneficial interest or Definitive Warrant
          will no longer be subject to the restrictions on transfer enumerated
          in the Private Placement Legend printed on the Restricted Global
          Warrants, on Restricted Definitive Warrants and in the Warrant
          Agreement.

               (c) [ ] Check if Transfer is Pursuant to Other Exemption. (i) The
          Transfer is being effected pursuant to and in compliance with an
          exemption from the registration requirements of the Securities Act
          other than Rule 144, Rule 903 or Rule 904 and in compliance with the
          transfer restrictions contained in the Warrant Agreement and any
          applicable blue sky securities laws of any State of the United States
          and (ii) the restrictions on transfer contained in the Warrant
          Agreement and the Private Placement Legend are not required in order
          to maintain compliance with the Securities Act. Upon consummation of
          the proposed Transfer in accordance with the terms of the Warrant
          Agreement, the transferred beneficial interest or Definitive Warrant
          will not be subject to the restrictions on transfer enumerated in the
          Private Placement Legend printed on the Restricted Global Warrants or
          Restricted Definitive Warrants and in the Warrant Agreement.

          This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.

                              [Insert Name of Transferor]



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

Dated:______________________

                                      B-3
<PAGE>

                       ANNEX A TO CERTIFICATE OF TRANSFER

1.   The Transferor owns and proposes to transfer the following:

                           [CHECK ONE OF (a) OR (b)]

     (a)  [ ]   a beneficial interest in the:

          (i)   [ ] 144A Global Warrant, or

          (ii)  [ ] Regulation S Global Warrant; or

     (b)  [ ]   a Restricted Definitive Warrant.

2.   After the Transfer the Transferee will hold:

                                  [CHECK ONE]

     (a)  [ ]   a beneficial interest in the:

          (i)   [ ] 144A Global Warrant, or

          (ii)  [ ] Regulation S Global Warrant, or

          (ii)  [ ] Unrestricted Global Warrant; or

          (b)   [ ] a Restricted Definitive Warrant; or

          (c)   [ ] an Unrestricted Definitive Warrant,

          in accordance with the terms of the Warrant Agreement.

                                      B-4
<PAGE>

                                   EXHIBIT C
                        FORM OF CERTIFICATE OF EXCHANGE

IWO Holdings, Inc.
319 Great Oaks Boulevard
Albany, New York  12203

Firstar Bank, N.A.
101 East 5th Street
St. Paul, Minnesota  55101
Facsimile: (651) 229-6415
Attention: [           ]

     Re:  Warrants

                              (CUSIP ____________)

          Reference is hereby made to the Warrant Agreement, dated as of
February 2, 2001 (the "Warrant Agreement"), between IWO Holdings, Inc., as
issuer (the "Company"), and Firstar Bank, N.A., as warrant agent.  Capitalized
terms used but not defined herein shall have the meanings given to them in the
Warrant Agreement.

          __________________________, (the "Owner") owns and proposes to
exchange the Warrant[s] or interest in such Warrant[s] specified herein, in the
amount of $____________ in such Warrant[s] or interests (the "Exchange").  In
connection with the Exchange, the Owner hereby certifies that:

          1.  Exchange of Restricted Definitive Warrants or Beneficial Interests
              ------------------------------------------------------------------
in a Restricted Global Warrant for Unrestricted Definitive Warrants or
----------------------------------------------------------------------
Beneficial Interests in an Unrestricted Global Warrant
------------------------------------------------------

               (a) [ ] Check if Exchange is from beneficial interest in a
          Restricted Global Warrant to beneficial interest in an Unrestricted
          Global Warrant. In connection with the Exchange of the Owner's
          beneficial interest in a Restricted Global Warrant for a beneficial
          interest in an Unrestricted Global Warrant in an equal principal
          amount, the Owner hereby certifies (i) the beneficial interest is
          being acquired for the Owner's own account without transfer, (ii) such
          Exchange has been effected in compliance with the transfer
          restrictions applicable to the Global Warrants and pursuant to and in
          accordance with the United States Securities Act of 1933, as amended
          (the "Securities Act"), (iii) the restrictions on transfer contained
          in the Warrant Agreement and the Private Placement Legend are not
          required in order to maintain compliance with the Securities Act and
          (iv) the beneficial interest in an Unrestricted Global Warrant is
          being acquired in compliance with any applicable blue sky securities
          laws of any state of the United States.

               (b) [ ] Check if Exchange is from beneficial interest in a
          Restricted Global Warrant to Unrestricted Definitive Warrant. In
          connection with


                                      C-1
<PAGE>

          the Exchange of the Owner's beneficial interest in a Restricted Global
          Warrant for an Unrestricted Definitive Warrant, the Owner hereby
          certifies (i) the Definitive Warrant is being acquired for the Owner's
          own account without transfer, (ii) such Exchange has been effected in
          compliance with the transfer restrictions applicable to the Restricted
          Global Warrants and pursuant to and in accordance with the Securities
          Act, (iii) the restrictions on transfer contained in the Warrant
          Agreement and the Private Placement Legend are not required in order
          to maintain compliance with the Securities Act and (iv) the Definitive
          Warrant is being acquired in compliance with any applicable blue sky
          securities laws of any state of the United States.

               (c) [ ] Check if Exchange is from Restricted Definitive Warrant
          to beneficial interest in an Unrestricted Global Warrant. In
          connection with the Owner's Exchange of a Restricted Definitive
          Warrant for a beneficial interest in an Unrestricted Global Warrant,
          the Owner hereby certifies (i) the beneficial interest is being
          acquired for the Owner's own account without transfer, (ii) such
          Exchange has been effected in compliance with the transfer
          restrictions applicable to Restricted Definitive Warrants and pursuant
          to and in accordance with the Securities Act, (iii) the restrictions
          on transfer contained in the Warrant Agreement and the Private
          Placement Legend are not required in order to maintain compliance with
          the Securities Act and (iv) the beneficial interest is being acquired
          in compliance with any applicable blue sky securities laws of any
          state of the United States.

               (d) [ ] Check if Exchange is from Restricted Definitive Warrant
          to Unrestricted Definitive Warrant. In connection with the Owner's
          Exchange of a Restricted Definitive Warrant for an Unrestricted
          Definitive Warrant, the Owner hereby certifies (i) the Unrestricted
          Definitive Warrant is being acquired for the Owner's own account
          without transfer, (ii) such Exchange has been effected in compliance
          with the transfer restrictions applicable to Restricted Definitive
          Warrants and pursuant to and in accordance with the Securities Act,
          (iii) the restrictions on transfer contained in the Warrant Agreement
          and the Private Placement Legend are not required in order to maintain
          compliance with the Securities Act and (iv) the Unrestricted
          Definitive Warrant is being acquired in compliance with any applicable
          blue sky securities laws of any state of the United States.

          2.  Exchange of Restricted Definitive Warrants or Beneficial Interests
              ------------------------------------------------------------------
in Restricted Global Warrants for Restricted Definitive Warrants or Beneficial
------------------------------------------------------------------------------
Interests in Restricted Global Warrants
---------------------------------------

               (a) [ ] Check if Exchange is from beneficial interest in a
          Restricted Global Warrant to Restricted Definitive Warrant. In
          connection with the Exchange of the Owner's beneficial interest in a
          Restricted Global Warrant for a Restricted Definitive Warrant in a
          number equal to the number of beneficial interests exchanged, the
          Owner hereby certifies that the Restricted Definitive Warrant is being
          acquired for the Owner's own account without transfer. Upon
          consummation of the proposed Exchange in accordance with the terms of
          the Warrant Agreement, the Restricted Definitive Warrant issued will
          continue to be subject to the restrictions on

                                      C-2
<PAGE>

          transfer enumerated in the Private Placement Legend printed on the
          Restricted Definitive Warrant and in the Warrant Agreement and the
          Securities Act.

               (b) [ ] Check if Exchange is from Restricted Definitive Warrant
          to beneficial interest in a Restricted Global Warrant. In connection
          with the Exchange of the Owner's Restricted Definitive Warrant for a
          beneficial interest in the [CHECK ONE] 144A Global Warrant, Regulation
          S Global Warrant, in a number equal to the number of beneficial
          interests exchanged, the Owner hereby certifies (i) the beneficial
          interest is being acquired for the Owner's own account without
          transfer and (ii) such Exchange has been effected in compliance with
          the transfer restrictions applicable to the Restricted Global Warrants
          and pursuant to and in accordance with the Securities Act, and in
          compliance with any applicable blue sky securities laws of any state
          of the United States. Upon consummation of the proposed Exchange in
          accordance with the terms of the Warrant Agreement, the beneficial
          interest issued will be subject to the restrictions on transfer
          enumerated in the Private Placement Legend printed on the relevant
          Restricted Global Warrant and in the Warrant Agreement and the
          Securities Act.

          This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.

                              [Insert Name of Transferor]



                              By:
                                  ------------------------
                                  Name:
                                  Title:
Dated:____________________


                                      C-3