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                 INTERNATIONAL WIRELESS COMMUNICATIONS HOLDINGS, INC.

                EIGHTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

                                 As of March 10, 1998

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                                  TABLE OF CONTENTS

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1.  Registration Rights. . . . . . . . . . . . . . . . . . . . . . . . . . . 2
          1.1 Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . 2
          1.2 Request for Registration . . . . . . . . . . . . . . . . . . . 4
          1.3 Company Registration . . . . . . . . . . . . . . . . . . . . . 5
          1.4 Obligations of the Company . . . . . . . . . . . . . . . . . . 6
          1.5 Furnish Information. . . . . . . . . . . . . . . . . . . . . . 7
          1.6 Expenses of Demand Registration. . . . . . . . . . . . . . . . 8
          1.7 Expenses of Company Registration . . . . . . . . . . . . . . . 8
          1.8 Underwriting Requirements. . . . . . . . . . . . . . . . . . . 8
          1.9 Delay of Registration. . . . . . . . . . . . . . . . . . . . . 9
          1.10 Indemnification . . . . . . . . . . . . . . . . . . . . . . . 9
          1.11 Reports Under 1934 Act. . . . . . . . . . . . . . . . . . . .11
          1.12 Form S-3 Registration . . . . . . . . . . . . . . . . . . . .12
          1.13 Assignment of Registration Rights . . . . . . . . . . . . . .13
          1.14 Limitations on Subsequent Registration Rights; 
                Registration Rights Agreement. . . . . . . . . . . . . . . .13
          1.15 "Market Stand-Off" Agreement. . . . . . . . . . . . . . . . .13
          1.16 Termination of Registration Rights. . . . . . . . . . . . . .14

2.  Covenants of the Company . . . . . . . . . . . . . . . . . . . . . . . .14
          2.1 Delivery of Financial Statements . . . . . . . . . . . . . . .14
          2.2 Inspection . . . . . . . . . . . . . . . . . . . . . . . . . .15
          2.3 Right of First Offer on Primary Sales. . . . . . . . . . . . .15
          2.4 Restrictions on Sale or Other Disposition of Shares. . . . . .18
          2.5 Right of First Offer on Certain Secondary Sales. . . . . . . .19
          2.6 Board Representation . . . . . . . . . . . . . . . . . . . . .22
          2.7 Observer Rights. . . . . . . . . . . . . . . . . . . . . . . .23
          2.8 Co-Sale Rights . . . . . . . . . . . . . . . . . . . . . . . .24
          2.9 Stock Purchases by Employees, Officers, Directors and
                Consultants. . . . . . . . . . . . . . . . . . . . . . . . .28
          2.10 Additional Liquidity Rights . . . . . . . . . . . . . . . . .28
          2.11 Termination of Certain Covenants. . . . . . . . . . . . . . .29
          2.12 Certain Provisions Relating to BT Holders . . . . . . . . . .29
                2A Toronto Dominion Regulatory Compliance. . . . . . . . . .30
                2A.1 Violation of BHCA or SBIA . . . . . . . . . . . . . . .30
                2A.2 SBIC Requirements . . . . . . . . . . . . . . . . . . .30
                2A.3 Acquisition of Shares . . . . . . . . . . . . . . . . .31
                2A.4 BHCA Issue, SBIC Issue and SBIC Requirements Defined. .31

3.  Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .32
          3.1 Successors and Assigns . . . . . . . . . . . . . . . . . . . .32
          3.2 Governing Law. . . . . . . . . . . . . . . . . . . . . . . . .32


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          3.3 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . .32
          3.4 Titles and Subtitles . . . . . . . . . . . . . . . . . . . . .32
          3.5 Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . .32
          3.6 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . .32
          3.7 Amendments and Waivers . . . . . . . . . . . . . . . . . . . .32
          3.8 Approvals. . . . . . . . . . . . . . . . . . . . . . . . . . .33
          3.9 Severability . . . . . . . . . . . . . . . . . . . . . . . . .33
          3.10 Aggregation of Stock. . . . . . . . . . . . . . . . . . . . .33
          3.11 Entire Agreement; Amendment; Waiver . . . . . . . . . . . . .33

Schedule A      Schedule of Investors







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                EIGHTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT


          THIS EIGHTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT is made as
of the 10th day of March, 1998, by and among International Wireless
Communications Holdings, Inc., a Delaware corporation (the "Company"), and the
investors listed on SCHEDULE A hereto, each of which is herein referred to as an
"Investor."

                                       RECITALS

          WHEREAS, certain of the Investors (the "Existing Investors") hold
shares of the Company's preferred stock, par value $0.01 per share (the
"Preferred Stock"), and/or shares of its common stock, par value $0.01 per share
(the "Common Stock"), issued upon conversion thereof and/or other securities
convertible or exchangeable into the Company's Preferred Stock or Common Stock
and possess registration rights, information rights, rights of first offer,
co-sale rights and other rights pursuant to the Seventh Amended and Restated
Investor Rights Agreement dated as of December 13, 1997 (the "Prior Agreement"),
among the Company and such Investors; and

          WHEREAS, certain of the Existing Investors are lenders under the Loan
Agreement dated August 18, 1997 among the Company and the lenders named therein
(the "IWCH Loan Agreement") and under the Loan Agreement dated August 18, 1997
among Pakistan Wireless Holdings Limited, a Mauritius Company ("PWH"), and the
lenders named therein (the "PWH Loan Agreement;" together with the IWCH Loan
Agreement, the "Loan Agreements"); and

          WHEREAS, subject to certain terms and conditions, the Notes, as that
term is defined in the IWCH Loan Agreement (the "IWCH Notes") may be exchanged
for Series G-1 or Series G-2 Preferred Stock of the Company and the Notes, as
that term is defined in the PWH Loan Agreement (the "PWH Notes;" together with
the IWCH Notes, the "IWCH/PWH Notes") may be exchanged for shares of Series H-1
or Series H-2 Preferred Stock of the Company (the shares of Series G-1,
Series G-2, Series H-1 and Series H-2 Preferred Stock issuable upon exchange of
the IWCH/PWH Notes or the conversion of other shares of Series G-1, Series G-2,
Series H-1 or Series H-2 Preferred Stock being referred to as the "Series G/H
Preferred Shares"); and

          WHEREAS, the Company has issued or may issue to certain of the
Existing Investors the Warrants, as that term is defined in the IWCH Loan
Agreement (individually an "IWCH Warrant"; collectively, the "IWCH Warrants");
and

          WHEREAS, certain of the Existing Investors are former stockholders of
Radio Movil Digital Americas, Inc., a Delaware corporation ("RMD"), that
acquired shares of the Company's Series I Preferred Stock or Common Stock
(collectively, the "Merger Shares") pursuant to the Agreement and Plan of Merger
dated November 22, 1997, as amended (the

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"RMD Merger Agreement") among the Company, a wholly owned subsidiary of the
Company and RMD; and

          WHEREAS, certain of the Investors hold warrants to purchase Common
Stock (individually, a "BT Warrant;" collectively, the "BT Warrants") issued
pursuant to the Amended and Restated Senior Secured Note and Warrant Purchase
Agreement dated as of January 23, 1998 (the "BT Note and Warrant Agreement")
among the Company and the investors named therein; and 

          WHEREAS, the Company desires to grant certain registration rights,
information rights, rights of first offer, co-sale rights and other rights to
holders of the Common Stock issued or issuable upon exercise of the BT Warrants
(the "BT Warrant Shares;" each such holder of BT Warrant Shares being referred
to as a "BT Holder"); and

          WHEREAS, certain of the Investors hold shares of the Company's
Series J Preferred Stock (the "Series J Preferred Stock") and warrants to
purchase Common Stock (individually, a "Series J Warrant;" collectively, the
"Series J Warrants") issued pursuant to the Series J Preferred Stock and Warrant
Purchase Agreement dated as March 10, 1998 (the "Series J Agreement") among the
Company and such Investors; and

          WHEREAS, the Company desires to grant certain information rights,
rights of first of offer, co-sale rights and other rights to holders of Common
Stock issued or issuable upon conversion of Series J Preferred Stock and
exercise of Series J Warrants; and 

          WHEREAS, the Existing Investors desire to amend and restate the Prior
Agreement and to accept the rights created pursuant hereto in lieu of the rights
granted to them under the Prior Agreement. 

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

          1.   REGISTRATION RIGHTS.  The Company covenants and agrees as
follows:

               1.1. DEFINITIONS.  For purposes of this Agreement:

                    (a)  The term "Act" means the Securities Act of 1933, as
amended.

                    (b)  The term "Form S-3" means such form under the Act as in
effect on the date hereof or any registration form under the Act subsequently
adopted by the SEC which permits inclusion or incorporation of substantial
information by reference to other documents filed by the Company with the SEC.

                    (c)  The term "Holder" means any person owning or having the
right to acquire Registrable Securities or any assignee thereof in accordance
with Section 1.13 hereof.  For purposes of this Agreement, the holders of
securities which are convertible or exchangeable into Registrable Securities, or
which are convertible or


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exchangeable into other securities which are convertible or exchangeable into
Registrable Securities, shall be treated as Holders of such underlying
Registrable Securities, and references to Registrable Securities held by such
Holders shall include such underlying Registrable Securities.

                    (d)  The term "1934 Act" shall mean the Securities Exchange
Act of 1934, as amended.

                    (e)  The terms "register," "registered" and "registration"
refer to a registration effected by preparing and filing a registration
statement or similar document in compliance with the Act, and the declaration or
ordering of effectiveness of such registration statement or document.

                    (f)  The term "Registrable Securities" means (i) the Common
Stock issuable or issued upon conversion of the Series B, Series C, Series D,
Series E and Series I Preferred Stock of the Company, (ii) the Common Stock
issuable or issued upon conversion of Preferred Stock of the Company issuable or
issued (A) upon exercise of warrants issued to Vanguard Cellular Operating
Corp., a Delaware corporation ("Vanguard"), pursuant to that certain Series C
Preferred Stock Purchase Agreement dated as of February 24, 1994, as such
warrants are amended and restated pursuant to the Warrant Amendment Agreement
dated as of July 31, 1995 (the "Vanguard Warrant Shares") and pursuant to the
Support Services Agreement dated March 10, 1998 between the Company and Vanguard
China, Inc., (B) upon exercise of warrants issued to certain Investors pursuant
to that certain Note and Warrant Purchase Agreement dated as of May 6, 1994 (the
"1994 Warrant Shares"), (C) upon exercise of warrants (the "1995 Warrant
Shares") issued to certain Investors pursuant to that certain Securities
Purchase Agreement dated as of July 12, 1995 (the "Securities Purchase
Agreement"), (D) upon exercise of warrants issued to Vanguard pursuant to the
Note and Warrant Purchase Agreement dated as of July 31, 1995 (the "Additional
Vanguard Warrant Shares"), and (E) upon exercise of warrants issued to Toronto
Dominion Investments, Inc. or its Affiliates (collectively, "Toronto Dominion"),
pursuant to the Note and Warrant Purchase Agreement (the "TD Purchase
Agreement") and the Loan Agreement, each dated as of August 14, 1995 (the "TD
Warrant Shares", together with Vanguard Warrant Shares, the 1994 Warrant Shares,
the 1995 Warrant Shares, and the Additional Vanguard Warrant Shares, the
"Warrant Shares"), (iii) (A) the Common Stock that is issued or issuable upon
exercise of the Warrant to Purchase Common Stock granted to Vanguard Cellular
Financial Corp., a North Carolina corporation ("VCFC"), pursuant to
Section 2.01(c) of the Reimbursement Agreement dated September 18, 1997 between
VCFC and IWC China Limited, (B) the BT Warrant Shares and (C) the Exchange
Shares (as defined in the Series J Agreement), (iv) the Common Stock issuable or
issued upon conversion of Preferred Stock issuable or issued upon conversion of
the two $900,000 notes issued to Vanguard pursuant to that certain Note Purchase
Agreement dated as of October 26, 1994, as amended by the Amendment to Note
Purchase Agreement dated as of July 12, 1995 between the Company and Vanguard
(collectively, the "Vanguard Notes"), and (v) the Common Stock issued as (or
issuable upon the conversion or exercise of any warrant, right or other security
that is issued as) a dividend or other distribution with respect to, or in
exchange for or in replacement of, the shares referenced in (i), (ii), (iii) or
(iv) above, excluding in all cases, however, any


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Registrable Securities sold by a person in a transaction in which the related
rights under this Section 1 are not assigned pursuant to Section 1.13.

                    (g)  The term "SEC" shall mean the Securities and Exchange
Commission.

               1.2. REQUEST FOR REGISTRATION.

                    (a)  If the Company shall receive at any time six (6) months
after the effective date of the first registration statement for a public
offering of securities of the Company (other than a registration statement
relating either to the sale of securities to employees of the Company pursuant
to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction)
a written request from the Holders of at least forty percent (40%) of the
Registrable Securities then outstanding that the Company file a registration
statement under the Act covering the registration of at least forty percent
(40%) of the Registrable Securities then outstanding (or a lesser percent if the
anticipated aggregate offering price, net of underwriting discounts and
commissions, would exceed $2,500,000), then the Company shall:

                         (i)   within twenty (20) days of the receipt thereof,
give written notice of such request to all Holders; and 

                         (ii)  use its best efforts to effect as soon as
practicable, and in any event within sixty (60) days of the receipt of such
request, the registration under the Act of all Registrable Securities which the
Holders request to be registered, subject to the limitations of
subsection 1.2(b), within twenty (20) days of the mailing of such notice by the
Company in accordance with subsection 1.2(a)(i).

                    (b)  If the Holders initiating the registration request
hereunder (the "Initiating Holders") intend to distribute the Registrable
Securities covered by their request by means of an underwriting, they shall so
advise the Company as a part of their request made pursuant to subsection 1.2(a)
and the Company shall include such information in the written notice referred to
in subsection 1.2(a)(i).  The underwriter will be selected by the Company and
shall be reasonably acceptable to holders of a majority of the Registrable
Securities then held by Initiating Holders.  In such event, the right of any
Holder to include his Registrable Securities in such registration shall be
conditioned upon such Holder's participation in such underwriting and the
inclusion of such Holder's Registrable Securities in the underwriting (unless
otherwise mutually agreed by holders of a majority of the Registrable Securities
then held by the Initiating Holders and such Holder) to the extent provided
herein.  All Holders proposing to distribute their securities through such
underwriting shall (together with the Company as provided in subsection 1.4(e))
enter into an underwriting agreement in usual and customary form with the
underwriter or underwriters selected for such underwriting.  Notwithstanding any
other provision of this Section 1.2, if the underwriter advises the Initiating
Holders in writing that marketing factors require a limitation of the number of
shares to be underwritten, then the Initiating Holders shall so advise all
Holders of Registrable Securities which would otherwise be underwritten pursuant
hereto, and the number of shares of Registrable Securities that may be included
in the underwriting shall be allocated among all Holders thereof, including the
Initiating Holders, in


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proportion (as nearly as practicable) to the amount of Registrable Securities of
the Company held by each Holder; provided, however, that, except as otherwise
provided in that certain Amended and Restated Registration Rights Agreement
dated as of March 10, 1998 among the Company and the persons listed on
Schedule 1 thereto (the "Registration Rights Agreement"), the number of shares
of Registrable Securities to be included in such underwriting shall not be
reduced unless all other securities (other than Registrable Securities) are
first entirely excluded from the underwriting.

                    (c)  Notwithstanding the foregoing, if the Company shall
furnish to Holders requesting a registration statement pursuant to this
Section 1.2, a certificate signed by the Chief Executive Officer of the Company
stating that in the good faith judgment of the Board of Directors of the
Company, it would be seriously detrimental to the Company and its stockholders
for such registration statement to be filed and it is therefore essential to
defer the filing of such registration statement, the Company shall have the
right to defer taking action with respect to such filing for a period of not
more than one hundred twenty (120) days after receipt of the request of the
Initiating Holders; provided, however, that the Company may not utilize this
right more than once in any twelve-month period.

                    (d)  In addition, the Company shall not be obligated to
effect, or to take any action to effect, any registration pursuant to this
Section 1.2:

                         (i)   after the Company has effected two registrations
pursuant to this Section 1.2 and such registrations have been declared or
ordered effective;

                         (ii)  during the period starting with the date sixty
(60) days prior to the Company's good faith estimate of the date of filing of,
and ending on a date one hundred eighty (180) days after the effective date of,
a registration pursuant to Section 1.3 hereof; provided that the Company is
actively employing in good faith all reasonable efforts to cause such
registration statement to become effective; or 

                         (iii) if the Initiating Holders propose to dispose of
shares of Registrable Securities that may be immediately registered on Form S-3
pursuant to a request made pursuant to Section 1.12 below.

               1.3. COMPANY REGISTRATION.  If (but without any obligation to do
so) the Company proposes to register (including for this purpose a registration
effected by the Company for stockholders other than the Holders but excluding a
registration pursuant to Section 1.2 above) any of its stock or other securities
under the Act in connection with the public offering of such securities solely
for cash (other than a registration relating solely to the sale of securities to
participants in a Company stock plan, a registration on any form which does not
include substantially the same information as would be required to be included
in a registration statement covering the sale of the Registrable Securities or a
registration in which the only Common Stock being registered is Common Stock
issuable upon conversion of debt securities which are also being registered),
the Company shall, at such time, promptly give each Holder written notice of
such registration.  Upon the written request of any Holder given within twenty
(20) days after mailing of such notice by the Company in accordance with
Section 3.5, the Company shall,


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subject to the provisions of Section 1.8, cause to be registered under the Act
all of the Registrable Securities that each such Holder has requested to be
registered.

               1.4. OBLIGATIONS OF THE COMPANY.  Whenever required under this
Section 1 to effect the registration of any Registrable Securities, the Company
shall, as expeditiously as reasonably possible:

                    (a)  Prepare and file with the SEC a registration statement
with respect to such Registrable Securities and use its best efforts to cause
such registration statement to be declared effective by the SEC, and, upon the
request of the Holders of a majority of the Registrable Securities registered
thereunder, to keep such registration statement effective for a period of up to
one hundred twenty (120) days or until the distribution contemplated in the
Registration Statement has been completed; provided, however, that (i) such
120-day period shall be extended for a period of time equal to the period the
Holders refrain from selling any securities included in such registration at the
request of an underwriter of Common Stock (or other securities) of the Company
and (ii) in the case of any registration of Registrable Securities on Form S-3
which are intended to be offered on a continuous or delayed basis, such 120-day
period shall be extended, if necessary, to keep the registration statement
effective until all such Registrable Securities are sold, provided that Rule
415, or any successor rule under the Act, permits an offering on a continuous or
delayed basis, and provided further that applicable rules under the Act
governing the obligation to file a post-effective amendment permit, in lieu of
filing a post-effective amendment which (I) includes any prospectus required by
Section 10(a)(3) of the Act or (II) reflects facts or events representing a
material or fundamental change in the information set forth in the registration
statement, the incorporation by reference in the registration statement of
information required to be included in (I) and (II) above to be contained in
periodic reports filed pursuant to Section 13 or 15(d) of the 1934 Act.

                    (b)  Prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in connection
with such registration statement as may be necessary to keep such registration
effective and to comply with the provisions of the Act with respect to the
disposition of all securities covered by such registration statement.

                    (c)  Furnish to the Holders such numbers of copies of a
prospectus, including a preliminary prospectus, in conformity with the
requirements of the Act, and such other documents as they may reasonably request
in order to facilitate the disposition of Registrable Securities owned by them.

                    (d)  Use its best efforts to register and qualify the
securities covered by such registration statement under such other securities or
Blue Sky laws of such jurisdictions as shall be reasonably requested by the
Holders; provided that the Company shall not be required in connection therewith
or as a condition thereto to qualify to do business or to file a general consent
to service of process in any such states or jurisdictions, unless the Company is
already subject to service in such jurisdiction and except as may be required by
the Act.


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                    (e)  In the event of any underwritten public offering, enter
into and perform its obligations under an underwriting agreement, in usual and
customary form, with the managing underwriter of such offering.  Each Holder
participating in such underwriting shall also enter into and perform its
obligations under such an agreement.

                    (f)  Notify each Holder of Registrable Securities covered by
such registration statement at any time when a prospectus relating thereto is
required to be delivered under the Act of the happening of any event as a result
of which the prospectus included in such registration statement, as then in
effect, includes an untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances then existing, and
prepare and furnish to such Holder a reasonable number of copies of a supplement
to or an amendment of such prospectus as may be necessary so that, as thereafter
delivered to purchasers of such shares, such prospectus shall not contain an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading or
incomplete in light of the circumstances then existing.

                    (g)  Cause all such Registrable Securities registered
hereunder to be listed on each securities exchange on which similar securities
issued by the Company are then listed.

                    (h)  Provide a transfer agent and registrar for all
Registrable Securities registered hereunder and a CUSIP number for all such
Registrable Securities, in each case not later than the effective date of such
registration.

                    (i)  Furnish, at the request of any Holder requesting
registration of Registrable Securities pursuant to this Section 1, on the date
that such Registrable Securities are delivered to the underwriters for sale in
connection with a registration pursuant to this Section 1, if such securities
are being sold through underwriters, or, if such securities are not being sold
through underwriters, on the date that the registration statement with respect
to such securities becomes effective, (i) an opinion, dated such date, of the
counsel representing the Company for the purposes of such registration, in form
and substance as is customarily given to underwriters in an underwritten public
offering, addressed to the underwriters, if any, and to the Holders requesting
registration of Registrable Securities and (ii) a letter dated such date, from
the independent certified public accountants of the Company, in form and
substance as is customarily given by independent certified public accountants to
underwriters in an underwritten public offering, addressed to the underwriters,
if any, and to the Holders requesting registration of Registrable Securities.

               1.5. FURNISH INFORMATION.  It shall be a condition precedent to
the obligations of the Company to take any action pursuant to this Section 1
with respect to the Registrable Securities of any selling Holder that such
Holder shall furnish to the Company such information regarding itself, the
Registrable Securities held by it, and the intended method of disposition of
such securities as shall be required to effect the registration of such Holder's
Registrable Securities.


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<PAGE>

               1.6. EXPENSES OF DEMAND REGISTRATION.  All expenses other than
underwriting discounts and commissions incurred in connection with
registrations, filings or qualifications pursuant to Section 1.2, including
(without limitation) all registration, filing and qualification fees, printing
and accounting fees, fees and disbursements of counsel for the Company
(including fees and disbursements of counsel for the Company in its capacity as
counsel to the selling Holders hereunder; if Company counsel does not make
itself available for this purpose, the Company will pay the reasonable fees and
disbursements of one counsel for the selling Holders selected by them) shall be
borne by the Company; provided, however, that the Company shall not be required
to pay for any expenses of any registration proceeding begun pursuant to
Section 1.2 if the registration request is subsequently withdrawn at the request
of the Holders of a majority of the Registrable Securities to be registered (in
which case all participating Holders shall bear such expenses on a pro rata
basis based on the number of Registrable Securities requested to be registered),
unless the Holders of a majority of the Registrable Securities requested to be
registered agree to forfeit their right to one demand registration pursuant to
Section 1.2; provided further, however, that if at the time of such withdrawal,
the Holders have learned of a material adverse change in the condition,
business, or prospects of the Company from that known to the Holders at the time
of their request and have withdrawn the request with reasonable promptness
following disclosure by the Company of such material adverse change, then the
Holders shall not be required to pay any of such expenses and shall retain their
rights pursuant to Section 1.2.

               1.7. EXPENSES OF COMPANY REGISTRATION.  The Company shall bear
and pay all expenses incurred in connection with any registration, filing or
qualification of Registrable Securities with respect to the registrations
pursuant to Section 1.3 for each Holder, including (without limitation) all
registration, filing and qualification fees, printing and accounting fees
relating or apportionable thereto and the fees and disbursements of counsel for
the Company (including fees and disbursements of counsel for the Company in its
capacity as counsel to the selling Holders hereunder; if Company counsel does
not make itself available for this purpose, the Company will pay the reasonable
fees and disbursements of one counsel for the selling Holders selected by them),
but excluding underwriting discounts and commissions relating to Registrable
Securities.

               1.8. UNDERWRITING REQUIREMENTS.  In connection with any offering
involving an underwriting of shares of the Company's capital stock, the Company
shall not be required under Section 1.3 to include any of the Holders'
securities in such underwriting unless they accept the terms of the underwriting
as agreed upon between the Company and the underwriters selected by it (or by
other persons entitled to select the underwriters).  If the total amount of
securities, including Registrable Securities, requested by stockholders to be
included in such offering exceeds the amount of securities to be sold other than
by the Company that the underwriters determine in their sole discretion is
compatible with the success of the offering, then the Company shall be required
to include in the offering only that number of such securities, including
Registrable Securities, which the underwriters determine in their sole
discretion will not jeopardize the success of the offering (the securities so
included to be apportioned pro rata among the selling stockholders according to
the total amount of securities entitled to be included therein owned by each
selling stockholder or in such other proportions as shall mutually be


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agreed to by such selling stockholders) but in no event, except as otherwise
required by the Registration Rights Agreement, shall (i) the amount of
securities of the selling Holders included in the offering be reduced below
thirty percent (30%) of the total amount of securities included in such
offering, unless such offering is the initial public offering of the Company's
securities in which case the selling stockholders may be excluded entirely if
the underwriters make the determination described above and no other
stockholder's securities are included or (ii) notwithstanding clause (i) above,
any shares being sold by a stockholder exercising a demand registration right
similar to that granted in Section 1.2 be excluded from such offering.  For
purposes of the preceding parenthetical concerning apportionment, for any
selling stockholder which is a holder of Registrable Securities and which is a
partnership or corporation, the partners, retired partners or stockholders of
such holder, or the estates and family members of any such partners and retired
partners and any trusts for the benefit of any of the foregoing persons shall be
deemed to be a single "selling stockholder," and any pro-rata reduction with
respect to such "selling stockholder" shall be based upon the aggregate amount
of shares carrying registration rights owned by all entities and individuals
included in such "selling stockholder," as defined in this sentence.

               1.9.  DELAY OF REGISTRATION.  No Holder shall have any right to
obtain or seek an injunction restraining or otherwise delaying any such
registration as the result of any controversy that might arise with respect to
the interpretation or implementation of this Section 1.

               1.10. INDEMNIFICATION.  In the event any Registrable Securities
are included in a registration statement under this Section 1:

                     (a) To the extent permitted by law, the Company will
indemnify and hold harmless each Holder, each of its officers, directors,
partners, employees, agents, attorneys and consultants, any underwriter (as
defined in the Act) for such Holder and each person, if any, who controls such
Holder or underwriter within the meaning of the Act or the 1934 Act, against any
losses, claims, damages, or liabilities (joint and/or several) to which they may
become subject under the Act, the 1934 Act or other federal or state law,
insofar as such losses, claims, damages, or liabilities (or actions in respect
thereof) arise out of or are based upon any of the following statements,
omissions or violations (collectively a "Violation"): (i) any untrue statement
or alleged untrue statement of a material fact contained in such registration
statement, including any preliminary prospectus or final prospectus contained
therein or any amendments or supplements thereto, (ii) the omission or alleged
omission to state therein a material fact required to be stated therein, or
necessary to make the statements therein not misleading, or (iii) any violation
or alleged violation by the Company of the Act, the 1934 Act, any state
securities law or any rule or  regulation promulgated under the Act, the 1934
Act or any state securities law; and the Company will pay to each such Holder,
officer, director, partner, employee, agent, attorney, consultant, underwriter
or controlling person, as incurred, any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such loss,
claim, damage, liability, or action; provided, however, that the indemnity
agreement contained in this subsection 1.10(a) shall not apply to amounts paid
in settlement of any such loss, claim, damage, liability, or action if such
settlement is effected without the consent of the



                                          9
<PAGE>

Company (which consent shall not be unreasonably withheld), nor shall the
Company be liable in any such case for any such loss, claim, damage, liability,
or action to the extent that it arises out of or is based upon a Violation which
occurs in reliance upon and in conformity with written information furnished
expressly for use in connection with such registration by any such Holder,
officer, director, partner, employee, agent, attorney, consultant, underwriter
or controlling person.

                     (b) To the extent permitted by law, each selling Holder
will indemnify and hold harmless the Company, each of its officers, directors,
partners, employees, agents, attorneys and consultants, each person, if any, who
controls the Company within the meaning of the Act, any underwriter, any other
Holder selling securities in such registration statement, each of its officers,
directors, partners, employees, agents, attorneys and consultants, and any
controlling person of any such underwriter or other Holder, against any losses,
claims, damages, or liabilities (joint and/or several) to which any of the
foregoing persons may become subject, under the Act, the 1934 Act or other
federal or state law, insofar as such losses, claims, damages, or liabilities
(or actions in respect thereto) arise out of or are based upon any Violation, in
each case to the extent (and only to the extent) that such Violation occurs in
reliance upon and in conformity with written information furnished by such
Holder expressly for use in connection with such registration; and each such
Holder will pay, as incurred, any legal or other expenses reasonably incurred by
any person intended to be indemnified pursuant to this subsection 1.10(b), in
connection with investigating or defending any such loss, claim, damage,
liability, or action; provided, however, that the indemnity agreement contained
in this subsection 1.10(b) shall not apply to amounts paid in settlement of any
such loss, claim, damage, liability or action if such settlement is effected
without the consent of the Holder, which consent shall not be unreasonably
withheld; provided further, that, in no event shall any indemnity under this
subsection 1.10(b) exceed the gross proceeds from the offering received by such
Holder.

                     (c) Promptly after receipt by an indemnified party
under this Section 1.10 of notice of the commencement of any action (including
any governmental action), such indemnified party will, if a claim in respect
thereof is to be made against any indemnifying party under this Section 1.10,
deliver to the indemnifying party a written notice of the commencement thereof
and the indemnifying party shall have the right to participate in, and, to the
extent the indemnifying party so desires, jointly with any other indemnifying
party similarly noticed, assume the defense thereof with counsel mutually
satisfactory to the parties; provided, however, that an indemnified party shall
have the right to retain its own separate counsel (provided that there shall be
only one separate counsel for all indemnified parties to the extent that such
parties may be represented by one counsel without conflict), with the fees and
expenses to be paid by the indemnifying party, if representation of such
indemnified party by the counsel retained by the indemnifying party would be
inappropriate due to actual or potential differing interests between such
indemnified party and any other party represented by such counsel in such
proceeding.  The failure to deliver written notice to the indemnifying party
within a reasonable time of the commencement of any such action, if materially
prejudicial to its ability to defend such action, shall relieve such
indemnifying party of any liability to the indemnified party under this
Section 1.10, but the omission so to deliver written notice to the indemnifying
party will not


                                          10
<PAGE>

relieve it of any liability that it may have to any indemnified party otherwise
than under this Section 1.10.

                     (d) If the indemnification provided for in this
Section 1.10 is held by a court of competent jurisdiction to be unavailable to
an indemnified party with respect to any loss, liability, claim, damage, or
expense referred to therein, then the indemnifying party, in lieu of
indemnifying such indemnified party hereunder, shall contribute to the amount
paid or payable by such indemnified party as a result of such loss, liability,
claim, damage, or expense in such proportion as is appropriate to reflect the
relative fault of the indemnifying party on the one hand, and of the indemnified
party on the other, in connection with the Violation that resulted in such loss,
liability, claim, damage, or expense as well as any other relevant equitable
considerations.  The relative fault of the indemnifying party and of the
indemnified party shall be determined by reference to, among other things,
whether the Violation relates to information supplied by the indemnifying party
or by the indemnified party and the parties' relative intent, knowledge, access
to information, and opportunity to correct or prevent such Violation.

                     (e) The obligations of the Company and Holders under
this Section 1.10 shall survive the completion of any offering of Registrable
Securities in a registration statement under this Section 1, and otherwise. 

               1.11. REPORTS UNDER 1934 ACT.  With a view to making available
to the Holders the benefits of Rule 144 promulgated under the Act and any other
rule or regulation of the SEC that may at any time permit a Holder to sell
securities of the Company to the public without registration or pursuant to a
registration on Form S-3, the Company agrees to:

                     (a) make and keep public information available, as
those terms are understood and defined in SEC Rule 144, at all times after
ninety (90) days after the effective date of the first registration statement
filed by the Company for the offering of its securities to the general public;

                     (b) take such action, including the voluntary
registration of its Common Stock under Section 12 of the 1934 Act, as is
necessary to enable the Holders to utilize Form S-3 for the sale of their
Registrable Securities, such action to be taken as soon as practicable after the
end of the fiscal year in which the first registration statement filed by the
Company for the offering of its securities to the general public is declared
effective;

                     (c) file with the SEC in a timely manner all reports
and other documents required of the Company under the Act and the 1934 Act; and

                     (d) furnish to any Holder, so long as the Holder owns
any Registrable Securities, forthwith upon request (i) a written statement by
the Company that it has complied with the reporting requirements of SEC Rule 144
(at any time after ninety (90) days after the effective date of the first
registration statement filed by the Company), the Act and the 1934 Act (at any
time after it has become subject to such reporting requirements), or that it
qualifies as a registrant whose securities may be resold pursuant to Form S-3
(at any time after it so qualifies), (ii) a copy of the most recent annual or
quarterly report of the Company and such


                                          11
<PAGE>

other reports and documents so filed by the Company, and (iii) such other
information as may be reasonably requested in availing any Holder of any rule or
regulation of the SEC which permits the selling of any such securities without
registration or pursuant to such form.

               1.12. FORM S-3 REGISTRATION.  In case the Company shall receive
from any Holder or Holders of at least twenty percent (20%) in the aggregate of
Registrable Securities a written request or requests that the Company effect a
registration on Form S-3 and any related qualification or compliance with
respect to all or a part of the Registrable Securities owned by such Holder or
Holders, the Company will:

                     (a) promptly give written notice of the proposed
registration, and any related qualification or compliance, to all other Holders;
and

                     (b) as soon as practicable, effect such registration
and all such qualifications and compliances as may be so requested and as would
permit or facilitate the sale and distribution of all or such portion of such
Holder's or Holders' Registrable Securities as are specified in such request,
together with all or such portion of the Registrable Securities of any other
Holder or Holders joining in such request as are specified in a written request
given within fifteen (15) days after receipt of such written notice from the
Company; provided, however, that the Company shall not be obligated to effect
any such registration, qualification or compliance, pursuant to this
Section 1.12: (1) if Form S-3 is not available for such offering by the Holders;
(2) if the Holders, together with the holders of any other securities of the
Company entitled to inclusion in such registration, propose to sell Registrable
Securities and such other securities (if any) at an aggregate price to the
public (net of any underwriters' discounts or commissions) of less than
$250,000; (3) if the Company shall furnish to the Holders a certificate signed
by the President of the Company stating that in the good faith judgment of the
Board of Directors of the Company, it would be seriously detrimental to the
Company and its stockholders for such Form S-3 registration to be effected at
such time, in which event the Company shall have the right to defer the filing
of the Form S-3 registration statement for a period of not more than
sixty (60) days after receipt of the request of the Holder or Holders under this
Section 1.12; provided, however, that the Company shall not utilize this right
more than once in any twelve month period; or (4) in any particular jurisdiction
if the Company would be required to qualify to do business or to execute a
general consent to service of process in such jurisdiction in effecting such
registration, qualification or compliance.

                     (c) subject to the foregoing, file a registration
statement covering the Registrable Securities and other securities so requested
to be registered as soon as practicable after receipt of the request or requests
of the Holders.  All expenses incurred in connection with a registration
requested pursuant to Section 1.12, including (without limitation) all
registration, filing, qualification, printer's and accounting fees and the
reasonable fees and disbursements of counsel for the selling Holder or Holders
and counsel for the Company, but excluding any underwriters' discounts or
commissions associated with the Registrable Securities, shall be borne by the
Company, unless the Company has within the twelve (12)-month period preceding
the date of such request paid the expenses incurred in connection with a
registration pursuant to Section 1.12, in which case the expenses shall be borne
pro rata by the Holder or


                                          12
<PAGE>

Holders participating in the Form S-3 registration.  Registrations effected
pursuant to this Section 1.12 shall not be counted as demands for registration
or registrations effected pursuant to Section 1.2 or 1.3, respectively.

               1.13. ASSIGNMENT OF REGISTRATION RIGHTS.  The rights to cause
the Company to register Registrable Securities pursuant to this Section 1 may be
assigned (but only with all related obligations) by a Holder to a transferee or
assignee of such securities, provided:  (a) the transferee or assignee receives
at least 10,000 shares of Registrable Securities (subject to adjustment for
stock splits, stock dividends and the like) in the transfer of such securities;
(b) the Company is, within a reasonable time after such transfer, furnished with
written notice of the name and address of such transferee or assignee and the
securities with respect to which such registration rights are being assigned;
(c) such transferee or assignee agrees in writing to be bound by and subject to
the terms and conditions of this Agreement, including without limitation the
provisions of Section 1.15 below; and (d) such assignment shall be effective
only if immediately following such transfer the further disposition of such
securities by the transferee or assignee is restricted under the Act.  

               1.14. LIMITATIONS ON SUBSEQUENT REGISTRATION RIGHTS;
REGISTRATION RIGHTS AGREEMENT.  From and after the date of this Agreement, the
Company shall not, without the prior written consent of the Holders of a
majority of the outstanding Registrable Securities, enter into any agreement
with any holder or prospective holder of any securities of the Company which
would allow such holder or prospective holder (a) to include such securities in
any registration filed under Section 1.2 hereof, unless under the terms of such
agreement, such holder or prospective holder may include such securities in any
such registration only to the extent that the inclusion of his securities will
not reduce the amount of the Registrable Securities of the Holders which is
included or (b) to make a demand registration which could result in such
registration statement being declared effective prior to the date set forth in
subsection 1.2(a) or within one hundred twenty (120) days of the effective date
of any registration effected pursuant to Section 1.2.  Notwithstanding anything
herein to the contrary, the holders of Registrable Securities acknowledge the
terms and provisions of the Registration Rights Agreement and agree that to the
extent that this Agreement conflicts in any respect with the Registration Rights
Agreement, the terms and provisions of the Registration Rights Agreement shall
govern in all respects, including, without limitation, the terms and provisions
of Sections 2, 3, and 12 of the Registration Rights Agreement governing the
priorities of inclusion of securities of the Company in a registration, whether
such registration is by the Company for its own account or on behalf of any
security holder of the Company (including the Holders) exercising a demand or
incidental registration right.

               1.15. "MARKET STAND-OFF" AGREEMENT.  Each Investor hereby agrees
that, during the period of duration specified by the Company and an underwriter
of Common Stock or other securities of the Company, following the date of the
first sale to the public pursuant to a registration statement of the Company
filed under the Act, it shall not, to the extent requested by the Company and
such underwriter, directly or indirectly sell, offer to sell, contract to sell
(including, without limitation, any short sale), grant any option to purchase or
otherwise transfer or dispose of (other than to donees who agree to be similarly
bound) any securities of the


                                          13
<PAGE>

Company held by it at any time during such period except Common Stock included
in such registration; provided, however, that:

                     (a) such agreement shall be applicable only to the
first such registration statement of the Company which covers Common Stock (or
other securities) to be sold on its behalf to the public in an underwritten
offering; 

                     (b) all officers and directors of the Company and all
other persons with registration rights (whether or not pursuant to this
Agreement) enter into similar agreements;

                     (c) such market stand-off time period shall not exceed
one hundred twenty (120) days; and

                     (d) such agreement shall not preclude transfer in a
private transaction to an institutional buyer who agrees to be bound by such
agreement.

          In order to enforce the foregoing covenant, the Company may impose
stop-transfer instructions with respect to the Registrable Securities of each
Investor (and the shares or securities of every other person subject to the
foregoing restriction) until the end of such period.

          Notwithstanding the foregoing, the obligations described in this
Section 1.15 shall not apply to a registration relating solely to employee
benefit plans on Form S-l or Form S-8 or similar forms which may be promulgated
in the future, or a registration relating solely to a SEC Rule 145 transaction.

               1.16. TERMINATION OF REGISTRATION RIGHTS.  The right of any
Holder to request registration pursuant to Section 1.2 or inclusion in any
registration pursuant to Section 1.3 shall terminate on the closing of the first
Company-initiated registered public offering of Common Stock of the Company if
all shares of Registrable Securities held or entitled to be held upon conversion
by such Holder may immediately be sold under Rule 144 during any 90-day period,
or on such date after the closing of the first Company-initiated registered
public offering of Common Stock of the Company as all shares of Registrable
Securities held or entitled to be held upon conversion by such Holder may
immediately be sold under Rule 144 during any 90-day period. 

          2.   COVENANTS OF THE COMPANY.

               2.1.  DELIVERY OF FINANCIAL STATEMENTS.  The Company shall
deliver to each Investor:

                     (a) as soon as practicable, but in any event within
ninety (90) days after the end of each fiscal year of the Company, an income
statement for such fiscal year, a balance sheet of the Company and statement of
stockholder's equity as of the end of such year, and a statement of cash flows
for such year, including notes thereto, such year-end financial


                                          14
<PAGE>

reports to be in reasonable detail, prepared in accordance with generally
accepted accounting principles ("GAAP"), and audited and certified by
independent public accountants of nationally recognized standing selected by the
Company;

                     (b) within thirty (30) days after the end of each
month, an unaudited income statement, a balance sheet and a statement of cash
flows for and as of the end of such month, in reasonable detail; 

                     (c) as soon as practicable, but in any event sixty
(60) days prior to the end of each fiscal year, a budget and business plan for
the next fiscal year, prepared on a monthly basis, including income statements,
balance sheets and statements of cash flows for such months and, as soon as
prepared, any other budgets, including internally prepared quarterly budget
forecasts or revised budgets prepared by the Company;

                     (d) within fifteen (15) days of the end of each
calendar quarter, a quarterly operations reports summarizing activities during
the preceding quarter;

                     (e) with respect to the financial statements called for
in subsection (b) of this Section 2.1, an instrument executed by the Chief
Financial Officer or President of the Company and certifying that such financial
statements were prepared in accordance with GAAP consistently applied with prior
practice for earlier periods (with the exception of footnotes that may be
required by GAAP) and fairly present the financial condition of the Company and
its results of operation for the period specified, subject to year-end audit
adjustment; and

                     (f) such other information relating to the financial
condition, business, prospects or corporate affairs of the Company as the
Investor or any assignee of the Investor may from time to time request,
provided, however, that the Company shall not be obligated under this
subsection (f) or any other subsection of Section 2.1 to provide information
which it deems in good faith to be a trade secret or similar confidential
information.

               2.2.  INSPECTION.  The Company will also permit each Investor
and its authorized representatives, at all reasonable times and as often as
reasonably requested, to visit and inspect, at the expense of such Investor, any
of the properties of the Company, to inspect its books and records and to make
extracts therefrom, and to discuss the affairs, finances and accounts of the
Company with its officers and consult with and advise the officers of the
Company as to the management of the Company, provided that the Investors shall
maintain the confidentiality of any proprietary information of the Company
thereby obtained and provided further that the Investors shall conduct all such
inspections in a manner that is not disruptive to the employees or operations of
the Company.

               2.3.  RIGHT OF FIRST OFFER ON PRIMARY SALES.  Subject to the
terms and conditions specified in this Section 2.3, the Company hereby grants to
each Major Investor (as hereinafter defined) a right of first offer with respect
to future sales by the Company of its Securities (as hereinafter defined).  For
purposes of this Section 2.3, a "Major Investor" shall mean (i) any Investor who
is a Holder of at least ten percent (10%) of either the Registrable


                                          15
<PAGE>

Securities or the Other Registrable Securities (as defined below) initially
acquired by such Investor, but in any event not less than 4,000 shares of either
the Registrable Securities or the Other Registrable Securities and (ii) any
person who acquires at least ten percent (10%) in the aggregate of any of the
Series B, Series C, Series D, Series E, Series F, Series G, Series H, Series I
or Series J Preferred Stock (or the Common Stock issued or issuable upon
conversion thereof) outstanding as of the date hereof (in the case of the Series
J Preferred Stock, after giving effect to the First Closing (as defined in the
Series J Agreement) under the Series J Agreement).  For purposes of this
Agreement, the term "Other Registrable Securities" and the term "Holder" as used
in relation thereto shall have the meanings given to the terms "Registrable
Securities" and "Holder" in the Registration Rights Agreement, and the term
"Affiliates" shall have the meaning given to such term in subsection 2.4(e)
below.  For purposes of this Section 2.3, Investor includes any general partners
and Affiliates of an Investor.  An Investor shall be entitled to apportion the
right of first offer hereby granted it among itself and its partners and
Affiliates in such proportions as it deems appropriate.

          Each time the Company proposes to offer any shares of, or securities
convertible into or exercisable for any shares of, any class of its capital
stock or any debt securities ("Securities"), the Company shall first make an
offering of such Securities to each Major Investor in accordance with the
following provisions:

                     (a) The Company shall deliver a notice by certified
mail ("Section 2.3 Notice") to each Major Investor stating (i) its bona fide
intention to offer such Securities, (ii) the number of such Securities to be
offered, and (iii) the price and terms, if any, upon which it proposes to offer
such Securities.

                     (b) By written notification received by the Company
within twenty (20) calendar days after receiving the Section 2.3 Notice, each
Major Investor may elect to purchase or obtain, at the price and on the terms
specified in the Section 2.3 Notice, up to that portion of such Securities which
equals the total number of Securities multiplied by a fraction, (a) the
numerator of which is the sum of the number of Registrable Securities and the
number of Other Registrable Securities then held by such Major Investor, and
(b) the denominator of which is the total number of Registrable Securities and
Other Registrable Securities.  The Company shall promptly, in writing, inform
each Major Investor which purchases all of the Securities available to it under
this Section 2.3 ("Fully Exercising Investor") of any other Major Investor's
failure to do likewise.  During the ten (10)-day period commencing after receipt
of such information, each Fully Exercising Investor shall be entitled to
purchase up to that portion of the Securities for which Major Investors were
entitled to subscribe but which were not subscribed for by the Major Investors
which is equal to the total number of unsubscribed Securities multiplied by a
fraction, (A) the numerator of which is the sum of the number of Registrable
Securities and the number of Other Registrable Securities, as the case may be,
then held by such Fully Exercising Investor, and (B) the denominator of which is
the total number of Registrable Securities and the number of Other Registrable
Securities then held by all Fully Exercising Investors who wish to purchase some
of the unsubscribed shares. 


                                          16
<PAGE>

                     (c) If all Securities which Major Investors are
entitled to purchase pursuant to subsection 2.3(b) are not elected to be
purchased as provided in subsection 2.3(b) hereof, the Company may, during the
ninety (90)-day period following the expiration of the periods provided in
subsection 2.3(b) hereof, offer the remaining unsubscribed portion of such
Securities to any person or persons at a price not less than, and upon terms no
more favorable to the offeree than those specified in the Section 2.3 Notice. 
If the Company does not enter into an agreement for the sale of the Securities
within such period, or if such agreement is not consummated within thirty
(30) days of the execution thereof, the right of first offer provided hereunder
shall be deemed to be revived and such Securities shall not be offered unless
first reoffered to the Major Investors in accordance herewith.

                     (d) The right of first offer in this Section 2.3 shall
not be applicable (i) to the issuance or sale of up to 2,811,526 shares of
Common Stock (or such additional number of shares of Common Stock as may be
approved in writing by Holders of a majority of the number of outstanding
Registrable Securities and holders of a majority of the Other Registrable
Securities at the time of such approval) (in each case, as appropriately
adjusted for any stock dividends, contributions, splits, reclassifications or
the like) to officers, directors and employees of and consultants to the Company
for the primary purpose of soliciting or retaining their services, provided each
such person executes an agreement, pursuant to which such person agrees to
resell to the Company at the original purchase price thereof all shares of the
Company's Common Stock that are not vested on the date of termination of such
employee's term of service with the Company and not to transfer any unvested
shares of the Company's Common Stock to any person except to members of his or
her immediate family or to a trust for the benefit of members of his or her
immediate family, or (ii) to or after consummation of a Threshold Public
Offering (as defined in the Amended and Restated Certificate of Incorporation of
the Company), (iii) to the issuance of securities pursuant to the conversion or
exercise of convertible or exercisable securities (including the Registrable
Securities as defined in this Agreement and the Registration Rights Agreement),
(iv) to the issuance of securities in connection with a bona fide business
acquisition of or by the Company, whether by merger, consolidation, sale of
assets, sale or exchange of stock or otherwise, and (v) to the issuance of
stock, warrants or other securities or rights to persons or entities with which
the Company has business relationships provided such issuances are for other
than primarily equity financing purposes (provided that no more than one percent
(1%) of the total number of shares of Common Stock then outstanding (assuming
full conversion of all then outstanding convertible securities of the Company)
may be excluded from the right of first offer pursuant to this clause (v) during
any twelve (12)-month period).

                     (e) The right of first offer set forth in this
Section 2.3 may not be assigned or transferred, except that (i) such right is
assignable by each Holder and each Holder (within the meaning of the
Registration Rights Agreement) of Other Registrable Securities (an "Other
Holder") to any wholly owned subsidiary or parent of, or to any corporation or
entity that is, within the meaning of the Act, controlling, controlled by or
under common control with, any such Holder or Other Holder, and (ii) such right
may be transferred to a third party who buys (x) at least 40,000 shares of the
Registrable Securities or Other Registrable Securities (subject to


                                          17
<PAGE>

adjustment for stock splits, stock dividends and the like) or (y) all of the
Registrable Securities or Other Registrable Securities held by an Investor.

               2.4.  RESTRICTIONS ON SALE OR OTHER DISPOSITION OF SECURITIES. 
(a) No Investor shall, either directly or indirectly, sell, assign, mortgage,
hypothecate, transfer, pledge, create a security interest in or lien upon,
encumber, give, place in trust, or otherwise voluntarily or involuntarily
dispose of (collectively hereinafter sometimes referred to as "Transfer") any of
the shares of Capital Stock (as defined in the Securities Purchase Agreement)
then owned or controlled by such Investor except in accordance with Section 1,
2.4(b), 2.4(d), 2.5 or 2.8 or pursuant to the Registration Rights Agreement.  No
Transfer of any shares of Capital Stock in violation of the provisions of this
Agreement shall be made or recorded on the books of the Company and any such
purported Transfer shall be void and of no force or effect.

                     (b) Notwithstanding anything to the contrary contained 
in this Agreement, any Investor shall have the right at any time to Transfer 
any of its shares of Capital Stock of the Company to any Affiliate, upon such 
terms as may be agreed upon by such party and its transferee; PROVIDED, 
HOWEVER, that (i) any such Transfer shall be made in compliance with the Act 
and applicable state securities laws, or pursuant to an exemption therefrom, 
and (ii) any such transferee shall (A) acquire the shares so transferred 
subject to all the terms and conditions of this Agreement, (B) agree in 
writing, at the time of the Transfer, to be bound by all of the provisions of 
this Agreement which would be applicable to the Investor if it continued to 
own the shares so transferred, and (C) be an "accredited investor" within the 
meaning of Regulation D under the Act.  In addition to and subject to 
compliance with the foregoing, Electra Investment Trust P.L.C. ("EIT") and 
Electra Associates, Inc. (collectively, "Electra"), shall have the right to 
Transfer any of its shares of Capital Stock of the Company to Electra Fleming 
Equity Partners (provided that at the time of such Transfer such entity is an 
Affiliate of EIT). Notwithstanding anything to the contrary in this 
Agreement, each Investor other than a Section 2.5 Stockholder (as defined 
below) shall be permitted to Transfer such Investor's shares of Capital Stock 
of the Company, subject only to compliance with clauses (i) and (ii) of the 
proviso to the first sentence of this subsection 2.4(b).  Notwithstanding 
anything to the contrary contained in this Agreement, Toronto Dominion 
Investments, Inc. shall have the unrestricted right to assign or transfer any 
of its shares of Capital Stock of the Company to an indirect or direct wholly 
or majority owned subsidiary of the ultimate parent of Toronto Dominion 
Investments, Inc. including, without limitation, a subsidiary established as 
(or which is expected by Toronto Dominion Investments, Inc. to become) a 
small business investment company pursuant to the Small Business Investment 
Act of 1958, as amended from time to time, subject to compliance with clauses 
(i) and (ii) of the proviso to the first sentence of this subsection 2.4(b). 
Notwithstanding anything to the contrary contained in this Agreement, 
Vanguard, VCFC or any of their wholly owned subsidiaries shall have the right 
at any time to Transfer any shares of Capital Stock of the Company (whether 
now owned or hereafter acquired by Vanguard, VCFC or any of their wholly 
owned subsidiaries) to the Vanguard Lenders (as defined below) pursuant to 
any pledge agreement now or hereafter in effect ("Pledge Agreement") pursuant 
to any credit facility now or hereafter in effect between Vanguard and/or its 
wholly owned subsidiaries, on the one hand, and banks or other institutional 
lenders (collective, "Vanguard Lenders"), on the other hand, subject to and 
in accordance with clauses (i) and (ii) of the proviso to the first sentence 
of 

                                          18
<PAGE>

this subsection 2.4(b), and Vanguard Lenders shall have the right to Transfer 
any such shares acquired upon the exercise of their rights under any such 
Pledge Agreement subject to and in accordance with clauses (i) and (ii) of 
the proviso to the first sentence of this subsection 2.4(b).  Any Transfer 
under this subsection 2.4(b) shall not be subject to the provisions of 
Section 2.5.

                     (c) In the event of any Transfer in accordance with the
provisions of subsection 2.4(b), prompt written notice of the Transfer shall be
delivered by the Transferor to the Company, and, in the case of any Transfer
pursuant to Section 2.4 hereof, references herein to the Investor shall include,
from and after the date of such permitted transfer, each such permitted
transferee (transferees acquiring such shares pursuant to subsection 2.4(b) are
hereinafter sometimes referred to as "Permitted Transferees").

                     (d) For so long as any shares of Series F Preferred
Stock shall remain outstanding, none of John D. Lockton, Hugh B. L. McClung,
Douglas S. Sinclair, Samuel Endy, Patrick Ciganer, or James Dixon (collectively,
"Management") may Transfer any Capital Stock of the Company owned at any time by
such individual.  The foregoing transfer restrictions shall not (i) apply to any
member of Management (other than a director of the Company) who owns 20,000 or
fewer shares of Capital Stock of the Company (calculated on an as converted
basis) or (ii) prevent any member of Management (other than a director of the
Company) who as of the date of this Agreement owns 20,000 or fewer shares of
Capital Stock of the Company (calculated on an as converted basis) and who
hereafter owns more than 20,000 shares of Capital Stock of the Company
(calculated on an as converted basis) from Transferring up to 20,000 shares of
Capital Stock of the Company (calculated on an as converted basis). 

                     (e) For purposes of this Agreement, the term
"Affiliate" means, (i) with respect to any person, any other person (A) which
directly or indirectly of record or beneficially owns or holds fifty percent
(50%) or more of the equity interest of such person, or (B) fifty percent (50%)
or more of the equity interest of which is owned or held, directly or
indirectly, of record or beneficially, by such person and (ii) with respect to
any person that is an investment fund, any other person which is an investment
fund and which has as its investment managers or adviser, the same investment
manager or adviser as such a person or an investment manager or adviser a
majority of the individual investment professionals of which are the same as the
individual investment professionals of the investment manager or adviser of such
other person.

               2.5.  RIGHT OF FIRST OFFER ON CERTAIN SECONDARY SALES.  Subject
to the terms and conditions specified in this Section 2.5, each Investor who, as
of the date of this Agreement or hereafter, holds at least 100,000 shares of
Registrable Securities and/or Other Registrable Securities (as appropriately
adjusted for any stock dividends, contributions, splits, reclassifications or
the like) (individually a "Section 2.5 Stockholder," and collectively the
"Section 2.5 Stockholders"), hereby grants to each other Section 2.5 Stockholder
(but excluding each holder of Series A Preferred Stock) (individually a
"Section 2.5 Rights Holder," and collectively the "Section 2.5 Rights Holders")
a right of first offer with respect to future sales of Securities by such
Section 2.5 Stockholder.  Notwithstanding any other provision of this Agreement,
a Section 2.5 Stockholder: (i) includes any general partners and Affiliates of
such


                                          19
<PAGE>

Section 2.5 Stockholder; and (ii) excludes each Section 2.5A Stockholder (as
defined below), provided that each such Investor shall be excluded only for so
long as such Investor and its Affiliates own in the aggregate in excess of
800,000 shares of the Capital Stock of the Company (calculated on an as
converted basis) (as appropriately adjusted for any stock dividends,
combinations, splits, reclassifications or the like).  The Section 2.5
Stockholder, shall be entitled to a portion of the right of first offer hereby
granted it among itself and its partners and Affiliate in such proportions as it
deems appropriate.

          Each time a Section 2.5 Stockholder (an "Initiating Section 2.5
Stockholder") proposes to offer any Securities (other than pursuant to the
exercise of registration rights pursuant to this Agreement or the Registration
Rights Agreement), except as provided in subsection 2.4(b) above, the
Section 2.5 Stockholder shall first make an offering of such shares to each
other Section 2.5 Rights Holder in accordance with the following provisions and
the Company shall provide such reasonable information as any Section 2.5
Stockholder shall request to fulfill its obligations or to exercise its rights
hereunder:

                     (a) The Initiating Section 2.5 Stockholder shall
deliver a written notice by certified mail ("Section 2.5 Notice") to the
Section 2.5 Rights Holders stating (i) its bona fide intention to offer such
Securities, (ii) the number of Securities to be offered ("Section 2.5 Shares")
and (iii) the price and terms, if any, upon which it proposes to offer the
Section 2.5 Shares.

                     (b) By written notification received by the Initiating
Section 2.5 Stockholder within ten (10) business days after receiving the
Section 2.5 Notice, each Section 2.5 Rights Holder may elect to purchase or
obtain, at the price and on the terms specified in the Section 2.5 Notice, up to
that number of the Section 2.5 Shares equal to the product of the total number
of Section 2.5 Shares multiplied by a fraction (A) the numerator of which is the
sum of the number of Registrable Securities and the number of Other Registrable
Securities, as the case may be, then held by such Section 2.5 Rights Holder and
(B) the denominator of which is the total number of Registrable Securities and
Other Registrable Securities.  The Initiating Section 2.5 Stockholder shall
promptly, in writing, inform each Section 2.5 Rights Holder which purchases all
of the Section 2.5 Shares available to it ("Fully Exercising Section 2.5 Rights
Holder") of any other Section 2.5 Rights Holder's failure to do likewise. 
During the ten (10) business day period commencing after receipt of such
information, each Fully Exercising Section 2.5 Rights Holder shall be entitled
to purchase up to that portion of the Section 2.5 Shares that the Section 2.5
Rights Holders were entitled to subscribe but which were not subscribed for by
the Section 2.5 Rights Holders which is equal to the proportion that the sum of
the number of Registrable Securities and the number of Other Registrable
Securities then held, by such Fully Exercising Section 2.5 Rights Holder bears
to the sum of the number of Registrable Securities and the number of Other
Registrable Securities then held by all Fully Exercising Section 2.5 Rights
Holders who wish to purchase some of the unsubscribed Securities.

                     (c) The Initiating Section 2.5 Stockholder may, during
the ninety (90)-day period following the expiration of the periods provided in
such subsection 2.5(b),


                                          20
<PAGE>

offer any of the Section 2.5 Shares that have not been purchased within thirty
(30) days of the expiration of the periods provided in subsection 2.5(b) by
Section 2.5 Rights Holders pursuant to subsection 2.5(b) to one or more offerees
at a price not less than the price, and upon terms not more favorable to such
offerees than those, specified in the Section 2.5 Notice.  If the Initiating
Section 2.5 Stockholder does not enter into an agreement for the sale of such
Section 2.5 Shares within such period, or if such agreement is not consummated
within the ninety (90)-day period following the expiration of the periods
provided in such subsection 2.5(b), the right provided herein shall be deemed to
be revived in such Section 2.5 Shares and shall not be offered unless first
reoffered to the Section 2.5 Rights Holders in accordance herewith.

                     (d) The Company may, at its discretion, cause any
additional purchaser of Capital Stock of the Company to agree to comply with the
provisions of this Section 2.5 as a Section 2.5 Stockholder. 

                     (e) Notwithstanding the foregoing, the provisions of
this Section 2.5 shall not apply to (i) any pledge of Securities made pursuant
to a bona fide loan transaction that creates a mere security interest; (ii) any
transfer to the ancestors, descendants, spouse or to trusts for the benefit of
such persons of an Investor; (iii) any bonafide gift; (iv) a transfer by an
Investor that is a partnership to a partner of such partnership or a retired
partner of such partnership who retires after the date hereof, or to the estate
of any such partner or retired partner; or (v) a transfer by any Investor to any
Affiliate of such Investor; provided in each such case (A) that the pledgee,
transferee or donee, as the case may be, shall furnish to the Company and the
other Investors a written agreement to be bound by and to comply with all of the
provisions of this Section 2.5 and (B) that, with respect to a transfer pursuant
to clause (i), (ii) or (iii) of this subsection 2.5(e), the transferring
Investor shall inform the other Investors of such pledge, transfer or gift prior
to effecting it.  Notwithstanding the foregoing, the provisions of this
Section 2.5 shall not apply to the sale of any Securities (i) to the public
pursuant to a registration statement filed with, and declared effective by, the
SEC under the Act or pursuant to Rule 144 or 701 under the Act or (ii) to the
Company.

          Notwithstanding any other provision of this Agreement, each of Mitsui
& Co. Ltd. and its Affiliates and Mitsubishi Corporation and its Affiliates
(individually, a "Section 2.5A Stockholder;" collectively, the "Section 2.5A
Stockholders") may, at its sole discretion, elect not to be a Section 2.5
Stockholder for purposes of this Agreement if all of the following conditions
are satisfied:

                         (i)    the Company shall acquire a direct or indirect
interest in a United States PCS License ("License") or an entity that holds a
License;

                         (ii)   at the time of such acquisition by the Company,
such Section 2.5A Stockholder holds a direct or indirect interest in a License
or an entity that holds a License;

                         (iii)  as a result of such acquisition by the Company,
such Section 2.5A Stockholder would violate applicable United States federal or
state communications laws, including the United States Federal Communications
Act, or the rules and


                                          21
<PAGE>

regulations thereunder, by continuing to hold both its equity interest in the
Company and a direct or indirect interest in a License or an entity that holds a
License; and

                         (iv)   such Section 2.5A Stockholder notifies the
Company within sixty days after receiving notice from the Company that the
Company has acquired a direct or indirect interest in a License or an entity
that holds a License.

               2.6.  BOARD REPRESENTATION.  (a) [intentionally left blank]

                     (b) From and after such time as the criteria set forth
in Section V.B.5(b) of the Company's Amended and Restated Certificate of
Incorporation with respect to the election of directors by the Series F Holders
are no longer satisfied and for so long as 20% of the Series F Conversion Shares
(as defined below) are held by Series F Holders, each Investor covenants to vote
his or its shares in favor of at least three (3) directors (the "Series F
Directors") designated by the holders of a majority of the Series F Conversion
Shares held by the Series F Holders at each annual meeting of stockholders of
the Company at which any director is elected or at the time of any written
consent to action in lieu of any such meeting; PROVIDED, that (i) for so long as
Electra (or its assignee) owns at least 213,360 Series F Conversion Shares (as
such number may be adjusted appropriately for stock splits, stock dividends,
combinations and other recapitalizations), Electra (or its assignee, provided
such assignee is an Affiliate of Electra) shall have the right to designate
one (1) of the directors (the "Electra Director") to be designated by the
holders of the Series F Conversion Shares, (ii) for so long as Central
Investment Holdings, Inc. ("CIH") (or its assignee) owns at least 213,360 Series
F Conversion Shares (as such number may be adjusted appropriately for stock
splits, stock dividends, combinations and other recapitalizations), CIH (or its
assignee, provided such assignee is an Affiliate of CIH) shall have the right to
designate one (1) of the directors to be designated by the holders of the Series
F Conversion Shares; and (iii) for so long as Toronto Dominion (or its assignee)
owns at least 213,360 Series F Conversion Shares (as such number may be adjusted
appropriately for stock splits, stock dividends, combinations and other
recapitalizations), Toronto Dominion (or its assignee, provided such assignee is
an Affiliate) shall have the right to designate one (1) of the directors to be
designated by the holders of the Series F Conversion Shares, PROVIDED, HOWEVER,
that Toronto Dominion or such Affiliate shall not be entitled to so designate
such director if exercising this right would be in violation of the Bank Holding
Company Act (as defined in Section 2A.4).  At least one of the Series F
Directors, which shall be the Electra Director, if any, shall have the right to
be a member of the Audit and Compensation Committees of the Board, if any, or of
any committee of the Board performing comparable functions.  For purposes of
this Section 2.6(b), "Series F Conversion Shares" shall mean the shares of
Common Stock issued or issuable upon conversion of the shares of Series F-1
Preferred Stock originally issued pursuant to the Securities Purchase Agreement
dated as of December 6, 1995, as assumed, among the Company and the Investors
named therein (the "Series F Purchase Agreement") or shares of Common Stock
issued or issuable upon conversion of the shares of Series F-1 Preferred Stock
issued upon conversion of the Series F-2 Preferred Stock originally issued
pursuant to the Series F Purchase Agreement.


                                          22
<PAGE>

          No director(s) so designated by the holders of the Series F Conversion
Shares, or Electra, CIH or Toronto Dominion (or its respective assignee,
provided such assignee is an Affiliate of Electra, CIH or Toronto Dominion), as
the case may be, may be removed without the prior consent, given in person or by
proxy, either in writing or at a special meeting called for that purpose, of the
holders of such Series F Conversion Shares, voting separately as a class.  In
case of the death, resignation or other removal of any Series F Director,
including the Electra Director, the holders of a majority of the Series F
Conversion Shares held by the Series F Holders, or Electra (or its assignee), as
the case may be, shall have the right to designate a successor director to hold
such office for the unexpired term of such removed director.  Each Investor
covenants and agrees to vote his or its shares, as promptly as possible, either
at a special meeting called for such purpose or by written consent in lieu of a
meeting, in favor of the election of such successor designee.

          Until the Company completes an initial public offering of its Common
Stock or is sold to or merges with another entity, none of Vanguard or Electra,
in their capacity as stockholders of the Company, will take any actions which
would result in the representative of BEA Associates, as the manager of certain
investment funds that are stockholders of the Company, being removed from the
Board of Directors of the Company, so long as such investment funds retain their
current level of ownership of Registrable Securities (as defined in
subsection 1.1(f) hereof) and Registrable Securities (as defined in the
Registration Rights Agreement) owned by them as of the date hereof.

               2.7.  OBSERVER RIGHTS.  Each Investor who is the Holder of not
less than either 80,000 shares of Registrable Securities or the Holder (within
the meaning of the Registration Rights Agreement) of not less than 80,000 shares
of Other Registrable Securities (subject to appropriate adjustment for stock
splits, stock dividends, combinations and other recapitalizations) is entitled
to have one representative designated by such Investor attend all meetings of
its Board in the capacity of a nonvoting observer who may participate in
discussions and, in this respect, copies of all notices, minutes, consents, and
other materials that the Company provides to its directors shall be given to
such representative; PROVIDED, HOWEVER, that such representative shall agree to
hold in confidence and trust and to act in a fiduciary manner with respect to
all information so provided; and, PROVIDED, FURTHER, that the Company reserves
the right to withhold any information and to exclude such representative from
any meeting or portion thereof if access to such information or attendance at
such meeting could adversely affect the attorney-client privilege between the
Company and its counsel or would result in disclosure of trade secrets to such
representative or if such Investor or its representative is a direct competitor
of the Company.  Each Investor that is an entity may designate a representative
to attend such meetings on its behalf.  Each Investor (or representative
thereof) may designate an alternate to attend such meetings on its behalf if
such Investor (or representative thereof) is unable to attend.  The Company
acknowledges that it is contractually required to comply with the obligations of
this Section 2.7.


                                          23
<PAGE>

               2.8.  CO-SALE RIGHTS.

                     (a) Any Section 2.5 Rights Holder which does not elect
to purchase any of the Section 2.5 Shares available to it may elect to
participate (a Section 2.5 Rights Holder so electing being herein a
"Participant") in the Initiating Section 2.5 Stockholder's sale of Securities in
accordance with this Section 2.8.

                     (b) Subject to subsection 2.8(l) below, each Participant 
shall have the right (the "Participation Right") to Transfer to the purchaser 
of Section 2.5 Shares and any Section 2.5 Rights Holders who have exercised 
the right of first offer set forth in Section 2.5 above a number of 
Securities equal to the product of (i) the aggregate number of Section 2.5 
Shares and (ii) such Participant's Pro Rata Percentage Amount (as defined 
below); PROVIDED, HOWEVER, that (A) with respect to any Participant (other 
than an Original Series G/H Participant (as defined below)) which is a holder 
of Series G/H Registrable Securities (as defined in the Registration Rights 
Agreement), until such time as such Participant shall have received proceeds 
upon the Transfer of Series G/H Registrable Securities and the Preferred 
Stock of the Company underlying such Registrable Securities which equals or 
exceeds the product of (x) the aggregate liquidation preference of all such 
Series G/H Registrable Securities and underlying Preferred Stock acquired by 
such Participant (where the "liquidation preference" of Series G Preferred 
Stock and Series H Preferred Stock means the Original Series G Issue Price 
and the Original Series H Issue Price (as those terms are defined in the 
Company's Amended and Restated Certificate of Incorporation), respectively) 
and (y) 0.50, and (B) with respect to any Participant which is a holder of 
Series F/J Registrable Securities (as defined in the Registration Rights 
Agreement), until such time as such Participant shall have received proceeds 
upon the Transfer of Series F/J Registrable Securities which equals or 
exceeds the sum of (B1) the product of (x) the number of Series F Registrable 
Securities (as defined in the Registration Rights Agreement) purchased by 
such Participant, (y) $9.375 (as appropriately adjusted for any stock 
dividends, combinations, splits or the like with respect to such shares), and 
(z) 0.50 and (B2) the product of (x) the number of Series J Registrable 
Securities (as defined in the Registration Rights Agreement) purchased by 
such Participant, (y) $12.67 (as appropriately adjusted for any stock 
dividends, combinations, splits or the like with respect to such shares ) and 
(z) .50, each such Participant specified in clause (A) and (B) above shall 
have the right to Transfer a number of Securities equal to the product of (i) 
the aggregate number of Section 2.5 Shares, (ii) such Participant's Pro Rata 
Percentage Amount and (iii) 150% (subject to a pro rata cut back based on the 
number of Securities which each such Participant has the right to Transfer 
pursuant to this sentence if the total number of Securities to be Transferred 
is less than the total number of Securities which all such Participants have 
the right to Transfer pursuant to this sentence).  For purposes of this 
Section 2.8, a Participant's Pro Rata Percentage Amount shall be equal to the 
fraction, the numerator of which is the number of shares of Common Stock 
owned by such Participant at the time of the sale or transfer (assuming the 
full conversion, exchange and exercise of all convertible, exchangeable and 
exercisable securities of the Company then owned by such Participant) and the 
denominator of which is the total number of shares of Common Stock owned by 
the Initiating Section 2.5 Stockholder and all Participants at the time of 
the Transfer (assuming the full conversion, exchange and exercise of all 
convertible, exchangeable 

                                          24
<PAGE>

and exercisable securities of the Company then owned by the Initiating 
Section 2.5 Stockholder and all Participants), and rounded to the nearest 
whole number.

                    (c)  Each Participant shall effect its participation in the
sale by promptly delivering to the Initiating Section 2.5 Stockholder for
transfer to the prospective purchaser one or more certificates, properly
endorsed for transfer, which represent:

                         (i)   the type and number of shares of Common Stock
which such Participant elects to sell; or

                         (ii)  that number of shares of Preferred Stock which is
at such time convertible into the number of shares of Common Stock which such
Participant elects to sell; provided, however, that if the prospective purchaser
objects to the delivery of Preferred Stock in lieu of Common Stock, such
Participant shall convert such Preferred Stock into Common Stock and deliver
Common Stock as provided in subsection 2.8(c)(i) above.  The Company agrees to
make any such conversion concurrent with the actual transfer of such shares to
the purchaser.

                    (d)  The stock certificate or certificates that the
Participant delivers to the Initiating Section 2.5 Stockholder pursuant to
subsection 2.8(c) shall be transferred to the prospective purchaser in
consummation of the sale of the Securities pursuant to the terms and conditions
specified in the Section 2.5 Notice at the price and on the terms which the
prospective purchaser makes its purchase from the Initiating Section 2.5
Stockholder, and the Initiating Section 2.5 Stockholder shall concurrently
therewith remit to such Participant that portion of the sale proceeds to which
such Participant is entitled by reason of its participation in such sale.  To
the extent that any prospective purchaser or purchasers prohibits such
assignment or otherwise refuses to purchase shares or other securities from a
Participant exercising its rights of co-sale hereunder, the Initiating
Section 2.5 Stockholder shall not sell to such prospective purchaser or
purchasers any Securities unless and until, simultaneously with such sale, the
Initiating Section 2.5 Stockholder shall purchase such shares or other
securities from such Participant at the price and on the terms which the
prospective purchaser makes its purchase from the Initiating Section 2.5
Stockholder.

                    (e)  The exercise or non-exercise of the rights of the
Participants hereunder to participate in one or more sales of Securities made by
an Initiating Section 2.5 Stockholder shall not adversely affect their rights to
participate in subsequent sales of Securities subject to this Section 2.8.

                    (f)  Notwithstanding the foregoing, the co-sale rights of
the Investors shall not apply to (i) any pledge of Securities made pursuant to a
bona fide loan transaction that creates a mere security interest; (ii) any
transfer to the ancestors, descendants or spouse or to trusts for the benefit of
such persons of an Investor; (iii) any bona fide gift; (iv) a transfer by an
Investor that is a partnership to a partner of such partnership or a retired
partner of such partnership who retires after the date hereof, or to the estate
of any such partner or retired partner; or (v) a transfer by any Investor to any
Affiliate of such Investor; provided in each such case (A) that the pledgee,
transferee or donee, as the case may be, shall furnish to the Company


                                          25
<PAGE>

and the other Investors a written agreement to be bound by and comply with all
the provisions of this Section 2.8 and (B) that, with respect to a transfer
pursuant to clause (i), (ii) or (iii) of this subsection 2.8(f), the
transferring Investor shall inform the other Investors of such pledge, transfer
or gift prior to effecting it.  Such transferred Securities shall remain
"Securities" hereunder.

                    (g)  Notwithstanding the foregoing, the provisions of this
Section 2.8 shall not apply to (A) the sale of any Securities (i) to the public
pursuant to a registration statement filed with, and declared effective by, the
SEC under the Act or pursuant to Rule 144 or 701 under the Act or (ii) to the
Company or (B) the Post-Exchange Sale (as that term is defined in the Exchange
Agreement dated August 18, 1997 among the Company and the Lenders named therein
(the "Exchange Agreement")).

                    (h)  In the event an Initiating Section 2.5 Stockholder
should sell any Securities in contravention of the co-sale rights of any
Participant under this agreement (a "Prohibited Transfer"), the Participants, in
addition to such other remedies as may be available at law, in equity or
hereunder, shall have the put option provided below, and the Initiating
Section 2.5 Stockholder shall be bound by the applicable provisions of such
option.

                    (i)  In the event of a Prohibited Transfer, each Participant
shall have the right to sell to the Initiating Section 2.5 Stockholder the type
and number of Securities equal to the number of shares each Investor would have
been entitled to transfer to the purchaser had the Prohibited Transfer been
effected pursuant to and in compliance with the terms hereof.  Such sale shall
be made on the following terms and conditions:

                         (i)   The price per share at which the Securities are
to be sold to the Initiating Section 2.5 Stockholder shall be equal to the price
per share paid by the purchaser to the Initiating Section 2.5 Stockholder in the
Prohibited Transfer.  The Initiating Section 2.5 Stockholder shall also
reimburse each Investor for any and all fees and expenses, including legal fees
and expenses, incurred pursuant to the exercise or the attempted exercise of the
Investor's rights under this Section 2.8. 

                         (ii)  Within ninety (90) days after the later of the
dates on which the Participant (A) received notice of the Prohibited Transfer or
(B) otherwise become aware of the Prohibited Transfer, each Participant shall,
if exercising the option created hereby, deliver to the Initiating Section 2.5
Stockholder the certificate or certificates representing shares to be sold, each
certificate to be properly endorsed for transfer.

                         (iii) The Initiating Section 2.5 Stockholder shall,
upon receipt of the certificate or certificates for the shares to be sold by a
Participant, pursuant to this subsection 2.8(i), pay the aggregate purchase
price therefor and the amount of reimbursable fees and expense, as specified in
clause (i) of this subsection 2.8(i), in cash or by other means acceptable to
the Participant.

                         (iv)  Notwithstanding the foregoing, any attempt by an
Initiating Section 2.5 Stockholder to transfer Securities in violation of this
Section 2.8 hereof


                                          26
<PAGE>

shall be void and the Company agrees it will not effect such a transfer nor will
it treat any alleged transferee as the holder of such shares without the written
consent of a majority in interest of the Investors.

                    (j)  Each certificate representing shares of Capital Stock
of the Company now or hereafter owned by each Investor or issued to any person
in connection with a transfer pursuant to subsections 2.8(d) and (i) hereof
shall be endorsed with the following legend:

          "THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES
          REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS
          OF A CERTAIN CO-SALE AGREEMENT BY AND BETWEEN THE STOCKHOLDER, THE
          CORPORATION AND CERTAIN HOLDERS OF STOCK OF THE CORPORATION.  COPIES
          OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE
          SECRETARY OF THE CORPORATION."

                    (k)  Each Investor agrees that the Company may instruct its
transfer agent to impose transfer restrictions on the shares represented by
certificates bearing the legend referred to in subsection 2.8(j) above to
enforce the provisions of this Agreement and the Company agrees to promptly do
so.  The legend shall be removed upon termination of this Section 2.8.

                    (l)  Each Original Series G/H Participant (as defined below)
shall have the right (the "Original Series G/H Participation Right") to transfer
to the purchaser and any Section 2.5 Rights Holders who have exercised the right
of first offer set forth in Section 2.5 above, Original Series G/H Registrable
Securities (as defined below in this subsection 2.8(l)) pro rata according to
the respective Original Series G/H Pro Rata Percentage Amounts (as defined below
in this subsection 2.8(l)) of the Original Series G/H Participants who exercise
the Original Series G/H Participation Right with respect to such transfer.  The
Original Series G/H Participation Right of each holder of Original Series G/H
Registrable Securities shall terminate when the aggregate amount of the proceeds
received by Original Series G/H Participants in respect of Original Series G/H
Registrable Securities that all Original Series G/H Participants have included
in Transfers pursuant to this subsection 2.8(l) (regardless of whether such
holders have exercised such right) is at least equal to the aggregate principal
amount of, and accrued but unpaid interest on, the IWCH/PWH Notes exchanged for
Series G and Series H Preferred Stock pursuant to the Exchange Agreement.  The
Original Series G/H Participation Right may be exercised prior to and in
preference over any Participation Right in subsection 2.8(b) hereof.  For
purposes of this subsection 2.8(l):

                         (i)   "Original Series G/H Participant" means any
holder of Original Series G/H Registrable Securities;

                         (ii)  "Original Series G/H Pro Rata Percentage Amount"
for any Original Series G/H Participant means the fraction, the numerator of
which is the number of Original Series G/H Registrable Securities owned by such
participant at the time of the


                                          27
<PAGE>

Transfer and the denominator of which is the total number of Original Series G/H
Registrable Securities held by all Original Series G/H Participants at such
time; and

                         (iii) "Original Series G/H Registrable Securities"
means (A) all shares of Series G and Series H Preferred Stock that were acquired
by the holder thereof (or an Affiliate of such holder) pursuant to Sections 2,
2A or 3 of the Exchange Agreement and not transferred to any third party (other
than an Affiliate of such holder), (B) all shares of Series G and Series H
Preferred Stock held by such holder (or an Affiliate thereof) and issued upon
the conversion of any shares of Series G or Series H Preferred Stock described
in clause (A) above and -C- all shares of Common Stock held by such holder (or
an Affiliate thereof) and issued or issuable upon conversion of such shares of
Series G and Series H Preferred Stock described in clause (A) or clause (B).

               2.9.  STOCK PURCHASES BY EMPLOYEES, OFFICERS, DIRECTORS AND
CONSULTANTS.  Each employee who purchases any of the shares of the Company's
Common Stock that are subject to vesting and are reserved for issuance to
officers and employees of the Company shall execute and deliver to the Company
an employee stock purchase agreement committing each such person to resell to
the Company at the original purchase price thereof all shares of the Company's
Common Stock that are not vested on the date of termination of such employee's
term of employment with the Company, and restricting each such person from
transferring any unvested shares of the Company's Common Stock to any person
except to members of his or her immediate family or to a trust for the benefit
of members of his or her immediate family.

               2.10. ADDITIONAL LIQUIDITY RIGHTS.  (a) Each Investor with a 
representative on the Board shall cause such representative to take all steps 
necessary to cause the Board to maintain a committee of the Board (the 
"Committee") consisting of a representative of the Board designated by 
Vanguard (as long as Vanguard or any Affiliate thereof owns not less than 
fifty percent (50%) of the shares of Series C Preferred Stock it holds as of 
the date hereof (or an equivalent amount of Common Stock issued upon 
conversion thereof)), a Series F Director (but only so long as the holders of 
Series F-1 Preferred Stock shall be entitled to elect the Series F Directors 
pursuant to subsection V.B.5(b) of the Company's Amended and Restated 
Certificate of Incorporation), which shall be the Electra Director, if any, a 
representative of the Board designated by the other outside investors and a 
representative of the Company's Executive Management.  (If Vanguard shall at 
any time fail the ownership requirements set forth in the preceding sentence, 
the Board at its sole discretion may elect to the Committee a representative 
of the Board not designated by Vanguard.)  The Committee shall, from time to 
time at the request of any member, consult with an investment banking firm of 
recognized national standing that is unaffiliated with the Committee members. 
 The Committee shall request such investment banking firm to thereafter make 
a formal presentation to the Committee as to the commercial reasonableness of 
proceeding with an initial public offering of the Company's Common Stock 
("IPO") in light of then prevailing market conditions and the condition and 
performance of the Company. Based on the recommendation of such investment 
banking firm, the Committee shall make a recommendation to the full Board 
about proceeding with an IPO.  If the Board approves proceeding with an IPO, 
the Company shall, subject to the rights of the Holders under the

                                    28
<PAGE>

Registration Rights Agreement, use commercially reasonable efforts to proceed
with an IPO unless three directors vote to oppose proceeding with the IPO.  In
such event, the Company shall submit to binding arbitration to be completed
within thirty (30) days to determine whether it is commercially feasible to
proceed with an IPO.  Such arbitration shall be conducted as provided in
subsection 2.10(b) below.  The arbitrators shall be representatives of
nationally known investment banking firms unaffiliated with the Company.  Upon a
finding of commercial feasibility, the Company shall, subject to the rights of
the Series F Holders under the Registration Rights Agreement, use commercially
reasonable efforts to proceed with an IPO.  If no IPO occurs by December 31,
1996, the Committee shall then explore in good faith other means to provide
liquidity for all outside investors.  The Committee shall again consult with an
investment banking firm of recognized national standing that is unaffiliated
with any of the Committee members and request such investment banking firm to
submit a written report to the Committee regarding liquidity alternatives,
including the sale of the Company, the repurchase of the Company's stock by all
electing investors and any other commercially feasible liquidity strategies.

                    (b)  Any arbitration pursuant to subsection 2.10(a) shall be
conducted as follows:  

                         (i)   The arbitration and all preliminary proceedings
related thereto shall be conducted in accordance with such rules as may be
agreed upon by the parties, or failing agreement on such rules, in accordance
with the Rules for Commercial Arbitration of the American Arbitration
Association ("AAA") as amended from time to time and as modified by this
Agreement.  The dispute shall be presented to a single arbitrator sitting in
Wilmington, Delaware.

                         (ii)  The arbitrator shall be selected jointly by the
parties within 15 days after demand for arbitration is made by a party.  If the
parties are unable to agree on an arbitrator within that period, then any party
may request that the AAA select the arbitrator. 

                         (iii) Except as may otherwise be agreed in writing by
the parties or as ordered by the arbitrator upon substantial justification
shown, the hearing for the dispute shall be held and concluded, and the
arbitrator shall render its final decision within thirty (30) days following the
selection of the arbitrator.  The arbitrator shall state the factual and legal
basis for the decision.  The decision of the arbitrator shall be final and
binding, except a provided in the Federal Arbitration Act, 9 U.S.C. Section 1,
ET SEQ., and except for errors of law based on the findings of fact.  

               2.11. TERMINATION OF CERTAIN COVENANTS.  The covenants set forth
in Sections 2.1, 2.2, 2.3, 2.4, 2.5, 2.7, 2.8, 2.9, and 2.10 shall terminate and
be of no further force or effect upon the consummation of a Threshold Public
Offering.

               2.12. CERTAIN PROVISIONS RELATING TO BT HOLDERS. 
Notwithstanding any other provisions contained herein, no BT Holder (solely with
respect to such Holder's BT Warrant Shares) shall be entitled to any of the
rights or subject to the obligations of an Investor or Holder under Section 2.7.


                                          29
<PAGE>

               2A.   TORONTO DOMINION REGULATORY COMPLIANCE.

               2A.1  VIOLATION OF BHCA OR SBIA.  If Toronto Dominion or an
affiliate of Toronto Dominion determines that it has a BHCA Issue (as defined
below) or an SBIC Issue (as defined below), the Company and all other Investors
agree to take all such actions as are reasonably requested by Toronto Dominion
or such affiliate in order to, at the option of Toronto Dominion or such
affiliate, either (a) permit Toronto Dominion or such affiliate to convert all
or any portion of any shares of Series F-1 Preferred Stock held by Toronto
Dominion or its affiliate into an equal number of shares of Series F-2 Preferred
Stock (which Series F-2 Preferred Stock shall be convertible back into
Series F-1 Preferred Stock on such terms as may be permitted by regulatory
considerations then prevailing) or (b) effectuate and facilitate a Transfer by
Toronto Dominion or such affiliate of all or a part of its interest in the
Company to a person or entity designated by Toronto Dominion or such affiliate,
provided that such assignment or transfer is in compliance with applicable
federal and state securities laws and the assignee or transferee agrees to be
bound by the Agreement.

               2A.2  SBIC REQUIREMENTS.

               (a)  The Company and each Investor hereby agree to take all
action and execute all such instruments as may be reasonably required by Toronto
Dominion or its permitted assignee or transferee, in either case which may
hereafter become (or which is expected by Toronto Dominion to become) a small
business investment company (an "SBIC") subject to the SBIC Requirements, so
that such SBIC shall be entitled to legally hold its shares of Capital Stock of
the Company as a small business investment company under the SBIC Requirements. 
Such actions shall be taken at the reasonable request of Toronto Dominion or
such affiliate within a reasonable time in advance of the earlier of (i) Toronto
Dominion or such affiliate becoming an SBIC or (ii) Toronto Dominion assigning
or transferring the shares of Capital Stock in the Company held by it to an SBIC
or an affiliate of Toronto Dominion which is expected by Toronto Dominion to
become an SBIC.

               (b)  Such actions referred to in clause (a) above shall include,
without limitation, an amendment to this Agreement providing for (i) the
provision of financial statements and other information by the Company as
required by and on forms specified by SBIC Requirements (including information
with respect to the Company's use of proceeds and to confirm the Company's size
for purposes of eligibility under the SBIC Requirements), (ii) in the event that
the SBIC Requirements are not met for such SBIC to legally hold such Capital
Stock (including, without limitation, as a result of a diversion of the proceeds
from the reported use thereof or a change in the Company's business activities),
the SBIC's right to put its shares of Capital Stock of the Company back to the
Company for prompt payment at the original purchase price of such shares and
(iii) such other representations, warranties and covenants for the benefit of
such SBIC as may be reasonably required by the SBIC Requirements. 
Notwithstanding any other provision of this Agreement, SBIC's right under clause
(ii) of the first sentence of this Section 2A.2(b) shall arise solely if (i) the
Company shall become an ineligible investment for SBIC (within the meaning of
the SBIC Requirements) as a result of (A) changing its business activity (within
the meaning of the SBIC Requirements) from that contemplated by the Memorandum
or (B) using the proceeds


                                          30
<PAGE>

from the sale of Series F Preferred Stock pursuant to the Series F Purchase
Agreement in a manner different than that contemplated by the Memorandum (as
defined in the Series F Purchase Agreement) and the Series F Purchase Agreement
and (ii) as a result of such change in business activity or use of proceeds,
SBIC would violate the SBIC Requirements by maintaining its investment in the
Company.  In addition, before exercising its rights under clause (ii) of the
first sentence of this Section 2A.2(b), SBIC shall use commercially reasonable
efforts to obtain approval of the Small Business Administration to permit it to
maintain its investment in the Company notwithstanding such change in business
activity.

               2A.3  ACQUISITION OF SECURITIES.  Notwithstanding anything
contained in this Agreement to the contrary, Toronto Dominion shall not be
entitled to acquire any shares of Capital Stock of the Company hereunder,
including, without limitation, under Sections 2.3 and 2.5, if the acquisition of
such shares would cause Toronto Dominion to hold shares of Capital Stock in the
Company in excess of the amount permitted under the Bank Holding Company Act (as
defined below).

               2A.4  BHCA ISSUE, SBIC ISSUE AND SBIC REQUIREMENTS DEFINED.

               (a)  For purposes of this Agreement, a "BHCA Issue" means any
facts or circumstances under which Toronto Dominion or an affiliate of Toronto
Dominion is or may be in violation or potential violation of the Bank Holding
Company Act of 1956, as amended from time to time (and any successor law
thereto), or the rules and regulations promulgated from time to time thereunder
(collectively, the "Bank Holding Company Act"), or any assertion by any
governmental regulatory agency that Toronto Dominion or an affiliate of Toronto
Dominion is or may be in violation or potential violation of the Bank Holding
Company Act by virtue of Toronto Dominion or an affiliate of Toronto Dominion
holding, or exercising any significant right with respect to, any Capital Stock
of the Company.

               (b)  For purposes of this Agreement, an "SBIC Issue" means any
facts or circumstances under which Toronto Dominion or an affiliate of Toronto
Dominion is or may be in violation or potential violation of the Small Business
Investment Act of 1958, as amended from time to time (and any successor law
thereto), or the rules and regulations promulgated thereunder (collectively, the
"Small Business Investment Act"), or any assertion by the U.S. Small Business
Administration or other governmental agency that Toronto Dominion or an
affiliate of Toronto Dominion is or may be in violation or potential violation
of the Small Business Investment Act or other laws or regulations pertaining to
small business investment companies by virtue of Toronto  Dominion or an
affiliate of Toronto Dominion holding, or exercising any significant right with
respect to, any Capital Stock of the Company.

               (c)  For purposes of this Agreement, "SBIC Requirements" means
all of the requirements of the Small Business Investment Act relating to small
business investment companies and investments by small business investment
companies as in effect on the date hereof or as they may be amended or
supplemented from time to time.


                                          31
<PAGE>

          3.   MISCELLANEOUS.

               3.1.  SUCCESSORS AND ASSIGNS.  Except as otherwise provided
herein, the terms and conditions of this Agreement shall inure to the benefit of
and be binding upon the respective successors and assigns of the parties
(including transferees of any shares of Registrable Securities).  Nothing in
this Agreement, express or implied, is intended to confer upon any party other
than the parties hereto or their respective successors and assigns any rights,
remedies, obligations, or liabilities under or by reason of this Agreement,
except as expressly provided in this Agreement.

               3.2.  GOVERNING LAW.  This Agreement shall be governed by and
construed under the laws of the State of Delaware as applied to agreements among
Delaware residents entered into and to be performed entirely within Delaware.

               3.3.  COUNTERPARTS.  This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

               3.3.  TITLES AND SUBTITLES.  The titles and subtitles used in
this Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.

               3.5.  NOTICES.  Unless otherwise provided, any notice required
or permitted under this Agreement shall be given in writing and shall be deemed
effectively given upon personal delivery to the party to be notified or upon
deposit with any United States Post Office, by registered or certified mail,
postage prepaid and addressed to the party to be notified at the address
indicated for such party on the signature page hereof, or at such other address
as such party may designate by at least ten (10) days' advance written notice to
the other parties.

               3.6.  EXPENSES.  If any action at law or in equity is necessary
to enforce or interpret the terms of this Agreement, the prevailing party shall
be entitled to reasonable attorneys' fees, costs and necessary disbursements in
addition to any other relief to which such party may be entitled.

               3.7.  AMENDMENTS AND WAIVERS.  Any term of this Agreement may be
amended and the observance of any term of this Agreement may be waived (either
generally or in a particular instance and either retroactively or
prospectively), only with the written consent of the Company, the Holders of
seventy-five percent (75%) of the then outstanding Registrable Securities and
Holders (as defined in the Registration Rights Agreement) of a majority of the 
Series F Registrable Securities, a majority of the Series G/H Registrable
Securities (as defined in the Registration Rights Agreement) and a majority of
the Series J Registrable Securities.  Any amendment or waiver effected in
accordance with this Section 3.7 shall be binding upon each Holder of any
Registrable Securities, Series F Registrable Securities, Series J Registrable
Securities or Series G/H Registrable Securities then outstanding, each future
Holder of all such Registrable Securities or the Series F Registrable
Securities, Series J Registrable Securities or Series G/H Registrable
Securities, and the Company.  Notwithstanding the foregoing, (i) the


                                          32
<PAGE>

rights of Section 2.5 Stockholders pursuant to Section 2.5 hereof, (ii) the
rights of Investors pursuant to Section 2.7 hereof and (iii) the rights of
Investors pursuant to Section 2.10 hereof may not be amended without the written
consent of Holders of a majority of the Registrable Securities and seventy-five
percent (75%) of the Series F Registrable Securities and seventy-five percent
(75%) of the Series G/H Registrable Securities then held by the Section 2.5
Stockholders in the case of clause (i) hereof, each Holder of at least 80,000
shares of Registrable Securities in the case of clause (ii) hereof, and Holders
of a majority of the Registrable Securities and Other Registrable Securities in
the case of clause (iii) hereof.  Notwithstanding the foregoing, (i) the rights
of the BT Holders under this Agreement may not be adversely affected in a manner
different than the rights of other holders of Registrable Securities, (ii) the
obligations of the BT Holders may not be increased in a manner different than
the obligations of other holders of Registrable Securities and (iii) this
Section and Section 3.10 may not be amended, in each case, without the written
consent of BT Holders holding a majority of the BT Warrant Shares.  By executing
this Agreement, an Existing Investor hereby consents to amending and restating
the Prior Agreement in its entirety as set forth herein upon the effectiveness
of this Agreement and to waive any rights that would otherwise arise under the
Prior Agreement by virtue of the transactions contemplated by the Loan
Agreements.  Each Investor also agrees to take such actions as are necessary or
desirable for the Company to comply with Section 4.8 of the BT Note and Warrant
Agreement.

               3.8.  APPROVALS.  Each of the Investors hereby grants any and
all consents, waivers, amendments, assignments, assumptions and agreements
(collectively "Approvals") to effect the transactions contemplated by the
Series J Agreement that are necessary or appropriate under the agreements to
which they are a party, including without limitation, the Amended and Restated
Certificate of Incorporation of the Company as currently in effect (the
"Certificate"), the Series F Purchase Agreement, the Amended and Restated
Registration Rights Agreement dated as of August 18, 1997, among the Company and
the investors named therein (the "Prior Registration Rights Agreement") and the
Prior Agreement, and the execution, delivery and performance thereof and related
documents thereto, including those contained in the Series F Purchase Agreement,
the Prior Registration Rights Agreement, the Prior Agreement and the Certificate
(but excluding, notwithstanding any other provision of this Agreement, any
Approvals that may be necessary or appropriate under the Loan Agreements).

               3.9.  SEVERABILITY.  If one or more provisions of this Agreement
are held to be unenforceable under applicable law, such provision shall be
excluded from this Agreement and the balance of the Agreement shall be
interpreted as if such provision were so excluded and shall be enforceable in
accordance with its terms.

               3.10. AGGREGATION OF STOCK.  All shares of Registrable
Securities and Other Registrable Securities held or acquired by affiliated
entities or persons shall be aggregated together for the purpose of determining
the availability of any rights under this Agreement.

               3.11. ENTIRE AGREEMENT; AMENDMENT; WAIVER.  This Agreement
hereby amends and restates the Prior Agreement in its entirety and any other
previous agreements


                                          33
<PAGE>

among any of the parties hereto (other than the BT Note and Warrant Agreement,
which shall continue in full force and effect and shall control in the event of
any conflict), with respect to the subject matter of this Agreement, and any
such previous agreements shall be of no further force and effect.  This
Agreement and the documents referred to herein constitute the entire agreement
among the parties with respect to the subject matter hereof.














                                          34
<PAGE>

          IN WITNESS WHEREOF, the parties have executed this Eighth Amended and
Restated Investor Rights Agreement as of the date first above written.


                                        INTERNATIONAL WIRELESS
                                        COMMUNICATIONS HOLDINGS, INC.


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

                           Address:     400 So. El Camino Real, Suite 1275
                                        San Mateo, CA  94402

                                        INVESTOR


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


                           Address:
                                        -------------------------------------

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

<PAGE>

                                      SCHEDULE A

                                Schedule of Investors
                                ---------------------


Alexandra Building Corporation
American International Underwriters Overseas, Ltd.
ARBOR Company
Antignas, Sanford L.
Argentina Equity Investments Partnership
Aztec Digital Partnership
Bagatelle, Warren D.
BancBoston Investments Inc.
Barger, Matthew R.
Baupost Limited Partnership 1983 C-1
Bayview Investors, Ltd.
Beberman, Richard A.
Behrens, Christopher C.
Bennett, Michael
Bicom Technology, Inc. (Jason Wu)
Billings, George
Biron, Thomas E.
BPPA IWC LLC
Brown University Third Century Fund
BT Foreign Investment Corporation
C.I. Emerging Markets Fund
C.I. Global Fund
C.I. Latin American Fund
Campbell, Edward
CEA Investors, Inc.
Chase Latin American Equity Associates L.P.
CIH
Clarke, Robert L.
Clarke, Robert L. Self Directed IRA
Collis, James J.
Cooper, Jay W.
Crook, Edward T.
Darby Emerging Markets Fund, L.P.
Digital Ventures, Ltd.
Dixon, James
Doll, Dixon R.
Drysdale Partners
Drysdale, George M.
Duhamel Broadcasting Enterprises
Dunn, John Russel


                                         S-1
<PAGE>

Egan, Robert L.
Electra Associates, Inc.
Electra Investment Trust P.L.C.
Emerging Markets Infrastructure Fund, Inc.
Emerging Markets Telecommunications Fund, Inc.
Fairman, Fleur
Fernandes, Jose Carlos Aguilera
First Bank Custodian for D. Kent Anderson
Flax-Davidson, Ron
FLX Fifth, L.P.
Frankum, Ronald B.
Frog & Peach Investors, L.P.
Gateway Venture Partners III, L.P.
GMI/DRI Investment Trust
Gunter, Jonathan
Gunter, L.P.
Harris Corporation
High Point Keller Limited Partnership
Huret , Robert, and Huret, Judy S. as Community Property
Irwin, Edward T.
IW Fund
JAFCO America Ventures, Inc.
JAFCO G-5 Investment Enterprise Partnership
JAFCO R-1(A) Investment Enterprise Partnership
JAFCO R-1(B) Investment Enterprise Partnership
JAFCO R-2 Investment Enterprise Partnership
Japan Associated Finance Co., Ltd.
JMB/RMD Partners, G.P.
John W. Stanton & Theresa E. Gillespie, JTWROS
Kaplow, Mark J.
Keller Enterprises, Inc.
Keller II, Richard B.
Keller II, Richard B., IRA DLJSC as Custodian
Kempner, Alan H., Thomas L. Kempner & William A. Perlmuth, Trustees U/W CML
Trust F/B/O 
Kempner, Carl L., Thomas L. Kempner & William A. Perlmuth, Trustees U/W CML
Trust F/B/O  
Kempner, Thomas L., Thomas L. Kempner & William A. Perlmuth, Trustees U/W CML
Trust F/B/O 
Knafel Family Foundation
Knafel, Sidney R.
Krones, Robert
Kuhn, Loeb & Co.
Latin America Capital Partners
Latin America Equity Fund, Inc.


                                         S-2
<PAGE>

Latin America Investment Fund, Inc.
Leach , Paul C., and Sheila J. Leach as Community Property
LEG Partners, L.P.
LEG RMD Investors LLC
Leight, Nathan D.
Lesser, Joseph S.
Lexington Partners IV, L.P.
Lockton, John
Loeb Children Trust, Henry A. Loeb, Thomas L. Kempner, Elizabeth Loeb Levin,
Jean Loeb Troubh, Trustee U/W Carl M. Loeb 1/3/55 Trust F/B/O Henry A.
Loeb Partners Corporation
Luby, William K.
MAO Holdings S.A.
Mass Mutual
McEvoy, Nan Tucker
McGuinness, Sean
McKay Charitable Remainder Trust
McKay Family Partnership
McKay, Elaine
McKay, Sr., Robert
Mintz, Norman N.
Mitsubishi
Mitsui Tokyo
Morgan, Melissa
Morgenthaler, Gary J.
Nathanson, Marc B.
Northwood Capital Partners LLC
Northwood Ventures
Osterweis Revocable Trust U/A Dated 9/13/93, John R. Osterweis, Trustee 
Patrick Latterall Living Trust
Pavey Family Partnership
Pomona Capital  II, L.P.
Poovey, Kenneth M. 410810 fbo , North American Trust Co., TTEE for Latham &
Watkins
Puritz, Scott
Quayle, Roger
R & S Co. IV, L.P.
Rahn, Noel P.
RMD Chicago Partners
Rock, Arthur
Rogers, Christopher
Rosenfelt, Barbara A.
Rothenberg, Alan E. and Rothenberg, G. Susan , as Community Property
Rowe, Irwin D.
Ruge, Jan
Salzer, Larry


                                         S-3
<PAGE>

SBC Warburg Dillon Read Inc., as agent
Schwartz, Bradley S.
Snowdon, Van
Steyer, Thomas
Stough, Brooks
Taiwan Asia Pacific Venture Fund Ltd.
Tcherepnine, Jessica
Tepner, Harvey L.
Ticonderoga Partners III, L.P.
Tinicum Investors
Toolooe, Nezam
Toronto Dominion Investments, Inc.
U.S. Information Technology Investment Enterprise Partnership
Unger, Howard D.
Vanguard Cellular Operating Corp.
Wallert, Frederick
Walton, Robert E Benefit Trust
Wasaff, Charles
Willetts, Maria
Wilson, Henry T.
Woodfield, Andrew






                                         S-4