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                  AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
               OF INTERNATIONAL WIRELESS COMMUNICATIONS HOLDINGS, INC.
                                a Delaware Corporation

          International Wireless Communications Holdings, Inc. (the
"Corporation"), a corporation organized and existing under and by virtue of the
General Corporation Law of the State of Delaware (the "General Corporation
Law"), does hereby certify that:

          FIRST:  The name of the Corporation is International Wireless
Communications Holdings, Inc. and the Corporation was originally incorporated on
July 8, 1996.

          SECOND:  The following resolutions amending and restating the
Corporation's Certificate of Incorporation were duly approved at a meeting of
the Board of Directors of the Corporation on March 3, 1998  and were duly
adopted by the stockholders of the Corporation in accordance with the provisions
of Sections 242 and 245 of the General Corporation Law by written consent of the
stockholders given in accordance with Section 228 of the General Corporation
Law:

          NOW, THEREFORE, BE IT RESOLVED, that the Certificate of
     Incorporation of the Corporation be, and it hereby is, amended and
     restated in its entirety as follows:

                                      ARTICLE I

          The name of this corporation is International Wireless Communications
Holdings, Inc. (the "Corporation").

                                      ARTICLE II

          The address of the Corporation's registered office in the State of
Delaware is 15 East North Street, Dover, Kent County, Delaware.  The name of its
registered agent at such address is Incorporating Services, Ltd.  

                                     ARTICLE III

               The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law.

                                      ARTICLE IV

               The number of directors which shall constitute the whole Board of
Directors of the Corporation shall be as specified in the bylaws of the
Corporation.

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                                      ARTICLE V

          A.   CLASSES OF STOCK.  The Corporation is authorized to issue three
classes of stock to be designated, respectively, "Class 1 Common Stock,"
"Class 2 Common Stock" (together with Class 1 Common Stock, "Common Stock") and
"Preferred Stock."  The total number of shares which the Corporation is
authorized to issue is One Hundred Twenty-Six Million (126,000,000). 
Seventy Million (70,000,000) shares shall be Class 1 Common Stock, with a par
value of $0.01 per share, Six Million (6,000,000) shares shall be Class 2 Common
Stock, with a par value of $0.01 per share, and Fifty Million (50,000,000)
shares shall be Preferred Stock, with a par value of $0.01 per share.

          B.   RIGHTS, PREFERENCES AND RESTRICTIONS OF PREFERRED STOCK.  The
Preferred Stock authorized by this Amended and Restated Certificate of
Incorporation may be issued from time to time in one or more series (each a
"Series").  There is hereby designated a Series A Preferred Stock (the "Series A
Preferred Stock"), a Series B Preferred Stock (the "Series B Preferred Stock"),
a Series C Preferred Stock (the "Series C Preferred Stock"), a Series D
Preferred Stock (the "Series D Preferred Stock"), a Series E Preferred Stock
(the "Series E Preferred Stock"), a Series F-1 Preferred Stock (the "Series F-1
Preferred Stock"), a Series F-2 Preferred Stock (the "Series F-2 Preferred
Stock;" and together with the Series F-1 Preferred Stock, the "Series F
Preferred Stock"), a Series G-1 Preferred Stock (the "Series G-1 Preferred
Stock"), a Series G-2 Preferred Stock (the "Series G-2 Preferred Stock;" and
together with the Series G-1 Preferred Stock, the "Series G Preferred Stock"), a
Series H-1 Preferred Stock (the "Series H-1 Preferred Stock"), a Series H-2
Preferred Stock (the "Series H-2 Preferred Stock;" and together with the
Series H-1 Preferred Stock, the "Series H Preferred Stock"), a Series I
Preferred Stock (the "Series I Preferred Stock") and a Series J Preferred Stock
(the "Series J Preferred Stock") (the Series A, Series B, Series C, Series D,
Series E, Series F, Series G, Series H, Series I and Series J Preferred Stock
are collectively referred to as the "Existing Preferred Stock").  The rights,
preferences, privileges, and restrictions granted to and imposed on the Series A
Preferred Stock, which Series shall consist of One Million Two Hundred Thousand
(1,200,000) shares, the Series B Preferred Stock, which Series shall consist of
One Million Two Hundred Twenty-Nine Thousand Two Hundred Forty (1,229,240)
shares, the Series C Preferred Stock, which Series shall consist of Two Million
Four Hundred Sixty Thousand (2,460,000) shares, the Series D Preferred Stock,
which Series shall consist of Five Million Eight Hundred Thousand (5,800,000)
shares, the Series E Preferred Stock, which Series shall consist of Three
Million Nine Hundred Seventy-Two Thousand Two Hundred Forty (3,972,240) shares,
the Series F-1 Preferred Stock, which Series shall consist of Seven Million
(7,000,000) shares, the Series F-2 Preferred Stock, which Series shall consist
of One Million Eighty Thousand (1,080,000) shares, the Series G-1 Preferred
Stock, which Series shall consist of One Million Nine Hundred Twenty-Eight
Thousand (1,928,000) shares, the Series G-2 Preferred Stock, which Series shall
consist of One Million Two Hundred Ninety-Two Thousand (1,292,000) shares, the
Series H-1 Preferred Stock, which Series shall consist of Five Million
Seventy-Two Thousand (5,072,000) shares, the Series H-2 Preferred Stock, which
Series shall consist of Three Million Three Hundred Ninety-Eight Thousand
(3,398,000) shares, the Series I Preferred Stock, which series shall consist of
Eight Million (8,000,000) shares, and the Series J Preferred Stock, which series
shall consist of Two Million (2,000,000) shares, are as set forth below in this
Article V.B;


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provided, that anything contained herein to the contrary notwithstanding, the
economic rights, preferences and privileges of (i) the Series F-1 and Series F-2
Preferred Stock shall be identical, (ii) the Series G-1 and Series G-2 Preferred
Stock shall be identical and (iii) the Series H-1 and Series H-2 Preferred Stock
shall be identical.  The Board of Directors is hereby authorized to fix or alter
the rights, preferences, privileges and restrictions granted to or imposed upon
additional Series of Preferred Stock, and the number of shares constituting any
such Series and the designation thereof, or of any of them.  Subject to
compliance with applicable protective voting rights which have been or may be
granted to the Preferred Stock or Series thereof in Certificates of Designation
or the Corporation's Amended and Restated Certificate of Incorporation
("Protective Provisions"), but notwithstanding any other rights of the Preferred
Stock or any Series thereof, the rights, privileges, preferences and
restrictions of any such additional Series may be subordinated to, PARI PASSU
with (including, without limitation, with respect to liquidation and acquisition
preferences, redemption and/or approval of matters by vote or written consent),
or senior to any of those of any present or future class or Series of Preferred
or Common Stock.  Subject to compliance with applicable Protective Provisions,
the Board of Directors is also authorized to increase or decrease the number of
shares of any Series of Preferred Stock (other than the Existing Preferred
Stock), prior or subsequent to the issue of that Series, but not below the
number of shares of such Series then outstanding.  In case the number of shares
of any Series shall be so decreased, the shares constituting such decrease shall
resume the status which they had prior to the adoption of the resolution
originally fixing the number of shares of such Series.

               1.   LIQUIDATION PREFERENCE.

                    (a)  In the event of any liquidation, dissolution or winding
up of the Corporation, either voluntary or involuntary, the holders of Series B,
Series C, Series D, Series E, Series F, Series G, Series H, Series I and
Series J Preferred Stock shall be entitled to receive, prior and in preference
to any distribution of any assets of the Corporation to the holders of the
Series A Preferred Stock and Common Stock by reason of their ownership thereof,
the following amounts (with respect to each such Series of Preferred Stock, the
"Preferred Preferential Amount") in the following order of priority:

                         (i)   First, the holders of Series G Preferred Stock
shall be entitled to receive an amount per share equal to the sum of (i) the
IWCH Note Exchange Price (as defined below), as appropriately adjusted for any
stock dividends, combinations, splits or the like with respect to such shares
after the initial issuance thereof (the "Original Series G Issue Price"), and
(ii) an amount equal to declared but unpaid dividends on such share, subject to
reduction in accordance with subsection V.B.1(a)(vii); 

                         (ii)  Then, the holders of Series H Preferred Stock
shall be entitled to receive an amount per share equal to the sum of (i) the PWH
Note Exchange Price (as defined below), as appropriately adjusted for any stock
dividends, combinations, splits or the like with respect to such shares after
the initial issuance thereof (the "Original Series H Issue Price"), and (ii) an
amount equal to declared but unpaid dividends on such share, subject to
reduction in accordance with subsection V.B.1(a)(vii); 


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                         (iii) Then, the holders of Series J Preferred Stock
shall be entitled to receive an amount per share equal to the sum of (i) $12.67,
as appropriately adjusted for any stock dividends, combinations, splits or the
like with respect to such shares (the "Original Series J Issue Price"), and (ii)
an amount equal to declared but unpaid dividends on such share, subject to
reduction in accordance with subsection V.B.1(a)(vii);

                         (iv)  Then, the holders of Series F Preferred Stock
shall be entitled to receive an amount per share equal to the sum of (i) the
product of (A) .50 multiplied by (B) $9.375, as appropriately adjusted for any
stock dividends, combinations, splits or the like with respect to such shares
(the "Original Series F Issue Price"), and (ii) an amount equal to declared but
unpaid dividends on such share, subject to reduction in accordance with
subsection V.B.1(a)(vii); 

                         (v)   Then, the holders of Series B, Series C,
Series D, Series E and Series I Preferred Stock (the "Junior Preferred Stock")
shall be entitled to receive an amount per share calculated as follows:

                              (A)  the holders of Series B Preferred Stock shall
be entitled to receive an amount per share equal to the sum of (i) the product
of (A) .55 multiplied by (B) $0.9193, as appropriately adjusted for any stock
dividends, combinations, splits or the like with respect to such shares (the
"Original Series B Issue Price"), and (ii) an amount equal to declared but
unpaid dividends on such share, subject to reduction in accordance with
subsection V.B.1(a)(vii);

                              (B)  the holders of Series C Preferred Stock shall
be entitled to receive an amount per share equal to the sum of (i) the product
of (A) .55 multiplied by (B) $2.223, as appropriately adjusted for any stock
dividends, combinations, splits, or the like with respect to such shares (the
"Original Series C Issue Price"), and (ii) an amount equal to declared but
unpaid dividends on such share, subject to reduction in accordance with
subsection V.B.1(a)(vii);

                              (C)  the holders of Series D Preferred Stock shall
be entitled to receive an amount per share equal to the sum of (i) the product
of (A) .55 multiplied by (B) $6.55, as appropriately adjusted for any stock
dividends, combinations, splits or the like with respect to such shares (the
"Original Series D Issue Price"), and (ii) an amount equal to declared but
unpaid dividends on such share, subject to reduction in accordance with
subsection V.B.1(a)(vii);

                              (D)  the holders of Series E Preferred Stock shall
be entitled to receive an amount per share equal to the sum of (i) the product
of (A) .55 multiplied by (B) $6.2938, as appropriately adjusted for any stock
dividends, combinations, splits or the like with respect to such shares (the
"Original Series E Issue Price"), and (ii) an amount equal to declared but
unpaid dividends on such share, subject to reduction in accordance with
subsection V.B.1(a) (vii); and


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                              (E)  the holders of Series I Preferred Stock shall
be entitled to receive an amount per share equal to the sum of (i) the product
of (A) .55 multiplied by (B) $13.728, as appropriately adjusted for any stock
dividends, combinations, splits or the like with respect to such shares (the
"Original Series I Issue Price"), and (ii) an amount equal to declared but
unpaid dividends on such share, subject to reduction in accordance with
subsection V.B.1(a)(vii); 

                         (vi)  Then, the holders of the Junior Preferred Stock
and the Series F Preferred Stock shall be entitled to receive an amount per
share calculated as follows:

                              (A)  the holders of Series B Preferred Stock shall
be entitled to receive an amount per share equal to the product of (1) .50
multiplied by (2) the Original Series B Issue Price, subject to reduction in
accordance with subsection V.B.1(a)(vii);

                              (B)  the holders of Series C Preferred Stock shall
be entitled to receive an amount per share equal to the product of (1) .50
multiplied by (2) the Original Series C Issue Price, subject to reduction in
accordance with subsection V.B.1(a)(vii);

                              (C)  the holders of Series D Preferred Stock shall
be entitled to receive an amount per share equal to the product of (1) .50
multiplied by (2) the Original Series D Issue Price, subject to reduction in
accordance with subsection V.B.1(a)(vii);

                              (D)  the holders of Series E Preferred Stock shall
be entitled to receive an amount per share equal to the product of (1) .50
multiplied by (2) the Original Series E Issue Price, subject to reduction in
accordance with subsection V.B.1(a)(vii);

                              (E)  the holders of Series F Preferred Stock shall
be entitled to receive an amount per share equal to the product of (1) .50
multiplied by (2) the Original Series F Issue Price, subject to reduction in
accordance with subsection V.B.1(a)(vii); and

                              (F)  the holders of Series I Preferred Stock shall
be entitled to receive an amount per share equal to the product of (1) .50
multiplied by (2) the Original Series I Issue Price, subject to reduction in
accordance with V.B.1(a)(vii).

                         (vii) Notwithstanding the foregoing,

                              (A)  If the assets and funds of the Corporation
are insufficient to permit the payment in full to the holders of Series G and
Series H Preferred Stock in accordance with clauses (i) and (ii) above, then,
the entire assets and funds of the Corporation legally available for
distribution shall be distributed ratably among the holders of  outstanding
shares of Series G and Series H Preferred Stock in proportion to the respective
aggregate Preferred Preferential Amounts of such shares;


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<PAGE>

                              (B)  if the assets and funds of the Corporation
are insufficient to permit the payment in full to the holders of Series J
Preferred Stock in accordance with clause (iii) above, then, the entire assets
and funds of the Corporation legally available for distribution, after
completion of the distributions required by clauses (i) and (ii) above, shall be
distributed ratably among the holders of outstanding shares of Series J
Preferred Stock in proportion to the respective aggregate Preferred Preferential
Amounts of such shares;

                              (C)  if the assets and funds of the Corporation
are insufficient to permit the payment in full to the holders of Series F
Preferred Stock in accordance with clause (iv) above), then the entire assets
and funds of the Corporation legally available for distribution, after
completion of the distributions required by clauses (i), (ii) and (iii) above,
shall be distributed ratably among the holders of outstanding shares of Series F
Preferred Stock in proportion to the respective aggregate Preferred Preferential
Amounts of such shares; 

                              (D)  if the assets and funds of the Corporation
are insufficient to permit the payment in full to the holders of the Junior
Preferred Stock in accordance with clause (v) above, then, the entire assets and
funds of the Corporation legally available for distribution, after completion of
the distributions required by clauses (i), (ii), (iii) and (iv) above, shall be
distributed ratably among the holders of outstanding shares of such Series of
Junior Preferred Stock in proportion to the respective aggregate Preferred
Preferential Amounts of such shares; and

                              (E)  if the assets and funds of the Corporation
are insufficient to permit the payment in full to the holders of the Junior
Preferred Stock and the Series F Preferred Stock in accordance with clause (vi)
above, then, the entire assets and funds of the Corporation legally available
for distribution, after completion of the distributions required by clauses (i),
(ii), (iii), (iv) and (v) above, shall be distributed ratably among the holders
of such Series of Preferred Stock in proportion to the respective aggregate
Preferred Preferential Amounts of such shares (assuming that the Preferred
Preferential Amount of the Series B, Series C, Series D, Series E and Series I
Preferred Stock calculated pursuant to subsection V.B.1(a)(v) is based upon
multiplying the original issued price of each such respective Series of
Preferred Stock by ".50" rather than ".55" as provided in such subsection).

                    (b)  Upon the completion of the distribution required by
subsection (a) above, if assets remain in the Corporation, the holders of the
Series A Preferred Stock of the Corporation shall be entitled to receive, prior
and in preference to any distribution of any of the assets of the Corporation to
the holders of Common Stock by reason of their ownership thereof, an amount per
share equal to the sum of (i) $0.85, as appropriately adjusted for any stock
dividends, combinations, splits or the like with respect to such shares (the
"Original Series A Issue Price") and (ii) an amount equal to declared but unpaid
dividends on such shares (together, the "Series A Preferential Amount"), subject
to reduction in accordance with the next sentence and subsections V.B.3(a)(i)
and 4(e).  If the assets and funds to be distributed among the holders of the
Series A Preferred Stock shall be insufficient to permit the payment to such
holders of the full Series A Preferential Amount, then, the entire assets and
funds of the Corporation legally available for distribution, after completion of
the distribution required by


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subsection (a) above, shall be distributed ratably among the holders of Series A
Preferred Stock in proportion to the number of shares of such Series owned by
each such holder.

                    (c)  Upon the completion of the distribution required by
subsections (a) and (b) above and any other distribution that may be required
with respect to Series of Preferred Stock that may from time to time come into
existence, if assets remain in the Corporation, the holders of the Common Stock
of the Corporation shall be entitled to receive an amount per share equal to the
sum of (i) $0.50 per share of Common Stock, as appropriately adjusted for any
stock dividends, combinations, splits or the like with respect to such shares
(the "Original Common Issue Price"), and (ii) an amount equal to declared and
unpaid dividends on such shares (the "Common Preferential Amount"), subject to
reduction in accordance with the next sentence and subsections V.B.3(a)(i) and
4(e).  If assets and funds to be distributed among the holders of the Common
Stock shall be insufficient to permit the payment to such holders of the full
Common Preferential Amount, then, subject to the rights of Series of Preferred
Stock that may from time to time come into existence, the entire assets and
funds of the Corporation legally available for distribution, after completion of
the distributions required by subsections (a) and (b) above, shall be
distributed ratably among the holders of Common Stock in proportion to the
number of shares of Common Stock owned by each such holder.

                    (d)  After the distributions described in subsections (a),
(b) and (c) above have been paid, the remaining assets of the Corporation
available for distribution to stockholders shall be distributed among the
holders of Existing Preferred Stock and Common Stock pro rata based on the
number of shares of Common Stock held by each, such that each holder of shares
of Existing Preferred Stock shall be entitled to the same amount of
distributions as would have been paid thereon had such shares been converted
into Common Stock as of the record date fixed for determining the holders of
Common Stock entitled to receive such distribution.

                    Notwithstanding the foregoing subsections (a) through (d)
above, upon the consummation of a Corporate Transaction (as defined below) in
which the consideration thereunder, net of all direct expenses of the Corporate
Transaction, equals or exceeds $18.75 per share (as adjusted appropriately for
stock dividends, combinations, splits or the like with respect to such shares)
on a fully diluted basis, then in lieu of the distributions set forth in
subsections (a) through (d) above, all proceeds of such Corporate Transaction
shall be distributed (or paid, as the case may be) to the stockholders of the
Corporation pro rata based upon the number of shares of Common Stock owned by
each stockholder (assuming the conversion into Common Stock of all securities
convertible into Common Stock).

                    (e)  (i)  For purposes of this Section 1, a liquidation,
dissolution or winding up of the Corporation shall be deemed to be occasioned
by, and to include, (A) the acquisition of capital stock of the Corporation by
another entity by means of any transaction or series of related transactions
(including, without limitation, any reorganization, merger or consolidation but,
excluding any merger effected exclusively for the purpose of changing the
domicile of the Corporation); (B) a sale of all or substantially all of the
assets of the Corporation; UNLESS the Corporation's stockholders of record as
constituted immediately prior to


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such acquisition or sale will, as a result of such acquisition or sale (by
virtue of securities issued as consideration for the Corporation's acquisition
or sale or otherwise) hold at least 50% of the voting power of the surviving or
acquiring entity; or (C) a Triggering Event (as defined in this
subsection (e)(i)).  Any such transaction specified in clause (A) or (B) of this
subsection (e)(i) shall be hereinafter referred to as a "Corporate Transaction."
The term "Triggering Event" shall mean any of the following events:  (i) the
signing by an authorized officer of the Company of a petition for relief under
Title 11, United States Code, as currently in effect or amended, (ii) the
commencement of any involuntary bankruptcy case or other proceeding against the
Company under Title 11, United States Code, as currently in effect or amended
(provided that if such case or proceeding is dismissed within sixty (60) days
after the date of such commencement, then a Trigging Event arising solely
pursuant to this clause (ii) as a result of such case or proceeding shall be
dismissed) or the appointment of a trustee, receiver, liquidator, custodian or
sequestrator (or other similar official) for the Company or any substantial part
of its property, (iii) the making by the Company of an assignment for the
benefit of creditors generally, or (iv) the Company fails or is unable to pay
its debts generally as they become due.

                         (ii)  In any of such events, if the consideration
received by the Corporation is other than cash, for purposes of determining the
value of any assets (other than cash) of the Corporation which are to be
distributed to the stockholders of the Corporation in any liquidation, winding
up or dissolution (including a Corporate Transaction that is deemed to be a
liquidation, dissolution or winding up of the Corporation pursuant to
Subsection (e)(i)), its value will be deemed to be the fair market value of such
assets, as determined below:

                              (A)  subject to subsection (B) below, the value of
any securities shall be determined as follows:

                                   (1)  If such securities are traded on a
securities exchange or through the Nasdaq National Market, the value shall be
deemed to be the average of the closing prices of the securities on such
exchange or market over the thirty (30)-day period ending three (3) days prior
to the closing;

                                   (2)  If such securities are actively traded
over-the-counter other than the Nasdaq National Market, the value shall be
deemed to be the average of the closing bid or sale prices (whichever is
applicable) over the thirty (30)-day period ending three (3) days prior to the
closing; and

                                   (3)  If there is no active public market for
such securities, the value shall be the fair market value thereof, as mutually
determined by the Corporation and the holders of a majority of the voting power
of all then outstanding shares of Preferred Stock, provided the holders of a
majority of the shares of Series F Preferred Stock vote in favor thereof.

                              (B)  The method of valuation of securities subject
to investment letter or other restrictions on free marketability (other than
restrictions arising solely by virtue of a stockholder's status as an affiliate
or former affiliate) shall be to make an appropriate discount from the market
value determined as above in subsection (A)(1),


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(2) or (3) to reflect the approximate fair market value thereof, as mutually
determined by the Corporation and the holders of a majority of the voting power
of all then outstanding shares of Preferred Stock, provided the holders of a
majority of the shares of Series F Preferred Stock vote in favor thereof.

                              (C)  The value of assets other than securities
will be their fair market value as mutually determined by the Corporation and
the holders of a majority of the voting power of all then outstanding shares of
Preferred Stock, provided the holders of a majority of the shares of Series F
Preferred Stock vote in favor thereof.

                              (D)  If the Corporation and holders of Preferred
Stock are unable to mutually determine the value of any securities or other
assets as provided above, then the fair market value of such securities or other
assets shall be determined as follows:

                                   (1)  The Corporation and a representative
(the "Representative") of the holders of a majority of the voting power of all
then outstanding shares of Preferred Stock shall negotiate in good faith to
determine the fair market value of such securities or assets.  Such
Representative shall be selected by (x) holders of a majority of the voting
power of all then outstanding shares of Preferred Stock (other than the Series F
and Series J Preferred Stock), (y) holders of a majority of the shares of
Series F Preferred Stock and (z) holders of a majority of the shares of Series J
Preferred Stock.  If the holders of Preferred Stock referred to in clauses (x),
(y) and (z) of the preceding sentence are unable to agree upon a Representative
to be selected, they shall each nominate a Representative and the Representative
shall be selected from such nominations by a random selection process reasonably
designated by the Corporation.  If the Corporation and the Representative so
agree, the fair market value shall be the amount so agreed upon.

                                   (2)  If no such agreement is reached within
thirty (30) days after negotiations commence, the Corporation, on the one hand,
and the Representative, on the other hand, shall within fifteen (15) business
days thereafter each select an investment banker to value such securities or
assets.  The Corporation shall give representatives of each investment banker
full access to all information that they may reasonably request concerning the
Corporation.  Within thirty (30) days of their selection, each investment banker
must propose a fair market value for such securities or assets.

                                   (3)  If the fair market value proposed by the
investment banker selected by the Representative is lower or higher by not more
than 10% of the fair market value proposed by the Corporation's investment
banker, then the fair market value shall be the average of such proposed fair
market values.  If, however, the fair market value proposed by the investment
banker selected by the Representative is more than 10% lower or higher than the
fair market value proposed by the Corporation's investment banker, then the
Corporation and the Representative again shall consult as to a fair market
value.  If they are unable to agree on a fair market value within fifteen (15)
days after the receipt of the investment bankers' reports, they shall cause
their investment bankers to jointly select a third investment banker who shall
have access to all information it may reasonably request concerning the


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Corporation.  If the investment bankers for the Corporation and the
Representative are unable to select a third investment banker, they shall each
nominate a third investment banker and the actual investment banker shall be
selected from such nominations by a random selection process reasonably
designated by the Corporation.

                                   (4)  The third investment banker shall within
thirty (30) days after its selection choose the fair market value which best
reflects its professional opinion of the fair market value of such securities or
assets, which value shall be either the fair market value proposed by the
Corporation's investment banker or the fair market value proposed by the
investment banker selected by the Representative and which choice shall be final
and be deemed to be the fair market value.  The party whose investment banker's
proposed fair market value was not chosen shall be responsible for all of the
costs and expenses incurred by, and the fees of, the third investment banker. 
For such purpose, the holders of the Preferred Stock and Common Stock shall be
deemed to constitute a single party and shall bear the costs, if any, imposed by
the immediately preceding sentence severally in proportion to the number of
shares of Common Stock held (assuming the conversion into Common Stock of all
securities convertible into Common Stock).  Otherwise, the Corporation shall be
responsible for all reasonable costs and expenses incurred by the holders and
the Corporation for each of the investment bankers retained in connection with
the Corporation's purchase of the holders' shares of Preferred Stock.

                                   (5)  The investment bankers appointed for
purposes of determining the fair market value of such securities or assets may
apply such factors and discounts as are customarily utilized.

                         (iii) The Corporation shall give each holder of record
of Existing Preferred Stock written notice of any impending Corporate
Transaction not later than twenty (20) days prior to the stockholders' meeting
called to approve such transaction, or twenty (20) days prior to the closing of
such transaction, whichever is earlier, and shall also notify such holders in
writing of the final approval of such transaction.  The first of such notices
shall describe the material terms and conditions of such impending transaction
and the provisions of this Section V.B.1, and the Corporation shall thereafter
give such holders prompt notice of any material changes.  The transaction shall
in no event take place sooner than twenty (20) days after the Corporation has
given the first notice provided for herein or sooner than ten (10) days after
the Corporation has given notice of any material changes provided for herein;
provided, however, that such periods may be shortened upon the written consent
of (A) holders of Existing Preferred Stock (excluding the Series F-2 Preferred
Stock) that are entitled to such notice rights or similar notice rights and that
represent at least a majority of the voting power of all then outstanding shares
of Existing Preferred Stock (excluding the Series F-2 Preferred Stock),
(B) holders of a majority of the Series F Preferred Stock (excluding the
Series F-2 Preferred Stock) then outstanding, and (C) holders of a majority of
the Series J Preferred Stock then outstanding.


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<PAGE>

                    (f)  The following terms shall have the following meanings:

                         (i)   "Series G Exchange Date" means the date on which
the Corporation issues Series G Preferred Stock pursuant to Section 2 of the
Exchange Agreement.

                         (ii)  "Series H Exchange Date" means the date on which
the Corporation issues Series H Preferred Stock pursuant to Section 3 of the
Exchange Agreement.

                         (iii) "Exchange Agreement" means that term as defined
in the IWCH Loan Agreement.

                         (iv)  "IWCH Loan Agreement" means the Loan Agreement
dated August 18, 1997 between the Corporation and the lenders named therein.

                         (v)   "IWCH Note Exchange Price" has the meaning set
forth in the Exchange Agreement.

                         (vi)  "IWCH Notes" mean the Notes (as defined in the
IWCH Loan Agreement).

                         (vii) "PWH Loan Agreement" means the Loan Agreement
dated August 18, 1997 among Pakistan Wireless Holdings Limited and the lenders
named therein.

                         (viii) "PWH Note Exchange Price" has the meaning set
forth in the Exchange Agreement.

                         (ix)  "PWH Notes" mean the Notes (as defined in the PWH
Loan Agreement).

               2.   CASH DIVIDENDS.  When, as and if declared by the
Corporation's Board of Directors, and subject to the Protective Provisions, for
all cash dividends (except as otherwise provided below), holders of Existing
Preferred Stock shall be entitled to receive cash dividends at the same time and
on the same basis as holders of Common Stock when, as and if declared by the
Corporation's Board of Directors (each holder of shares of Existing Preferred
Stock to be entitled to the same amount of distributions as would have been
declared or paid thereon had such shares been converted into Common Stock as of
the record date fixed for determining the holders of Common Stock entitled to
receive such distribution).  Notwithstanding the foregoing, if the aggregate
amount of any single cash dividend (or series of related cash dividends)
proposed to be made pursuant to this Section V.B.2. exceeds two percent (2%) of
the aggregate value of the Corporation, as determined in good faith by the
Corporation's Board of Directors (with the approval of holders of a majority of
the then outstanding shares of Series F Preferred Stock), such distribution
shall be deemed declared and paid pursuant to, and governed by,
Section V.B.4.(e).


                                          11
<PAGE>

               3.   REDEMPTION.

                    (a)  (i)  On or after the later of (A) such date (the "Note
Payment Date") as all of the Corporation's Senior Secured Discount Notes due
2001 or senior debt securities of the Corporation containing substantially
identical terms issued in exchange therefor (collectively, the "Senior Notes"),
the IWCH Notes and the PWH Notes shall have been repaid in full (whether by
repurchase, redemption, payment at maturity, exchange pursuant to the Exchange
Agreement or otherwise) or (B) December 31, 1998, but within forty-five (45)
days (the "Redemption Date") after the receipt by the Corporation of a written
request from the holders of not less than a majority of all then outstanding
shares of Series B, Series C, Series D, Series E, Series F, Series G, Series H,
Series I and Series J Preferred Stock (voting on an as-converted basis) that
shares of Series B, Series C, Series D, Series E, Series F, Series G, Series H,
Series I and Series J Preferred Stock be redeemed (a "Redemption Request"), the
Corporation shall in accordance with this Section 3, to the extent it may
lawfully do so, redeem all of the shares of Series B, Series C, Series D,
Series E, Series F, Series G, Series H, Series I and Series J Preferred Stock by
paying in cash therefor a sum per share (with respect to each Series of
Preferred Stock, the "Redemption Price") equal to the greater of (1) the then
fair market value of the Series B Preferred Stock on an as-converted basis for
each share of Series B Preferred Stock, the then fair market value of the
Series C Preferred Stock on an as-converted basis for each share of Series C
Preferred Stock, the then fair market value of the Series D Preferred Stock on
an as-converted basis for each share of Series D Preferred Stock, the then fair
market value of the Series E Preferred Stock on an as-converted basis for each
share of Series E Preferred Stock, the then fair market value of the Series F
Preferred Stock on an as-converted basis for each share of Series F Preferred
Stock, the then fair market value of the Series G Preferred Stock on an
as-converted basis for each share of Series G Preferred Stock, the then fair
market value of the Series H Preferred Stock on an as-converted basis for each
share of Series H Preferred Stock, and the then fair market value of the
Series I Preferred Stock on an as-converted basis for each share of Series I
Preferred Stock, and the then fair market value of the Series J Preferred Stock
on an as-converted basis for each share of Series J Preferred Stock, as the case
may be, as determined in accordance with subsection V.B.1.(e)(ii) hereof (except
that, to the extent the holders of Preferred Stock are entitled to vote on any
matters relating to such valuation, only holders of Preferred Stock which is
being redeemed shall be entitled to so vote, and the "closing" as used therein
shall instead refer to the redemption provided for by this subsection 3(a)), or
(2) the full Preferred Preferential Amount (without any reduction pursuant to
V.B.1(a)(vii)) payable in respect of each such Series of Preferred Stock in
accordance with subsection V.B.1(a).  All payments by the Corporation in respect
of any redemption shall be made to the holders of the Series F, Series G,
Series H and Series J Preferred Stock and Junior Preferred Stock in the same
priorities or order of distribution and in the same proportions as distributions
of funds and assets are to be made to such holders in the case of a liquidation,
dissolution or winding-up of the Corporation.  In the event of a liquidation,
dissolution or winding-up of the Corporation prior to the payment in full of the
Redemption Price for any shares to be redeemed hereunder, the partial payment
hereunder shall be credited toward the payment of the Preferred Preferential
Amount to be paid to the holders of each Series of Preferred Stock.


                                          12
<PAGE>

                         (ii)  On or after the later of (A) the Note Payment
Date or (B) December 31, 2000, but within forty-five (45) days (a "Series F
Redemption Date") after the receipt by the Corporation of a written request from
the holders of not less than a majority of the then outstanding shares of
Series F Preferred Stock that shares of Series F Preferred Stock be redeemed (a
"Series F Redemption Request"), the Corporation shall in accordance with this
Section 3, to the extent it may lawfully do so, redeem all of the shares of
Series F Preferred Stock by paying in cash therefor at the Redemption Price of
the Series F Preferred Stock.

                         (iii) Upon the occurrence of a Change of Control (as
defined in the Securities Purchase Agreement dated as of December 6, 1995 among
the Corporation and the investors named therein (the "Securities Purchase
Agreement")) that is not approved by all of the Series F Directors (as defined
in subsection V.B.5(b)), then the holders of a majority of the shares of
Series F Preferred Stock then outstanding shall have the right, by providing to
the Corporation a Series F Redemption Request, to require the Corporation, on or
after the Note Payment Date, to redeem immediately, to the extent it may
lawfully do so, all of the shares of Series F Preferred Stock then outstanding,
at a price per share equal to the Redemption Price of the Series F Preferred
Stock on the date of redemption (a "Series F Redemption Date").

                         (iv)  On or after the later of (A) the Note Payment
Date, (B) the Series G Exchange Date (in the case of Series G Preferred Stock)
or the Series H Exchange Date (in the case of Series H Preferred Stock),
(C) December 31, 1998 and (D) the first date upon which holders of Series F
Preferred Stock shall be entitled to make a redemption request pursuant to
subsection V.B.3(a)(ii) or (iii) above, but within 45 days (a "Series G/H
Redemption Date") after the receipt by the Corporation of a written request from
the holders of not less than the majority of the then outstanding shares of
Series G or Series H Preferred Stock that shares of Series G or Series H
Preferred Stock, respectively, be redeemed (a "Series G/H Redemption Request"),
the Corporation shall in accordance with this Section 3, to the extent it may
lawfully do so, redeem all of the shares of the Series G Preferred Stock or the
Series H Preferred Stock, as appropriate, by paying in cash therefor at the
Redemption Price of the Series G Preferred Stock and the Series H Preferred
Stock, respectively.

                         (v)   On or after the later of (A) the Note Payment
Date or (B) December 31, 2001, but within 45 days (a "Series J Redemption Date")
after the receipt by the Corporation of a written request from the holders of
not less than a majority of the then outstanding shares of Series J Preferred
Stock that shares of Series J Preferred Stock be redeemed (a "Series J
Redemption Request"), the Corporation shall in accordance with this Section 3,
to the extent it may lawfully do so, redeem all of the shares of the Series J
Preferred Stock by paying in cash therefor at the Redemption Price of the
Series J Preferred Stock.

                         (vi)  In the case of any redemption request made by
holders of a majority of the Series F, Series G, Series H or Series J Preferred
Stock pursuant to subsection V.B.3(a)(ii), (iii), (iv) or (v), as appropriate,
the holders of a majority of the shares of each such other Series (e.g., the
holders of the Series G, Series H and Series J Preferred Stock, if the
redemption request is given by the holders of a majority of the Series F
Preferred Stock) will


                                          13
<PAGE>

be deemed to have made a redemption request pursuant to subsection V.B.3(a)(ii),
(iii), (iv) or (v), as appropriate, unless, with respect to each such other
Series, holders of a majority of the shares of such other Series decline such
redemption by giving the Corporation written notice to that effect within 10
days after delivery of the related Redemption Notice (as defined below in
Section V.B.3(b) below).  Such deemed redemption request shall be a valid
Series F Redemption Request, Series G/H Redemption Request, or Series J
Redemption Request, as appropriate, notwithstanding any failure to satisfy the
time requirements of subsections V.B.3(a)(ii), (iii), (iv), or (v),
respectively.  If redemptions pursuant to  two or more of subsections
V.B.3(a)(ii), (iii), (iv) and (v) above occur on the same date, the order and
priority of payment of the liquidation preference provisions provided in
Section V.B.1 above shall apply.

                    (b)  Within ten (10) days after receipt of a Redemption
Request, a Series F Redemption Request, a Series G/H Redemption Request or a
Series J Redemption Request, written notice shall be mailed, first class postage
prepaid, by the Corporation to each holder of record (at the close of business
on the business day next preceding the day on which notice is given) of
Series B, Series C, Series D, Series E, Series F, Series G, Series H, Series I
and Series J Preferred Stock, in the case of a redemption pursuant to
subsection V.B.3(a)(i), or to each holder of Series F, Series G, Series H and
Series J Preferred Stock in the case of a redemption pursuant to subsection
V.B.3(a)(ii), (iii), (iv) or (v), as the case may be, at the address last shown
on the records of the Corporation for such holder, notifying such holder of the
redemption to be effected, specifying the Redemption Date, Series F Redemption
Date, Series G/H Redemption Date and Series J Redemption Date, as the case may
be, the Redemption Price, the place at which payment may be obtained and calling
upon such holder to surrender to the Corporation, in the manner and at the place
designated, his, her or its certificate or certificates representing the shares
to be redeemed (the "Redemption Notice").  Except as provided in subsection 3(c)
below, on or after the Redemption Date, Series F Redemption Date, Series G/H
Redemption Date or Series J Redemption Date, as the case may be, each holder of
Series B, Series C, Series D, Series E, Series F, Series G, Series H, Series I
and Series J Preferred Stock to be redeemed, in the case of a redemption
pursuant to subsection V.B.3(a)(i), or each holder of Series F, Series G,
Series H and Series J Preferred Stock to be redeemed in the case of a redemption
pursuant to subsection V.B.3(a)(ii), (iii), (iv), (v) or (vi), as the case may
be, shall surrender to the Corporation the certificate or certificates
representing such shares, in the manner and at the place designated in the
Redemption Notice, and thereupon the respective Redemption Price of such shares
shall be payable to the order of the person whose name appears on such
certificate or certificates as the owner thereof and each surrendered
certificate shall be cancelled.  

                    (c)  From and after the Redemption Date, unless there shall
have been a default in payment of the Redemption Price, all rights of a holder
of shares of Series B, Series C, Series D, Series E, Series F, Series G,
Series H, Series I and Series J Preferred Stock as a holder of such Preferred
Stock (except the right to receive the Redemption Price without interest upon
surrender of such holder's certificate or certificates) shall cease with respect
to such shares, and such shares shall not thereafter be transferred on the books
of the Corporation or be deemed to be outstanding for any purpose whatsoever. 
From and after a Series F Redemption Date, unless there shall have been a
default in payment of the Redemption Price, all rights of a holder of shares of
Series F Preferred Stock as a holder of such Preferred


                                          14
<PAGE>

Stock (except the right to receive the Redemption Price without interest upon
surrender of such holder's certificate or certificates) shall cease with respect
to such shares, and such shares shall not thereafter be transferred on the books
of the Corporation or be deemed to be outstanding for any purpose whatsoever. 
From and after the Series G/H Redemption Date, unless there shall have been a
default in payment of the Redemption Price, all rights of a holder of shares of
Series G or Series H Preferred Stock, as the case may be, as a holder of such
Preferred Stock (except the right to receive the Redemption Price without
interest upon surrender of such holder's certificate or certificates) shall
cease with respect to such shares, and such shares shall not thereafter be
transferred in the books of the Corporation or be deemed to be outstanding for
any purpose whatsoever.  From and after the Series J Redemption Date, unless
there shall have been a default in payment of the Redemption Price, all rights
of a holder of shares of Series J Preferred Stock as a holder of such Preferred
Stock (except the right to receive the Redemption Price without interest upon
surrender of such holder's certificate or certificates) shall cease with respect
to such shares, and such shares shall not thereafter be transferred in the books
of Corporation or be deemed to be outstanding for any purpose whatsoever.  If
the funds of the Corporation legally available for redemption of shares of
Series B, Series C, Series D, Series E, Series F, Series G, Series H, Series I
and Series J Preferred Stock on any Redemption Date, or of shares of the
Series F, Series G, Series H and/or Series J Preferred Stock to be redeemed
(including, without limitation, pursuant to subsection V.B.3(a)(vi) above) on
any Series F Redemption Date, Series G/H Redemption Date or Series J Redemption
Date, as the case may be, are insufficient to redeem the total number of shares
of Series B, Series C, Series D, Series E, Series F, Series G, Series H,
Series I and Series J Preferred Stock to be redeemed on such date, as the case
may be, those funds which are legally available will be used to redeem shares of
Series B, Series C, Series D, Series E, Series F, Series G, Series H, Series I
and Series J Preferred Stock to be redeemed in the order and in the priorities
set forth in subsection V.B.3(a) above.  The shares of Preferred Stock not
redeemed shall remain outstanding and entitled to all the rights and preferences
provided herein.  At any time thereafter when additional funds of the
Corporation are legally available for the redemption of such shares of Preferred
Stock, such funds will immediately be used to redeem the balance of the shares
which the Corporation has become obliged to redeem on any Redemption Date,
Series F Redemption Date, Series G/H Redemption Date or Series J Redemption
Date, but which it has not redeemed.

                    (d)  On or prior to the Redemption Date, a Series F
Redemption Date, a Series G/H Redemption Date or a Series J Redemption Date, as
the case may be, the Corporation shall deposit the respective Redemption Price
of all shares of Preferred Stock designated for redemption in the Redemption
Notice, and not yet redeemed or converted, with a bank or trust corporation
having aggregate capital and surplus in excess of $100,000,000 as a trust fund
for the benefit of the respective holders of the shares designated for
redemption and not yet redeemed, with irrevocable instructions and authority to
the bank or trust corporation to pay the Redemption Price for such shares to
their respective holders on or after the Redemption Date, a Series F
Redemption Date, a Series G/H Redemption Date or a Series J Redemption Date, as
the case may be, upon receipt of notification from the Corporation that such
holder has surrendered his, her or its share certificate to the Corporation
pursuant to subsection V.B.3(b) above.  From and after the date of the deposit
the shares so called for redemption shall be redeemed, and as of the date of
such deposit, (but only after the Redemption Date, a Series F 


                                          15
<PAGE>

Redemption Date, a Series G/H Redemption Date or a Series J Redemption Date, 
as the case may be), the deposit shall constitute full payment of the shares 
to their holders, and the shares shall be deemed to be no longer outstanding, 
and the holders thereof shall cease to be stockholders with respect to such 
shares and shall have no rights with respect thereto except the rights to 
receive from the bank or trust corporation payment of the Redemption Price of 
the shares, without interest, upon surrender of their certificates therefor.  
Such instructions shall also provide that any moneys deposited by the 
Corporation pursuant to this subsection 3(d) for the redemption of shares 
thereafter converted into shares of the Common Stock pursuant to Section 
V.B.4 below prior to the Redemption Date, a Series F Redemption Date, a 
Series G/H Redemption Date or a Series J Redemption Date, as the case may be, 
shall be returned to the Corporation forthwith upon such conversion.  The 
balance of any moneys deposited by the Corporation pursuant to this 
subsection 3(d) remaining unclaimed at the expiration of two (2) years 
following the Redemption Date, a Series F Redemption Date, a Series G/H 
Redemption Date or a Series J Redemption Date, as the case may be, shall 
thereafter be returned to this Corporation upon its request expressed in a 
resolution of its Board of Directors.  

               4.   CONVERSION.  The holders of Existing Preferred Stock shall
have conversion rights as follows (the "Conversion Rights"):

                    (a1)   RIGHT TO CONVERT.  Each share of Series A Preferred
Stock shall be convertible, at the option of the holder thereof, at any time
after the date of issuance of such share, at the office of the Corporation or
any transfer agent for such stock, into such number of fully paid and
nonassessable shares of Class 1 Common Stock as is determined by dividing the
Original Series A Issue Price by the Conversion Price applicable to such share,
determined as hereafter provided, in effect on the date the certificate is
surrendered for conversion.  Each share of Series B Preferred Stock shall be
convertible, at the option of the holder thereof, at any time after the date of
issuance of such share, at the office of the Corporation or any transfer agent
for such stock, into such number of fully paid and nonassessable shares of
Class 1 Common Stock as is determined by dividing the Original Series B Issue
Price by the Conversion Price applicable to such share, determined as hereafter
provided, in effect on the date the certificate is surrendered for conversion. 
Each share of Series C Preferred Stock shall be convertible, at the option of
the holder thereof, at any time after the date of issuance of such share, at the
office of the Corporation or any transfer agent for such stock, into such number
of fully paid and nonassessable shares of Class 1 Common Stock as is determined
by dividing the Original Series C Issue Price by the Conversion Price applicable
to such share, determined as hereafter provided, in effect on the date the
certificate is surrendered for conversion.  Each share of Series D Preferred
Stock shall be convertible, at the option of the holder thereof, at any time
after the date of issuance of such share, at the office of the Corporation or
any transfer agent for such stock, into such number of fully paid and
nonassessable shares of Class 1 Common Stock as is determined by dividing the
Original Series D Issue Price by the Conversion Price applicable to such share,
determined as hereafter provided, in effect on the date the certificate is
surrendered for conversion.  Each share of Series E Preferred Stock shall be
convertible, at the option of the holder thereof, at any time after the date of
issuance of such share, at the office of the Corporation or any transfer agent
for such stock, into such number of fully paid and nonassessable shares of
Class 1 Common Stock as is determined by dividing the Original


                                          16
<PAGE>

Series E Issue Price by the Conversion Price applicable to such share,
determined as hereafter provided, in effect on the date the certificate is
surrendered for conversion.  Each share of Series F-1 Preferred Stock shall be
convertible, at the option of the holder thereof, at any time after the date of
issuance of such share, at the office of the Corporation or any transfer agent
for such stock, into such number of fully paid and nonassessable shares of
Class 1 Common Stock as is determined by dividing the Original Series F Issue
Price by the Conversion Price applicable to such share, determined as hereafter
provided, in effect on the date the certificate is surrendered for conversion. 
Each share of Series F-2 Preferred Stock shall be convertible, at the option of
the holder thereof, at any time after the date of issuance of such share, at the
office of the Corporation or any transfer agent for such stock, into such number
of fully paid and nonassessable shares of Class 2 Common Stock (or, subject to
subsection V.B.4(a2) below, Class 1 Common Stock) as is determined by dividing
the Original Series F Issue Price by the Conversion Price applicable to such
share, determined as hereafter provided, in effect on the date the certificate
is surrendered for conversion.  Each share of Series G-1 Preferred Stock shall
be convertible, at the option of the holder thereof, at any time after the date
of issuance of such share, at the office of the Corporation or any transfer
agent for such stock, into such number of fully paid and nonassessable shares of
Class 1 Common Stock as is determined by dividing the Original Series G Issue
Price by the Conversion Price applicable to such share, determined as hereafter
provided, in effect on the date the certificate is surrendered for conversion. 
Each share of Series G-2 Preferred Stock shall be convertible, at the option of
the holder thereof, at any time after the date of issuance of such share, at the
office of the Corporation or any transfer agent for such stock, into such number
of fully paid and nonassessable shares of Class 2 Common Stock (or, subject to
subsection V.B.4(a2) below, Class 1 Common Stock) as is determined by dividing
the Original Series G Issue Price by the Conversion Price applicable to such
share, determined as hereafter provided, in effect on the date the certificate
is surrendered for conversion. Each share of Series H-1 Preferred Stock shall be
convertible, at the option of the holder thereof, at any time after the date of
issuance of such share, at the office of the Corporation or any transfer agent
for such stock, into such number of fully paid and nonassessable shares of
Class 1 Common Stock as is determined by dividing the Original Series H Issue
Price by the Conversion Price applicable to such share, determined as hereafter
provided, in effect on the date the certificate is surrendered for conversion. 
Each share of Series H-2 Preferred Stock shall be convertible, at the option of
the holder thereof, at any time after the date of issuance of such share, at the
office of the Corporation or any transfer agent for such stock, into such number
of fully paid and nonassessable shares of Class 2 Common Stock (or, subject to
subsection V.B.4(a2) below, Class 1 Common Stock) as is determined by dividing
the Original Series H Issue Price by the Conversion Price applicable to such
share, determined as hereafter provided, in effect on the date the certificate
is surrendered for conversion.  Each share of Series I Preferred Stock shall be
convertible, at the option of the holder thereof, at any time after the close of
business on the Series I Adjustment Date (as defined below), at the office of
the Corporation or any transfer agent for such stock, into such number of fully
paid and nonassessable shares of Class 1 Common Stock as is determined by
dividing the Original Series I Issue Price by the Conversion Price applicable to
such share, determined as hereafter provided, in effect on the date the
certificate is surrendered for conversion.  Each share of Series J Preferred
Stock shall be convertible, at the option of the holder thereof, at any time
after the date of issuance of such share, at the office of the Corporation or
any transfer agent for such stock, into such number of


                                          17
<PAGE>

fully paid and nonassessable shares of Class 1 Common Stock as is determined by
dividing the Original Series J Issue Price by the Conversion Price applicable to
such share, determined as hereafter provided, in effect on the date the
certificate is surrendered for conversion.  The initial Conversion Price per
share for shares of Series A Preferred Stock shall be the Original Series A
Issue Price; the initial Conversion Price per share for shares of Series B
Preferred Stock shall be the Original Series B Issue Price; the initial
Conversion Price per share for shares of Series C Preferred Stock shall be the
Original Series C Issue Price; the initial Conversion Price per share for shares
of Series D Preferred Stock shall be the Original Series D Issue Price; the
initial Conversion Price per share for shares of Series E Preferred Stock shall
be the Original Series E Issue Price; the initial Conversion Price per share for
shares of Series F Preferred Stock shall be the Original Series F Issue Price;
the initial Conversion Price per share for shares of Series G Preferred Stock
shall be the Original Series G Issue Price; the initial Conversion Price per
share for shares of Series H Preferred Stock shall be the Original Series H
Issue Price; the initial Conversion Price per share for shares of Series I
Preferred Stock shall be the Original Series I Issue Price; and the initial
Conversion Price per share for shares of Series J Preferred Stock shall be the
Original Series J Issue Price; provided, however, that the Conversion Price for
each Series of Existing Preferred Stock shall be subject to applicable
adjustment as set forth in subsection V.B.4(d) below and, to the extent
applicable, subsection V.B.4(a3) and (a4) below.

          In addition, each share of Series F-2 Preferred Stock shall, 
subject to compliance with subsection V.B.4(a2) below, be convertible, at the 
option of the holder thereof, at any time after the date of issuance of such 
share, at the office of the Corporation or any transfer agent for such stock, 
into one (1) fully paid and nonassessable share of Series F-1 Preferred 
Stock, each share of Series G-2 Preferred Stock shall, subject to compliance 
with subsection V.B.4(a2) below, be convertible, at the option of the holder 
thereof, at any time after the date of issuance of such share, at the office 
of the Corporation or any transfer agent for such stock, into one (1) fully 
paid and nonassessable share of Series G-1 Preferred Stock, and each share of 
Series H-2 Preferred Stock shall, subject to compliance with subsection 
V.B.4(a2) below, be convertible, at the option of the holder thereof, at any 
time after the date of issuance of such share, at the office of the 
Corporation or any transfer agent for such stock, into one (1) fully paid and 
nonassessable share of Series H-1 Preferred Stock.

                    (a2)  ADDITIONAL RESTRICTION ON CONVERSION OF SERIES F-2,
G-2 AND H-2 PREFERRED STOCK.

                         (i)   Upon the occurrence (or the expected occurrences
described in subsection V.B.4(a2)(iii) below) of any Conversion Event (as
defined below), each holder of Series F-2, G-2 and H-2 Preferred Stock shall be
entitled to convert any or all of the shares of such holder's Series F-2, G-2 or
H-2 Preferred Stock being (or expected to be) distributed, disposed of or sold
in connection with such Conversion Event into (a) the same number of shares of
Class 1 Common Stock as the number of shares of Class 2 Common Stock into which
such shares of Series F-2, G-2 or H-2 Preferred Stock, respectively, would
otherwise have been convertible pursuant to subsection V.B.4(a1) above or
(b) the same number of shares of Series F-1, Series G-1 or Series H-1 Preferred
Stock, respectively, as the number of shares of


                                          18
<PAGE>

Series F-2, G-2 or H-2 Preferred Stock, respectively, being so converted
pursuant to subsection V.B.4(a1) above.

                         (ii)  A "Conversion Event" shall mean (a) any sale of
securities in any public offering or public sale of securities of the
Corporation (including a public offering registered under the Securities Act of
1933, as amended, and a public sale pursuant to Rule 144 of the Securities and
Exchange Commission or any similar rule then in force), (b) any sale of
securities of the Corporation (including by virtue of a merger, consolidation or
similar transaction involving the Corporation) to a person or group of persons
(within the meaning of the Securities Exchange Act of 1934, as amended (the
"1934 Act")) if, after such sale, such person or group of persons in the
aggregate would own or control securities which possess in the aggregate the
ordinary voting power to elect a majority of the Corporation's directors
(provided that such sale has been approved by the Corporation's Board of
Directors or a committee thereof), (c) any sale of securities of the Corporation
(including by virtue of a merger, consolidation or similar transaction involving
the Corporation) to a person or group of persons (within the meaning of the 1934
Act) if, after such sale, such person or group of persons in the aggregate would
own or control securities of the Corporation (excluding any Class 2 Common Stock
being converted and disposed of in connection with such Conversion Event) which
possess in the aggregate the ordinary voting power to elect a majority of the
Corporation's directors, or (d) any sale of securities of the Corporation to a
person or group of persons (within the meaning of the 1934 Act) if, after such
sale, such person or group of persons in the aggregate would not own, control or
have the right to acquire more than two percent (2%) of the outstanding
securities of any class of voting securities of the Corporation.  "Person" shall
include any natural person and any corporation, partnership, limited liability
company, joint venture, trust, unincorporated organization and any other entity
or organization.

                         (iii) Each holder of Series F-2, G-2 and H-2 Preferred
Stock shall be entitled to convert such shares of Preferred Stock in connection
with any Conversion Event if such holder reasonably believes that such
Conversion Event will be consummated.  A written request for conversion from any
holder of Series F-2, G-2 or H-2 Preferred Stock to the Corporation stating such
holder's reasonable belief that a Conversion Event will occur shall be
conclusive and shall obligate the Corporation to effect such conversion in a
timely manner so as to enable each such holder to participate in such Conversion
Event.  The Corporation will not cancel the shares of Series F-2, G-2 or H-2
Preferred Stock so converted before the tenth day following such Conversion
Event and will reserve such shares until such tenth day for reissuance in
compliance with the next sentence.  If any shares of Series F-2, G-2 or H-2
Preferred Stock are converted into shares of Class 1 Common, Series F-1
Preferred Stock, Series G-1 Preferred Stock or Series H-1 Preferred Stock, as
the case may be, in connection with a Conversion Event and such shares of
capital stock are not actually distributed, disposed of or sold pursuant to such
Conversion Event, such shares of capital stock shall be promptly converted back
into the same number of shares of Series F-2, G-2 and H-2 Preferred Stock, as
the case may be.


                                          19
<PAGE>

                    (a3)  SPECIAL ADJUSTMENT OF SERIES I PREFERRED STOCK
CONVERSION PRICE.

                         (i)   The following terms shall have the following
meanings:

                              (A)  "Series I Adjustment Date" means the date
which is the earlier of (i) the date on which a Series I Valuation Event occurs
or (ii) December 1, 1998.

                              (B)  [intentionally left blank]

                              (C)  "RMD Agreement" means the Agreement and Plan
of Merger dated as of November 22, 1997 among the Corporation, RMD Acquisition
Corp., a Delaware corporation and wholly owned subsidiary of the Corporation,
and Radio Movil Digital Americas, Inc.

                              (D)  "Series I Valuation Event" means (i) any IPO
(as defined in the RMD Merger Agreement), or (ii) any Corporate Transaction. 
Notwithstanding the foregoing, if the consideration received by the stockholders
in connection with such Corporate Transaction is not cash or securities that are
salable in a securities market without restriction (other than restrictions on
transfer that lapse within 180 days after the closing of such Corporate
Transaction or restrictions arising solely by virtue of a stockholder's status
as an affiliate or former affiliate), then such Corporate Transaction (a
"Private Corporate Transaction") shall be deemed to constitute a Series I
Valuation Event only if holders of more than fifty percent (50%) of the then
outstanding shares of Series I Preferred Stock consent to such Private Corporate
Transaction constituting a Series I Valuation Event.

                              (E)  "Series I Valuation Price" with respect to
any Series I Valuation Event means:

                                   (i)   in the case of any IPO, the gross sale
price offered to the public (before any underwriting discount or commission) of
the Corporation's Common Stock in the IPO; and

                                   (ii)  in the case of any Corporate
Transaction described in clause (ii) of the definition of the term "Series I
Valuation Event," the price per share of the Corporation's Common Stock (taking
into account cash consideration and the fair market value of all consideration
other than cash) reflected in such Corporate Transaction as determined in
accordance with Section V.B.1(e)(ii), provided that in the case of a Private
Corporate Transaction holders of a majority of the then outstanding Series I
Preferred Stock consent to the calculation of such price per share.

                         (ii) (A)  If a Series I Valuation Event occurs on or
before the close of business on December 1, 1998, the Conversion Price for the
Series I Preferred Stock in effect immediately prior to a Series I Valuation
Event shall be adjusted to a price equal


                                          20
<PAGE>

to the Series I Valuation Price, provided that no adjustment pursuant to this
subsection V.B.4(a3)(ii)(A) shall be made after the first Series I Valuation
Event.

                              (B)  If no Series I Valuation Event occurs on or
before the close of business on December 1, 1998, the Conversion Price for the
Series I Preferred Stock in effect immediately prior to such time shall be
adjusted to a price equal to the lower of (i) $12.48 (as appropriately adjusted
pursuant to Section V.B.4(d) for any transactions specified in subsections (i),
(iii) and (iv) thereof that occur after the Effective Time (as defined in the
RMD Agreement) assuming for purposes of such adjustment that the Conversion
Price of the Series I Preferred Stock at the Effective Time equals such price)
or (ii) if applicable, 93% of the low end of the pricing range for Common Stock
indicated in the latest registration statement relating to the IPO, as filed
with the Securities and Exchange Commission, if such registration statement
includes a pricing range (as appropriately adjusted pursuant to
Section VI.B.4(d) for any transactions specified in subsections (i), (iii) and
(iv) thereof that occur after the Effective Time assuming for purposes of such
adjustment that the Conversion Price of the Series I Preferred Stock Time at the
Effective Time equals such price). 

Notwithstanding the foregoing, in the event of any distribution covered by
Section V.B.4(e) on or before the close of business on the earlier of (i)
December 1, 1998 and (ii) the Series I Adjustment Date, the Conversion Price for
the Series I Preferred Stock calculated pursuant to this Section V.B.4(a3)(ii)
shall equal the sum of (i) the Conversion Price per share of Series I Preferred
Stocks calculated pursuant to this Section V.B.4(a3)(ii) without regard to this
sentence, and (ii) the value of such distribution per share of Series I
Preferred Stock (as determined in good faith by the Corporation's Board of
Directors). 

                    (a4)  SPECIAL ADJUSTMENT OF SERIES J PREFERRED STOCK
CONVERSION PRICE.
                         (i)   The following terms shall have the following
meanings:

                              (A)  "Series J Adjustment Date" means the first
date on which a Series J Valuation Event occurs.

                              (B)  "Series J Valuation Event" means (i) any
public or private issuance, or sale or series of related issuances and sales, of
equity securities of the Corporation (an "Equity Issuance") which results in
aggregate gross cash proceeds to the Corporation equal to not less than the
product of (A) the number of shares of Series J Preferred Stock originally
issued by the Corporation (regardless of whether such shares are converted into
Class 1 Common Stock or repurchased or the number of such outstanding shares is
adjusted as a result of any stock dividend, combination, split or the like)
multiplied by (B) $12.67, or (ii) any Corporate Transaction.

                              (C)  "Series J Valuation Price" with respect to
any Series J Valuation Event means:


                                          21
<PAGE>

                                   (i)   in the case of any Equity Issuance, the
gross sale price per share (before any discount or commission) of the equity
security of the Corporation issued and sold in such Equity Issuance; and

                                   (ii)  in the case of any Corporate
Transaction the price per share of the Corporation's Common Stock (taking into
account cash consideration and the fair market value of all consideration other
than cash and assuming the exercise and/or conversion of all outstanding
exercisable and/or convertible securities of the Corporation) reflected in such
Corporate Transaction as determined in accordance with Section V.B.1(e)(ii),
provided that holders of a majority of the then outstanding Series J Preferred
Stock consent to the calculation of such price per share.

                         (ii)   At the close of business on the Series J
Adjustment Date, the Conversion Price for the Series J Preferred Stock in effect
immediately prior to the Series J Valuation Event shall be adjusted to a price
equal to the Series J Valuation Price, provided that no adjustment pursuant to
this subsection V.B.4(a4)(ii) shall be made after the first Series J Valuation
Event.

Notwithstanding the foregoing, in the event of any distribution covered by
Section V.B.4(e) on or before the close of business on the Series J Adjustment
Date, the Conversion Price for the Series J Preferred Stock calculated pursuant
to this Section V.B.4(a4)(ii) shall equal the sum of (i) the Conversion Price
per share of Series J Preferred Stock calculated pursuant to this
Section V.B.4(a4)(ii) without regard to this sentence, and (ii) the value of
such distribution per share of Series J Preferred Stock (as determined in good
faith by the Corporation's Board of Directors). 

                    (b)  AUTOMATIC CONVERSION.  Each share of Existing Preferred
Stock (other than Series F-2, G-2 and H-2 Preferred Stock) shall automatically
be converted into shares of Class 1 Common Stock, and each share of Series F-2,
G-2 and H-2 Preferred Stock shall automatically be converted into shares of
Class 2 Common Stock, at the then effective Conversion Price immediately upon,
except as provided in subsection V.B.4(c) below, the Corporation's sale of its
Common Stock in a firm commitment underwritten public offering pursuant to a
registration statement under the Securities Act of 1933, as amended (a "Public
Offering"), the public offering per share price of which is not less than two
times the then applicable Conversion Price for the Series D Preferred Stock and
the aggregate offering price of which is not less than $8,000,000, provided that
upon such Public Offering (i) the shares of Series F Preferred Stock shall not
automatically be converted into Common Stock unless the following shall occur (a
"Threshold Public Offering"):  (A) the Public Offering is consummated on or
prior to December 31, 1998, (B) the Public Offering per share price is at least
two times the Original Series F Issue Price and (C) the aggregate offering price
is not less than $25,000,000 and (ii) the shares of Series G, Series H and
Series J Preferred Stock shall not be automatically converted into Common Stock
unless all other shares of Preferred Stock are converted into Common Stock at
the consummation of such Public Offering.  The provisions of this subsection
V.B.4(b) shall not limit or restrict in any way the Conversion Rights of each
holder under subsection (a1) or (a2) above.


                                          22
<PAGE>

                    (c)  MECHANICS OF CONVERSION.  Before any holder of Existing
Preferred Stock shall be entitled to convert the same into shares of Common
Stock (or, if applicable, Series F-1, G-1 or H-1 Preferred Stock) pursuant to
subsection (a1) or subsection (a2) (collectively "subsection (a)" above), or in
the event that any Existing Preferred Stock is automatically converted pursuant
to subsection (b) above, the holder shall surrender the certificate or
certificates therefor, duly endorsed, at the office of the Corporation or of any
transfer agent for the Preferred Stock.  If the conversion is pursuant to
subsection (a) above, the holder electing to convert any Existing Preferred
Stock shall give written notice to the Corporation at its principal corporate
office, of the election to convert the same and shall state therein the name or
names in which the certificate or certificates for shares of Common Stock (or,
if applicable, Series F-1, G-1 or H-1 Preferred Stock) are to be issued.  The
Corporation shall, as soon as practicable thereafter, issue and deliver at such
office to such holder of Preferred Stock, or to the nominee or nominees of such
holder, a certificate or certificates for the number of shares of Common Stock
(or, if applicable, Series F-1, G-1 or H-1 Preferred Stock) to which such holder
shall be entitled as aforesaid.  Such conversion shall be deemed to have been
made immediately prior to the close of business on the date of such surrender of
the shares of Preferred Stock to be converted, and the person or persons
entitled to receive the shares of Common Stock (or, if applicable, Series F-1,
G-1 or H-1 Preferred Stock) issuable upon such conversion shall be treated for
all purposes as the record holder or holders of such shares of Common Stock (or,
if applicable, Series F-1, G-1 or H-1 Preferred Stock) as of such date.  If the
conversion is in connection with an underwritten offering of securities
registered pursuant to the Securities Act of 1933, as amended, the conversion
may, at the option of any holder tendering Existing Preferred Stock (including
Series F-2, Series G-2 or Series H-2 Preferred Stock) for conversion, be
conditioned upon the closing with the underwriter(s) of the sale of securities
pursuant to such offering, in which event the person(s) entitled to receive the
Common Stock upon conversion of the Existing Preferred Stock shall not be deemed
to have converted such Series of Preferred Stock until immediately prior to the
closing of such sale of securities.

                    (d)  CONVERSION PRICE ADJUSTMENTS OF PREFERRED STOCK FOR
CERTAIN DILUTIVE ISSUANCES, SPLITS AND COMBINATIONS.  The Conversion Price of
the Existing Preferred Stock shall be subject to adjustment from time to time as
follows:

                          (i) (A)  Subject to subsection V.B.4(d)(i)(B), if the
Corporation shall issue, after the time this Amended and Restated Certificate of
Incorporation becomes effective ("Effective Time"), any Additional Stock (as
defined below) without consideration or for a consideration per share less than
the applicable Conversion Price for such Series of Preferred Stock in effect
immediately prior to the issuance of such Additional Stock, the applicable
Conversion Price:

                                   (i)   for the Series B, Series C, Series D,
Series E, Series F, Series I, and Series J Preferred Stock in effect immediately
prior to each such issuance shall forthwith (except as otherwise provided in
this clause (i)) be adjusted to a price determined by multiplying such
Conversion Price by a fraction, the numerator of which shall be the number of
shares of Common Stock which would be outstanding immediately prior to such
issuance assuming the conversion of all outstanding shares of Preferred Stock
into Common


                                          23
<PAGE>

Stock (not including shares excluded from the definition of Additional Stock by
subsection V.B.4(d)(ii)) plus the number of shares of Common Stock that the
aggregate consideration received by the Corporation for such issuance would
purchase at such Conversion Price; and the denominator of which shall be the
number of shares of Common Stock which would be outstanding immediately prior to
such issuance assuming the conversion of all outstanding shares of Preferred
Stock into Common Stock (not including shares excluded from the definition of
Additional Stock by subsection V.B.4(d)(ii)) plus the number of shares of such
Additional Stock;

                                   (i) for the Series G Preferred Stock in
effect immediately prior to such issuance shall forthwith (except as otherwise
provided in this clause (ii)) be adjusted to a price equal to the average
consideration per share received by the Corporation for such issuance of
Additional Stock (but in no event less than $0.01 per share); provided, however,
that no adjustment shall be made for any issuance of Additional Stock before the
Series G Exchange Date.

                                   (ii)for the Series H Preferred Stock in
effect immediately prior to such issuance shall forthwith (except as otherwise
provided in this clause (iii)) be adjusted to a price equal to the average
consideration per share received by the Corporation for such issuance of
Additional Stock (but in no event less than $0.01 per share); provided that no
adjustment shall be made for any issuance of Additional Stock before the
Series H Exchange Date.

                              (B)  No adjustment of the Conversion Price for the
Series B, Series C, Series D, Series E, Series F, Series G, Series H, Series I
or Series J Preferred Stock shall be made in an amount less than one cent per
share, provided that any adjustments which are not required to be made by reason
of this sentence shall be carried forward and shall be taken into account in any
subsequent adjustment.  Notwithstanding the foregoing, if a Series I Valuation
Event occurs on or before December 1, 1998, any adjustment to the Conversion
Price for the Series I Preferred Stock as a result of any issuance of Additional
Stock that occurs on or before the Series I Adjustment Date shall be disregarded
and given no effect (it being understood that this sentence shall not apply and
such adjustment shall not be disregarded and given no effect as a result of an
adjustment to the Conversion Price of the Series I Preferred Stock pursuant to
Section V.B.4(a3)(ii)(B)).  Except to the limited extent provided for in
subsections (E)(3) and (E)(4) below, no adjustment of such Conversion Price
pursuant to this subsection V.B.4(d)(i) shall have the effect of increasing the
Conversion Price above the Conversion Price in effect immediately prior to such
adjustment.

                              (C)  In the case of the issuance of Common Stock
for cash, the consideration shall be deemed to be the amount of cash paid
therefor before deducting any reasonable discounts, commissions or other
expenses allowed, paid or incurred by the Corporation for any underwriting or
otherwise in connection with the issuance and sale thereof.

                              (D)  In the case of the issuance of the Common
Stock for a consideration in whole or in part other than cash, the consideration
other than cash


                                          24
<PAGE>

shall be deemed to be the fair value thereof as determined in good faith by the
Corporation's Board of Directors irrespective of any accounting treatment.

                              (E)  In the case of the issuance (whether before,
on or after the Effective Time) of options to purchase or rights to subscribe
for Common Stock, securities by their terms convertible into or exchangeable for
Common Stock or options to purchase or rights to subscribe for such convertible
or exchangeable securities, the following provisions shall apply for all
purposes of this subsection 4(d)(i) and subsection 4(d)(ii):

                                   (1)  The aggregate maximum number of shares
of Common Stock deliverable upon exercise (assuming the satisfaction of any
conditions to exercisability, including, without limitation, the passage of
time, but without taking into account potential antidilution adjustments) of
such options to purchase or rights to subscribe for Common Stock shall be deemed
to have been issued at the time such options or rights were issued and for a
consideration equal to the consideration (determined in the manner provided in
subsections V.B.4(d)(i)(C) and (d)(i)(D)), if any, received by the Corporation
upon the issuance of such options or rights plus the minimum exercise price
provided in such options or rights (without taking into account potential
antidilution adjustments) for the Common Stock covered thereby.

                                   (2)  The aggregate maximum number of shares
of Common Stock deliverable upon conversion of or in exchange (assuming the
satisfaction of any conditions to convertibility or exchangeability, including,
without limitation, the passage of time, but without taking into account
potential antidilution adjustments) for any such convertible or exchangeable
securities or upon the exercise of options to purchase or rights to subscribe
for such convertible or exchangeable securities and subsequent conversion or
exchange thereof shall be deemed to have been issued at the time such securities
were issued or such options or rights were issued and for a consideration equal
to the consideration, if any, received by the Corporation for any such
securities and related options or rights (excluding any cash received on account
of accrued interest or accrued dividends), plus the minimum additional
consideration, if any, to be received by the Corporation (without taking into
account potential antidilution adjustments) upon the conversion or exchange of
such securities or the exercise of any related options or rights (the
consideration in each case to be determined in the manner provided in
subsections V.B.4(d)(i)(C) and (d)(i)(D)).

                                   (3)  In the event of any change in the number
of shares of Common Stock deliverable or in the consideration payable to the
Corporation upon exercise of such options or rights or upon conversion of or in
exchange for such convertible or exchangeable securities, including, but not
limited to, a change resulting from the antidilution provisions thereof, the
Conversion Price of the Series B, Series C, Series D, Series E, Series F,
Series G, Series H, Series I or Series J Preferred Stock, to the extent in any
way affected by or computed using such options, rights or securities, shall be
recomputed to reflect such change, but no further adjustment shall be made for
the actual issuance of Common Stock or any payment of such consideration upon
the exercise of any such options or rights or the conversion or exchange of such
securities.


                                          25
<PAGE>

                                   (4)  Upon the expiration of any such options
or rights, the termination of any such rights to convert or exchange or the
expiration of any options or rights related to such convertible or exchangeable
securities, the Conversion Price of the Series B, Series C, Series D, Series E,
Series F, Series G, Series H, Series I or Series J Preferred Stock, to the
extent in any way affected by or computed using such options, rights or
securities or options or rights related to such securities, shall be recomputed
to reflect the issuance of only the number of shares of Common Stock (and
convertible or exchangeable securities which remain in effect) actually issued
upon the exercise of such options or rights, upon the conversion or exchange of
such securities or upon the exercise of the options or rights related to such
securities.

                                   (5)  The number of shares of Common Stock 
deemed issued and the consideration deemed paid therefor pursuant to 
subsections V.B.4(d)(i)(E)(1) and (2) shall be appropriately adjusted to 
reflect any change, termination or expiration of the type described in either 
subsection V.B.4(d)(i)(E)(3) or (4).

                         (ii)  "Additional Stock" shall mean any shares of
Common Stock issued (or deemed to have been issued pursuant to subsection
V.B.4(d)(i)(E)) by the Corporation after the Effective Time other than     

                              (A)  shares of Common Stock issued pursuant to 
a transaction described in subsection V.B.4(d)(iii), (e) or (f) hereof;

                              (B)  shares of Common Stock issuable or issued to
employees, consultants, directors or vendors (if in transactions with primarily
non-financing purposes) of the Corporation directly or pursuant to a stock
option plan or restricted stock plan approved by the stockholders and the Board
of Directors of the Corporation at any time when the total number of shares of
Common Stock so issuable or issued (and not repurchased at cost by the
Corporation in connection with the termination of employment) does not exceed
3,000,000 (as appropriately adjusted for any stock dividends, combinations,
splits or the like with respect to shares of Common Stock) plus such additional
number of shares of Common Stock as shall be approved by holders of at least
sixty-six and two-thirds percent (66-2/3%) of the then outstanding shares of
Series B, Series C, Series D, Series E, Series F, Series G, Series H, Series I
and Series J Preferred Stock;

                              (C)  shares of Common Stock or Existing Preferred
Stock issuable as a result of the conversion of any shares of Existing Preferred
Stock;

                              (D)  shares of Common Stock issued or deemed
issued to a corporation, partnership or other entity with which the Corporation
has a partnership, joint venture or other business relationship, provided that
such issuances are for other than primarily equity financing purposes; provided
that holders of at least eighty percent (80%) of the Series F Preferred Stock
then outstanding shall have consented thereto in writing;

                              (E)  shares of Common Stock issued or deemed
issued in connection with the acquisition by the Corporation of the stock or
assets of another


                                          26
<PAGE>

corporation, partnership or other entity; provided that holders of at least
eighty percent (80%) of the Series F Preferred Stock then outstanding shall have
consented thereto in writing; 

                              (F)  shares of Common Stock issued or deemed
issued in connection with any equipment lease financing or the incurrence by the
Corporation of any indebtedness for money borrowed; provided that holders of at
least eighty percent (80%) of the Series F Preferred Stock then outstanding
shall have consented thereto in writing; 

                              (G)  shares of Common Stock issued or deemed
issued by the Corporation in connection with the merger of a wholly owned
subsidiary of the Corporation with and into International Wireless
Communications, Inc. (including shares of Common Stock (aa) issued or issuable
upon the exercise of options assumed in such merger (bb) issued or issuable upon
the conversion of Preferred Stock issued in such merger and (cc) issued and
issuable upon the exercise of warrants assumed in such merger); 

                              (H)  shares of Common Stock issued or deemed
issued pursuant to warrants issued by the Corporation in connection with the
Senior Notes or pursuant to (aa) the IWCH Loan Agreement, (bb) the PWH Loan
Agreement, (cc) the Reimbursement Agreement dated September 18, 1997 between IWC
China Limited and Vanguard Cellular Operating Corp., (dd) the Series J Preferred
Stock and Warrant Purchase Agreement dated March 10, 1998 among the Corporation
and the Investors named therein, including Vanguard Cellular Operating Corp., or
(ee) the Support Services Agreement dated March 10, 1998 among the Corporation
and Vanguard China, Inc. 

                              (I)  shares of Common Stock issued or issuable for
the purchase from Continental Communications Limited of shares of Pakistan
Mobile Communications Limited; or

                              (J)  shares of Series I Preferred Stock or Common
Stock issued or issuable in connection with the transactions contemplated by the
RMD Agreement.

                         (iii) Subject to the following sentence, in the event
the Corporation should at any time or from time to time after the Effective Time
fix a record date for the effectuation of a split or subdivision of the
outstanding shares of Common Stock or the determination of holders of Common
Stock entitled to receive a dividend or other distribution payable in additional
shares of Common Stock or other securities or rights convertible into, or
entitling the holder thereof to receive directly or indirectly, additional
shares of Common Stock (hereinafter referred to as "Common Stock Equivalents")
without payment of any consideration by such holder for the additional shares of
Common Stock or the Common Stock Equivalents (including the additional shares of
Common Stock issuable upon conversion or exercise thereof), then, as of such
record date (or the date of such dividend distribution, split or subdivision if
no record date is fixed), the Conversion Price of the Existing Preferred Stock
shall be appropriately decreased so that the number of shares of Common Stock
issuable on conversion of each share of such Series shall be increased in
proportion to such increase of the aggregate number of shares of Common Stock
outstanding and those issuable with respect to such Common Stock Equivalents


                                          27
<PAGE>

with the number of shares issuable with respect to Common Stock Equivalents
determined from time to time in the manner provided for deemed issuances in
subsection V.B.4(d)(i)(E).  Notwithstanding the foregoing, upon the occurrence
of a Series I Valuation Event, any adjustment of the Conversion Price for the
Series I Preferred Stock as a result of any such split, subdivision, dividend or
other distribution that occurs on or before the close of business on the date on
which a Series I Valuation Event occurs shall be disregarded and given no effect
(it being understood that this sentence shall not affect any adjustment pursuant
to subsection V.B.4(a3)(ii)(B) as a result of any such split, subdivision,
dividend or other distribution).

                         (iv)  Subject to the following sentence, if the number
of shares of Common Stock outstanding at any time after the Effective Time is
decreased by a combination of the outstanding shares of Common Stock, then,
following the record date of such combination, the Conversion Price for the
Existing Preferred Stock shall be appropriately increased so that the number of
shares of Common Stock issuable on conversion of each share of such Series shall
be decreased in proportion to such decrease in outstanding shares. 
Notwithstanding the foregoing, no adjustment of the Conversion Price for the
Series I Preferred Stock shall be made for any such combination that occurs on
or before the Series I Adjustment Date.

                    (e)  OTHER DISTRIBUTIONS.  Subject to the following
sentence, in the event the Corporation shall declare a distribution payable in
securities of other Persons, evidences of indebtedness issued by the Corporation
or other Persons, assets (excluding cash dividends, except as otherwise provided
in Section V.B.2) or options or rights not referred to in subsection
V.B.4(d)(iii), then, in each such case for the purpose of this subsection 4(e),
the holders of the Existing Preferred Stock shall be entitled to a share of any
such distribution as follows:  All such distributions shall be made to the
holders of the Preferred Stock and the Common Stock in the same priorities and
order of distribution and in the same proportions as distributions of funds and
assets are to be made in the case of a liquidation, dissolution or winding-up of
the Corporation.  All amounts so distributed to the holders of any Series of
Preferred Stock or Common Stock, as the case may be, in accordance therewith
shall be credited toward the payment of the Preferred Preferential Amount, the
Series A Preferential Amount or Common Preferential Amount, as the case may be,
to be paid to the holders of each Series of Preferred Stock or Common Stock, as
the case may be.  If any dividends are declared which are payable in shares of
Common Stock, then dividends shall be declared which are payable at the same
rate on both classes of Common Stock and the dividends payable in shares of
Class 1 Common Stock shall be payable to holders of Class 1 Common Stock and the
dividends payable in shares of Class 2 Common Stock shall be payable to holders
of Class 2 Common Stock.  If any dividends on any Preferred Stock consist of
voting securities of the Corporation, then the Corporation shall make available
to each holder of Series F-2, Series G-2 and Series H-2 Preferred Stock, at such
holder's request, dividends consisting of securities of the Corporation having
voting rights comparable to the Series F-2, Series G-2 or Series H-2 Preferred
Stock, as the case may be, and which are otherwise identical to such voting
securities and which are convertible into or exchangeable for such voting
securities on the same terms as Series F-2,


                                          28
<PAGE>

Series G-2 or Series H-2 Preferred Stock, as the case may be, are convertible
into Class 1 Common.

                    (f)  RECAPITALIZATIONS.  Subject to the following sentence,
if at any time or from time to time there shall be a recapitalization of the
Common Stock (other than a subdivision, combination or merger, sale of assets or
other transaction provided for elsewhere in this Section 4 or in Section 2)
provision shall be made so that the holders of the Existing Preferred Stock
shall thereafter be entitled to receive upon conversion of the Preferred Stock
the number of shares of stock or other securities or property of the Corporation
or otherwise, to which a holder of Common Stock deliverable upon conversion
would have been entitled on such recapitalization (provided, in the case of any
such recapitalization occurring on or before the close of business on the
Series I Adjustment Date, the number of shares of Common Stock issuable upon
conversion of each share of Series I Preferred Stock shall be the number of
shares of Common Stock issuable upon such conversion immediately after the close
of business on the Series I Adjustment Date).  In any such case, appropriate
adjustment shall be made in the application of the provisions of this Section 4
with respect to the rights of the holders of the Existing Preferred Stock after
the recapitalization to the end that the provisions of this Section 4 (including
adjustment of the Conversion Price then in effect and the number of shares
purchasable upon conversion of the Existing Preferred Stock) shall be applicable
after that event as nearly equivalent as may be practicable.

                    (g)  NO IMPAIRMENT.  The Corporation will not, by amendment
of its Certificate of Incorporation or through any reorganization,
recapitalization, transfer of assets, consolidation, merger, dissolution, issue
or sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms to be observed or performed
hereunder by the Corporation, but will at all times in good faith assist in the
carrying out of all the provisions of this Section 4 and in the taking of all
such action as may be necessary or appropriate in order to protect the
Conversion Rights of the holders of the Existing Preferred Stock against
impairment.

                    (h)  NO FRACTIONAL SHARES AND CERTIFICATE AS TO ADJUSTMENTS.

                         (i)  No fractional shares shall be issued upon the
conversion of any share or shares of the Existing Preferred Stock, and the
number of shares of Common Stock to be issued shall be rounded to the nearest
whole share.  Whether or not fractional shares are issuable upon such conversion
shall be determined on the basis of the total number of shares of Preferred
Stock the holder is at the time converting into Common Stock and the number of
shares of Common Stock issuable upon such aggregate conversion.

                         (ii) Upon the occurrence of each adjustment or
readjustment of the Conversion Price of Existing Preferred Stock pursuant to
this Section 4, the Corporation, at its expense, shall promptly compute such
adjustment or readjustment in accordance with the terms hereof and prepare and
furnish to each holder of Preferred Stock of a Series of which the applicable
Conversion Price has been adjusted a certificate setting forth such adjustment
or readjustment and showing in detail the facts upon which such adjustment or


                                          29
<PAGE>

readjustment is based.  The Corporation shall, upon the written request at any
time of any holder of Existing Preferred Stock, furnish or cause to be furnished
to such holder a like certificate setting forth such adjustment and
readjustment, the Conversion Price for such Series of Preferred Stock at the
time in effect, and the number of shares of Common Stock and the amount, if any,
of other property which at the time would be received upon the conversion of a
share of each Series of Preferred Stock.

                    (i)  NOTICES OF RECORD DATE.  In the event of any taking by
the Corporation of a record of the holders of any class of securities for the
purpose of determining the holders thereof who are entitled to receive any
dividend (other than a cash dividend) or other distribution, any right to
subscribe for, purchase or otherwise acquire any shares of stock of any class or
any other securities or property, or to receive any other right, the Corporation
shall mail to each holder of Existing Preferred Stock, at least 20 days prior to
the date specified therein, a notice specifying the date on which any such
record is to be taken for the purpose of such dividend, distribution or right,
and the amount and character of such dividend, distribution or right.

                    (j)  RESERVATION OF STOCK ISSUABLE UPON CONVERSION.  The
Corporation shall at all times reserve and keep available out of its authorized
but unissued shares of Common Stock, solely for the purpose of effecting the
conversion of the shares of the Existing Preferred Stock, such number of its
shares of Common Stock as shall from time to time be sufficient to effect the
conversion of all outstanding shares of the Existing Preferred Stock; and if at
any time the number of authorized but unissued shares of Common Stock shall not
be sufficient to effect the conversion of all then outstanding shares of the
Existing Preferred Stock, in addition to such other remedies as shall be
available to the holder of such Existing Preferred Stock, the Corporation will
take such corporate action as may, in the opinion of its counsel, be necessary
to increase its authorized but unissued shares of Common Stock to such number of
shares as shall be sufficient for such purposes, including, without limitation,
engaging in best efforts to obtain the requisite stockholder approval of any
necessary amendment to this Amended and Restated Certificate of Incorporation.

                    (k)  NOTICES.  Any notice required by the provisions of this
Section 4 to be given to the holders of shares of Preferred Stock shall be
deemed given if deposited in the United States mail, by registered or certified
mail, postage prepaid, by courier or by facsimile (with confirmation of
receipt), and in each case addressed to each holder of record at his address
appearing on the books of the Corporation.

               5.   VOTING RIGHTS.

                    (a)  Except as otherwise provided herein, the holder of each
share of Existing Preferred Stock (other than the Series F-2 , G-2 and H-2
Preferred Stock) shall have the right to one vote for each share of Common Stock
into which such Series of Preferred Stock could then be converted (or, with
respect to the Series I Preferred Stock, would be converted were such Series I
Preferred Stock convertible into Common Stock at the time of the applicable
vote), and with respect to such vote, such holder shall have full voting rights
and


                                          30
<PAGE>

powers not less than the voting rights and powers of the holders of Common
Stock, and shall be entitled, notwithstanding any provision hereof, to notice of
any stockholders' meeting in accordance with the bylaws of the Corporation, and
shall be entitled to vote, together with holders of Common Stock, with respect
to any question upon which holders of Common Stock have the right to vote. 
Fractional votes shall not, however, be permitted and any fractional voting
rights available on an as-converted basis (after aggregating all shares into
which shares of Existing Preferred Stock held by each holder could be converted)
shall be rounded to the nearest whole number (with one-half being rounded
upward).  Notwithstanding the foregoing, but in addition to any approval
requirements provided for in subsection V.B.6 or V.C.5, the approval of the
holders of a majority of the outstanding shares of Series F-2, G-2 or H-2
Preferred Stock, as the case may be, shall be required for any merger or
consolidation of the Corporation with or into another entity or entities, any
sale of all or substantially all of the Corporation's assets or any
recapitalization or reorganization, if as a result of any of the foregoing the
shares of such Series would receive or be exchanged for consideration different
on a per share basis than the consideration received with respect to or in
exchange for shares of Series F-1, G-1 or H-1 Preferred Stock, as the case may
be, or would otherwise be treated differently from shares of Series F-1,
Series G-1 or Series H-1 Preferred Stock, respectively, in connection with such
transaction, except that shares of Series F-2, G-2 and H-2 Preferred Stock may
(and, at the request of the holders of a majority of the shares of such Series,
shall), without such a separate class vote, receive or be exchanged for
securities having voting rights comparable to the Series F-2, Series G-2 or
Series H-2 Preferred Stock, as the case may be, and which are otherwise
identical on a per share basis in amount and form to the voting securities
received with respect to or exchanged for Series F-1, G-1 and H-1 Preferred
Stock, as the case may be, so long as (i) such non-voting securities are
convertible into such voting securities on the same terms as Series F-2, G-2 and
H-2 Preferred Stock, as the case may be, is convertible into Class 1 Common
Stock and (ii) all other consideration is equal on a per share basis.

                    (b)  The holders of the Series E Preferred Stock, voting
separately as a class, shall be entitled to elect three (3) directors at each
annual meeting of stockholders of the Corporation at which any director is
elected or at the time of any written consent to action in lieu of any such
meeting.  For so long as 20% of the shares of Series F Preferred Stock issued on
the Closing Date (as defined in the Securities Purchase Agreement), pursuant to
the Securities Purchase Agreement remain outstanding, the holders of the
Series F-1 Preferred Stock, voting separately as a class, shall be entitled to
elect at least three (3) directors (the "Series F Directors") at each annual
meeting of stockholders of the Corporation 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 Investment Trust P.L.C. and Electra
Associates, Inc. (collectively, "Electra") own at least 213,360 shares of
Series F Preferred Stock (as such number may be adjusted appropriately for stock
splits, stock dividends, combinations and other recapitalizations), Electra
shall have the right to elect one (1) of the directors (the "Electra Director")
to be elected by the holders of the Series F-1 Preferred Stock; (ii) for so long
as Central Investment Holdings, Inc. ("CIH") owns at least 213,360 shares of
Series F Preferred Stock (as such number may be adjusted appropriately for stock
splits, stock dividends, combinations and other recapitalizations), CIH shall
have the right to elect one (1) of the directors to be elected by the holder of
the Series F-1 Preferred Stock; and (iii) for so long as


                                          31
<PAGE>

Toronto Dominion Investments, Inc. (together with its affiliates, "Toronto
Dominion"), owns at least 213,360 shares of Series F Preferred Stock (as such
number may be adjusted appropriately for stock splits, stock dividends,
combinations and other recapitalizations), Toronto Dominion shall have the right
to elect one (1) of the directors to elected by the holders of the Series F
Preferred Stock; PROVIDED, HOWEVER, that Toronto Dominion shall not be entitled
to so elect such director if exercising this right would be in violation of the
Bank Holding Company Act.  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.  The holders of Series G-1 and H-1
Preferred Stock, voting together as a single class, on an as-converted basis,
shall be entitled to elect one (1) director at each annual meeting of
stockholders of the Corporation at which any director is elected or at any time
by written consent to action in lieu of such meeting; provided that such right
to elect a director may not be exercised if holders of more than ten percent
(10%) of the combined shares of Series G and H Preferred Stock then outstanding,
on an as-converted basis, shall have any other rights to elect a director of the
Corporation by virtue of holding any other class or Series of the Corporation's
capital stock.

          In addition to the above rights of the holders of the Series F-1
Preferred Stock to elect the Series F Directors of the Corporation and, in
addition to any other rights the holders of the Series F Preferred Stock may
have hereunder, under the Securities Purchase Agreement, or in law or equity, to
the extent provided in Section 7.1 of the Securities Purchase Agreement,
immediately upon written notice to the Corporation from the holders of a
majority of the shares of Series F-1 Preferred Stock then outstanding, the
number of directors constituting the Board of Directors of the Corporation shall
automatically and without further action be increased by one, and upon the
exercise of such right by the holders of the Series F-1 Preferred Stock, the
holders of the shares of Series F-1 Preferred Stock then outstanding shall have
the right to elect, by voting as a class, one additional director to the Board
of Directors of the Corporation; provided, however, that the right of the
holders of Series F-1 Preferred Stock to increase the number of directors
constituting such Board of Directors and to elect such additional director may
only be exercised once.  No director(s) so elected by the holders of the
Series E or Series F-1 Preferred Stock, 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 of Preferred Stock, voting separately as a class,
Electra, CIH or Toronto Dominion, as the case may be.  In case of the death,
resignation or other removal of the director elected by the holders of the
Series E or Series F-1 Preferred Stock or Electra, as the case may be, such
holders may elect, voting separately as a class, by written notification
delivered to the Board of Directors of the Corporation, a successor to hold
office for the unexpired term of such removed director.  Except as provided in
this subsection V.B.5(b), the holders of Series E Preferred Stock may not vote
for the election of directors.

                    (c)  The directors not elected to the Corporation's Board of
Directors pursuant to subsection V.B.5(b) hereof shall be elected by the holders
of the Class 1 Common Stock and Preferred Stock (other than the Series E, F-2,
G-2 and H-2 Preferred Stock and, for so long as the holders of Series F-1
Preferred Stock shall be entitled to elect the Series F


                                          32
<PAGE>

Directors pursuant to subsection V.B.5(b) hereof, Series F-1 Preferred Stock),
voting separately as a class.

                    (d)  Until the earlier of (i) a Threshold Public Offering
and (ii) the date on which less than 20% of the shares of Series F Preferred
Stock issued on the Closing Date pursuant to the Securities Purchase Agreement
remain outstanding, the majority of the Corporation's Board of Directors may not
be comprised of (y) representatives collectively designated by Vanguard Cellular
Operating Corp. or any of its affiliates pursuant to subsection V.B.5(b) hereof,
and/or (z) officers of the Corporation (or any individual performing a similar
function).

                    (e)  The Corporation shall give to each holder of
Series F-2, Series G-2 or Series H-2 Preferred Stock, or Class 2 Common Stock,
notice of any stockholders' meetings for which notice is sent in accordance with
the bylaws of the Corporation to other stockholders of the Corporation, and
shall permit such holders to attend such meetings.

               6.   PROTECTIVE PROVISIONS.

                    (a)  In addition to any other applicable approval
requirements provided for herein, so long as any shares of Series B, Series C,
Series D, Series E, Series F-1, Series G-1, Series H-1, Series I or Series J
Preferred Stock are outstanding, the Corporation shall not without first
obtaining the approval (by vote or written consent, as provided by law) of the
holders of at least fifty percent (50%) in the aggregate of the then outstanding
shares of Series B, Series C, Series D, Series E, Series F-1, Series G-1,
Series H-1, Series I and Series J Preferred Stock (voting on an as-converted
basis): 

                         (i)   authorize or create any new class or Series of
stock or any instrument convertible into such stock or authorize an increase in
the authorized number of shares of any existing class or Series of stock that
has a preference over, or is on a parity with, the Series B, Series C, Series D,
Series E, Series F, Series G, Series H, Series I or Series J Preferred Stock
with respect to voting, dividends, or upon liquidation;

                         (ii)  authorize, issue, redeem or acquire any shares of
capital stock of the Corporation to or from officers, directors or employees of
or consultants to the Corporation, otherwise than pursuant to employee benefit
plans or other compensatory arrangements approved by the Corporation's Board of
Directors; provided, however, that the aggregate number of shares of such
capital stock so approved shall not exceed 3,000,000 shares of Common Stock (as
appropriately adjusted for any stock dividends, combinations, splits or the like
with respect to such shares);

                         (iii) approve a Corporate Transaction, as defined in
subsection V.B.1(e)(i);

                         (iv)  approve any amendment of this Amended and
Restated Certificate of Incorporation, as the same may be amended from time to
time or of the bylaws of the Corporation;


                                          33
<PAGE>

                         (v)   permit the Corporation to organize or acquire an
interest in any business unrelated to the international wireless communications
business or the personal communications services (PCS) business;

                         (vi)  declare or pay any dividends in cash, stock or
other property; 

                         (vii) reinvest more than $3 million in proceeds from
the sale or liquidation of any single investment by the Company; or

                         (viii) liquidate or dissolve the Corporation.

                    (b)  So long as any shares of Series B, Series C, Series D,
Series E, Series F-1, Series G-1, Series H-1, Series I or Series J Preferred
Stock are outstanding, the Corporation shall not without first obtaining the
approval (by vote or written consent, as provided by law) of the holders of at
least two-thirds (66 2/3%) in the aggregate of the then outstanding shares of
Series B, Series C, Series D, Series E, Series F-1, Series G-1, Series H-1,
Series I and Series J Preferred Stock (voting on an as-converted basis):

                         (i)   increase or decrease the number of authorized
directors of the Corporation (except in accordance with Section V.B.5(b) above);
or

                         (ii)  remove with or without cause any officer or
director of the Corporation, excluding directors elected by the holders of
shares of a Series of Preferred Stock pursuant to subsection V.B.5(b) hereof
(who may only be removed by such holders).

                    (c)  So long as any shares of Series F-1 Preferred Stock are
outstanding, the Corporation shall not, without first obtaining the approval (by
vote or written consent) of the holders of at least seventy-five percent (75%)
of the then outstanding shares of Series F-1 Preferred Stock, (i) take any
action which would violate any of the provisions of Section 6.9, 6.11(B), 6.13
or 6.15 of the Securities Purchase Agreement, or (ii) take any other actions
which require the consent of the holders of any other Series of Preferred Stock
(whether now existing or created in the future) voting as a class, or with
respect to which a director or other designee of that Series of Preferred Stock
must approve such action.

                    (d)  So long as any shares of the Series F-1 Preferred Stock
are outstanding, the Corporation shall not, and shall not permit any of its
Subsidiaries (as defined in the Securities Purchase Agreement) to, take any
action (or fail to take any action, as the case may be) that would violate any
of the provisions of Sections 6.1 or 6.14 of the Securities Purchase Agreement
without first obtaining the approval (by vote or written consent) of (i) the
holders of at least eighty percent (80%) of the then outstanding shares of
Series F-1 Preferred Stock or (ii) at least (A) a majority of the members of the
Board of Directors of the Corporation (including any Series F Directors) and (B)
all of the Series F Directors.  So long as any shares of Series F-1 Preferred
Stock are outstanding, the Corporation shall not, and shall not permit any of
its Subsidiaries to, take any action (or fail to take any action, as the case
may be) that would violate any of the provisions of Section 5.3, 5.4, 5.6, 6.4,
6.8 or 6.16 of the Securities Purchase


                                          34
<PAGE>

Agreement without first obtaining the approval (by vote or written consent) of
(i) the holders of at least seventy-five percent (75%) of the then outstanding
shares of Series F-1 Preferred Stock or (ii) at least (A) a majority of the
members of the Board of Directors of the Corporation (including any Series F
Directors) and (B) one Series F Director, if there shall be two Series F
Directors on the Board of Directors of the Corporation, or a majority of the
Board of Directors of the Corporation, if there shall be more than two Series F
Directors on the Board of Directors of the Corporation.  So long as any shares
of Series F-1 Preferred Stock are outstanding, the Corporation shall not, and
shall not permit any of its Subsidiaries to, take any action that would violate
any of the provisions of Section 6.5, 6.6, 6.7, 6.10 or 6.11(A) of the
Securities Purchase Agreement without first obtaining the approval (by vote or
written consent) of (i) the holders of at least seventy-five (75%) of the then
outstanding shares of Series F-1 Preferred Stock or (ii) at least
(A) seventy-five percent (75%) of the members of the Board of Directors of the
Corporation and (B) at least one Series F Director, if there shall be two
Series F Directors on the Board of Directors of the Corporation, or a majority
of the Series F Directors, if there shall be more than two Series F Directors on
the Board of Directors of the Corporation.  Notwithstanding the foregoing, if
any the foregoing actions may not be approved by the requisite number of
Series F Directors solely because the number of Series F Directors present at
such meeting is insufficient to approve such action, then such meeting of the
Board of Directors shall be adjourned and held on a date, not less than 10 days
nor more than 20 days following such adjournment, on which such requisite number
of Series F Directors are present at such meeting (whether in person or by
telephone), provided that if there is no date during such period on which the
requisite number of Series F Directors may be present, such action may be taken
at any meeting held not less than 20 days nor more than 30 days following such
originally adjourned meeting if approved by (i) at least a majority or
seventy-five (75%), as the case may be, of the members of the Board of Directors
of the Corporation and (ii) all of the Series F Directors present, if any, at
such meeting.

                    (e)  So long as any shares of a Series of Existing Preferred
Stock (an "Existing Series") are outstanding, the Corporation shall not, without
first obtaining the approval (by vote or written consent, as provided by law) of
the holders of at least a majority of the shares of such Existing Series then
outstanding, amend the Corporation's Amended and Restated Certificate of
Incorporation to alter or change the rights, preferences or privileges of the
shares of such Existing Series, if such Existing Series would be adversely
affected by such amendment in a manner different from other then outstanding
Existing Series (it being understood that, without limiting the foregoing,
different Existing Series shall not be affected differently because of
differences in the amounts of their respective issue prices, liquidation
preferences and redemption prices or because of changes in the public offering
price per share at which Preferred Stock automatically converts to Common Stock
pursuant to subsection V.B.4(b) above).

                    (f)  So long as any shares of Series E Preferred Stock are
outstanding, the Corporation shall not without, first obtaining the approval (by
vote or written consent, as provided by law) of the holders of at least
two-thirds (2/3) of the shares of Series E Preferred Stock then outstanding,
amend subsection V.B.5(b) hereof to adversely affect the right of holders of
Series E Preferred Stock to elect a director of the Corporation pursuant
thereto.  So long as any shares of Series F-1, Series G-1 or Series H-1
Preferred Stock are outstanding, the


                                          35
<PAGE>

Corporation shall not without first obtaining the approval (by vote or written
consent, as provided by law) of the holders of at least two-thirds (2/3) of the
shares of Series F-1, Series G-1 or Series H-1 Preferred Stock then outstanding,
as applicable, amend subsection V.B.5(b) hereof to adversely affect the right of
holders of Series F-1, Series G-1 or Series H-1 Preferred Stock, respectively,
to elect directors of the Corporation pursuant thereto.

                    (g)  So long as any shares of Series G or Series H Preferred
Stock are outstanding, the Corporation shall not without first obtaining the
approval (by vote or written consent, as provided by law) of the holders of at
least fifty percent (50%) in the aggregate of the then outstanding shares of
Series G and Series H Preferred Stock (voting on an as-converted basis)
authorize or create any new class or Series of stock or any instrument
convertible into such stock or authorize an increase in the authorized number of
shares of any existing class or Series of stock that has a preference over, or
is on a parity with, the Series G or Series H Preferred Stock with respect to
voting, dividends, or upon redemption or liquidation.

                    (h)  The Corporation shall not, without first obtaining the
approval (by vote or written consent, as provided by law) of the holders of at
least a majority of the shares of the Class 2 Common Stock, Series F-2,
Series G-2 and Series H-2 Preferred Stock then outstanding, voting together as a
single class on an as-converted basis, amend the Corporation's Amended and
Restated Certificate of Incorporation to alter or change the rights, preferences
or privileges of the shares of the Class 2 Common Stock, if the Class 2 Common
would be adversely affected by such amendment in a manner different from the
Class 1 Common Stock (it being understood that, without limiting the foregoing,
different Classes of Common Stock shall not be affected differently because of
differences in the amounts of their respective issue prices).

               7.   STATUS OF REDEEMED AND CONVERTED STOCK.  Subject to
subsection V.B.4(a2) above, in the event any shares of Preferred Stock shall be
redeemed or converted pursuant to Sections 3 or 4, respectively hereof, the
shares so redeemed or converted shall be cancelled and shall not be issuable by
the Corporation.  The Amended and Restated Certificate of Incorporation of the
Corporation shall be appropriately amended to effect the corresponding reduction
in the Corporation's authorized capital stock.

          C.   COMMON STOCK.

               1.   DIVIDEND RIGHTS.  Subject to the prior rights of holders of
all classes of stock at the time outstanding having prior rights as to
dividends, the holders of the Common Stock shall be entitled to receive, when
and as declared by the Board of Directors, out of any assets of the Corporation
legally available therefor, such dividends as may be declared from time to time
by the Board of Directors.

               2.   LIQUIDATION RIGHTS.  Upon the liquidation, dissolution or
winding up of the Corporation, the assets of the Corporation shall be
distributed as provided in subsection V.B.1 hereof.

               3.   REDEMPTION.  The Common Stock is not redeemable.


                                          36
<PAGE>

               4.   CONVERSION OF CLASS 2 COMMON STOCK.

                    (a)  Upon the occurrence (or the expected occurrence as
described in subsection V.C.4(b) below) of any Conversion Event, each holder of
Class 2 Common Stock shall be entitled to convert, into the same number of
shares of Class 1 Common Stock, any or all of the shares of such holder's Class
2 Common Stock being (or expected to be) distributed, disposed of or sold in
connection with such Conversion Event.

                    (b)  Each holder of Class 2 Common Stock shall be entitled
to convert such shares of Class 2 Common Stock in connection with any Conversion
Event if such holder reasonably believes that such Conversion Event will be
consummated.  A written request for conversion from any holder of Class 2 Common
Stock to the Corporation stating such holder's reasonable belief that a
Conversion Event will occur shall be conclusive and shall obligate the
Corporation to effect such conversion in a timely manner so as to enable each
such holder to participate in such Conversion Event.  The Corporation will not
cancel the shares of Class 2 Common Stock so converted before the tenth day
following such Conversion Event and will reserve such shares until such tenth
day for reissuance in compliance with the next sentence.  If any shares of Class
2 Common Stock are converted into shares of Class 1 Common Stock in connection
with a Conversion Event and such shares of Class 1 Common Stock are not actually
distributed, disposed of or sold pursuant to such Conversion Event, such shares
of Class 1 Common Stock shall be promptly converted back into the same number of
shares of Class 2 Common Stock.

               5.   VOTING RIGHTS.  The holder of each share of Class 1 Common
Stock shall have the right to one vote, and shall be entitled to notice of any
stockholders' meeting in accordance with the bylaws of the Corporation, and
shall be entitled to vote upon such matters and in such manner as may be
provided by law.  Notwithstanding the foregoing, but in addition to any approval
requirements provided for elsewhere herein, the approval of the holders of a
majority of the outstanding Class 2 Common Stock, voting together as a single
class, shall be required for any merger or consolidation of the Corporation with
or into another entity or entities, any sale of all or substantially all of the
Corporation's assets or any recapitalization or reorganization, if as a result
of any of the foregoing the shares of Class 2 Common Stock would receive or be
exchanged for consideration different on a per share basis than the
consideration received with respect to or in exchange for shares of Class 1
Common Stock, or would otherwise be treated differently from shares of Class 1
Common Stock in connection with such transaction, except that shares of Class 2
Common Stock may (and, at the request of a majority of the shares of such
Series, shall) receive or be exchanged for securities having voting rights
comparable to the Class 2 Common Stock, so long as (i) such non-voting
securities are convertible into such voting securities on the same terms as
Class 2 Common Stock is convertible into Class 1 Common Stock, and (ii) all
other consideration is equal on a per share basis.

                                      ARTICLE VI

          Except as otherwise provided in this Amended and Restated Certificate
of Incorporation, in furtherance and not in limitation of the powers conferred
by statute, the Board


                                          37
<PAGE>

of Directors is expressly authorized to make, repeal, alter, amend and rescind
any or all of the bylaws of the Corporation.

                                     ARTICLE VII

          Elections of directors need not be by written ballot unless the bylaws
of the Corporation shall so provide.

                                     ARTICLE VIII

          Meetings of stockholders may be held within or without the State of
Delaware, as the bylaws may provide.  The books of the Corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or  places as may be designated from time to time by the
Board of Directors or in the bylaws of the Corporation.

                                      ARTICLE IX

          A director of the Corporation shall, to the full extent permitted by
the General Corporation Law as it now exists or as it may hereafter be amended,
not be liable to the Corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director.  Neither any amendment nor repeal of
this Article IX, nor the adoption of any provision of this Amended and Restated
Certificate of Incorporation inconsistent with this Article IX, shall eliminate
or reduce the effect of this Article IX, in respect of any matter occurring, or
any cause of action, suit or claim that, but for this Article IX, would accrue
or arise, prior to such amendment, repeal or adoption of an inconsistent
provision.  If the General Corporation Law is amended to authorize, with the
approval of the Corporation's stockholders, further reductions in the liability
of the Corporation's directors, then a director of the Corporation shall not be
liable for any such breach to the fullest extent permitted by the General
Corporation Law as so amended.

                                      ARTICLE X

          The Corporation reserves the right to amend, alter, change or repeal
any provision contained in this Amended and Restated Certificate of
Incorporation, in the manner now or hereafter prescribed by statute, and all
rights conferred upon stockholders herein are granted subject to this
reservation.


                                          38
<PAGE>

          IN WITNESS WHEREOF, said International Wireless Communications
Holdings, Inc. has caused this certificate to be signed by its Senior Vice
President and General Counsel, Steven D. Overly, and its Assistant Secretary,
Brooks Stough, this 10th day of March, 1998.

                                   INTERNATIONAL WIRELESS
                                   COMMUNICATIONS HOLDINGS, INC.


                                   By: /s/ Steven D. Overly
                                       -------------------------------
                                       Steven D. Overly,
                                       Senior Vice President and General Counsel
Attest:

/s/ Brooks Stough
------------------------------------
Brooks Stough, Assistant Secretary