<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM 10-K

(Mark One)
/X/  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934
For the fiscal year ended December 31, 1996

                                       OR

/ /  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934
For the transition period from               to
                              --------------    ------------

                       Commission file number 0-
                                                ---------

              INTERNATIONAL WIRELESS COMMUNICATIONS HOLDINGS, INC.
--------------------------------------------------------------------------------
             (Exact name of Registrant as Specified in Its Charter)

                Delaware                               94-3248701
-----------------------------------------    ------------------------------
     (State or Other Jurisdiction of                (I.R.S. Employer
     Incorporation or Organization)                Identification No.)

400 South El Camino Real, Suite 1275, San Mateo, California         94402
-----------------------------------------------------------    --------------
         (Address of Principal Executive Offices)                (Zip Code)


Registrant's telephone number, including area code:         (415) 548-0808
                                                    ----------------------------

Securities registered pursuant to Section 12(b) of the Act:           None
                                                            --------------------

Securities registered pursuant to Section 12(g) of the Act:           None
                                                            --------------------
     Indicate by check mark whether the Registrant:  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.    Yes    X       No
                                                  -----        -----

     Indicate by a check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.  /X/

     As of December 31, 1996 there were 636,720 shares of the Registrant's
common stock outstanding and 16,906,400 shares of the Registrant's preferred
stock outstanding.  Each such share of preferred stock is currently convertible
into one share of the Registrant's common stock.


                              Page 1 of 124 pages.
<PAGE>


                       DOCUMENTS INCORPORATED BY REFERENCE

     Certain portions of the Registrant's Final Prospectus filed with the
Securities and Exchange Commission (the "Commission") pursuant to Rule 424(b)
under the Securities Act of 1933 on November 21, 1996 (Reg. No. 333-11987) are
incorporated by reference into Parts I and IV of this Annual Report as Form 10-K
to the extent provided herein.  Except as specifically incorporated by reference
herein, such Final Prospectus is not to be deemed filed as part of this Annual
Report on Form 10-K.








                              Page 2 of 124 pages.
<PAGE>


     THIS ANNUAL REPORT ON FORM 10-K CONTAINS FORWARD-LOOKING STATEMENTS
RELATING TO FUTURE EVENTS OR THE FUTURE FINANCIAL PERFORMANCE OF THE REGISTRANT,
WHICH INVOLVE RISKS AND UNCERTAINTIES.  THE REGISTRANT'S ACTUAL RESULTS COULD
DIFFER MATERIALLY FROM THOSE ANTICIPATED IN THESE FORWARD-LOOKING STATEMENTS AS
A RESULT OF CERTAIN IMPORTANT FACTORS, INCLUDING THOSE SET FORTH UNDER "ITEM 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS," PARTICULARLY THOSE SET FORTH UNDER "--ADDITIONAL FACTORS THAT MAY
AFFECT FUTURE RESULTS" AND ELSEWHERE IN THIS ANNUAL REPORT ON FORM 10-K.

     AS USED HEREIN, THE TERM" THE COMPANY" REFERS TO THE REGISTRANT AND ITS
SUBSIDIARY, INTERNATIONAL WIRELESS COMMUNICATIONS, INC. ("IWC"), UNLESS THE
CONTEXT OTHERWISE REQUIRES OR UNLESS OTHERWISE EXPRESSLY STATED.


                                     PART I


ITEM 1.   BUSINESS

     THE FOLLOWING DESCRIPTION OF THE BUSINESS OF THE REGISTRANT IS QUALIFIED IN
ITS ENTIRETY BY THE MORE DETAILED INFORMATION AND THE FINANCIAL STATEMENTS
(INCLUDING THE NOTES THERETO) APPEARING ELSEWHERE IN THIS ANNUAL REPORT ON FORM
10-K. AN "OPERATING COMPANY" REFERS TO A WIRELESS COMMUNICATIONS COMPANY OR
PROJECT IN WHICH THE COMPANY HAS INVESTED AND THAT HAS COMMENCED PROVIDING
WIRELESS COMMUNICATIONS SERVICE ON A COMMERCIAL BASIS. A "DEVELOPMENTAL STAGE
PROJECT" REFERS TO A WIRELESS COMMUNICATIONS COMPANY OR PROJECT IN WHICH THE
COMPANY HAS MADE OR PROPOSES TO MAKE AN INVESTMENT, BUT WHICH HAS NOT COMMENCED
PROVIDING WIRELESS COMMUNICATIONS SERVICE ON A COMMERCIAL BASIS. REFERENCE TO
"DOLLARS" AND "$" REFERS TO UNITED STATES DOLLARS, UNLESS OTHERWISE EXPRESSLY
STATED. CERTAIN OF THE DEMOGRAPHIC AND STATISTICAL DATA APPEARING IN THIS ANNUAL
REPORT ON FORM 10-K  HAVE BEEN DERIVED FROM THE SOURCES SET FORTH UNDER "--
BACKGROUND--DEMAND FOR COMMUNICATIONS SERVICES IN DEVELOPING COUNTRIES."

I.   BACKGROUND

     The Company is a leading developer, owner and operator of wireless
communications companies and projects primarily in emerging markets in Asia and
Latin America. These companies and projects provide, or are developing, a
variety of wireless communications services, including cellular telephone,
wireless local loop ("WLL"), enhanced capacity trunked radio ("ECTR") and
paging. The Company currently has interests in nine operating companies in
Brazil, China, India, Indonesia, Malaysia, Mexico, New Zealand and the
Philippines. In addition, the Company has interests in five developmental stage
projects in Mexico, Pakistan, Peru and Taiwan and is actively pursuing other
development and acquisition opportunities. As of December 31, 1996, the
Company's operating companies had licenses covering an estimated 693 million
people ("POPs") which, based on the Company's equity interests in these
operating companies, represented an estimated 245 million equity POPs. As of
December 31, 1996, the Company's operating companies, which are generally in the
early stages of operating and expanding their networks, served approximately
144,900 subscribers.

     The Company operates primarily in countries in Asia and Latin America where
management believes that there exists substantial unmet demand for
communications services, attractive license opportunities and political and
regulatory environments which encourage foreign investment in private
telecommunications companies. These markets are generally characterized by
substantial populations, growing economies and inadequate local land-line
telephone service. According to industry data, in many of the countries where
the Company has established operating companies or is pursuing developmental
stage projects, there were estimated to be less than 10 telephone lines per 100
POPs in 1994 (compared to an estimated 59 telephone lines per 100 POPs in the
United States in 1994) and significant waiting times for installation of
land-line telephone service. The Company believes that existing and emerging
wireless technologies generally offer comparable functionality to, and lower
construction costs and more rapid deployment than, land-line technologies. As a
result, the Company believes that wireless communications services will
frequently be used in these markets as a substitute for traditional land-line
telephone service.

     A large and growing number of wireless technologies are available to
address communications needs in the Company's target markets. The Company's
operating companies and developmental stage projects provide or are


                              Page 3 of 124 pages.
<PAGE>


developing the following services: cellular telephone, using both analog and
digital technologies; WLL, which provides a wireless telephone service linking
the home or business into the local telephone network; ECTR, which combines the
attributes of cellular and dispatch radio, and paging. Once the Company enters a
market with a wireless communications service, it generally seeks to develop
additional wireless communications services. This strategy is expected to allow
the Company to build on its expertise in the host country as well as to achieve
cost savings and operating efficiencies through the sharing of cell sites,
microwave transmission networks and marketing and administrative functions.

DEMAND FOR COMMUNICATIONS SERVICES IN DEVELOPING COUNTRIES

     Many countries in Asia and Latin America are experiencing rapid economic
growth, but are hindered by inadequate telecommunications services. The Company
believes that businesses in particular are demanding better services to improve
competitiveness and are seeking cost-effective mobile communications services to
enhance their operations. The following table sets forth certain information
with respect to the countries in which the Company's operating companies and
developmental stage projects are located, together with comparative information
for the United States.


<TABLE>
<CAPTION>
                                                                                         WAITING TIME
                                                                                       FOR INSTALLATION
                              POPULATION       GDP PER       REAL GDP       TELEPHONE    OF LAND-LINE     CELLULAR
               POPULATION       GROWTH         CAPITA         GROWTH        LINES PER      TELEPHONE     PENETRATION
              (MILLIONS)(1) (% PER YEAR)(1)   (US$)(1)    (% PER YEAR)(1)  100 POPS(2)     (YEARS)(3)   (% OF POPS)(2)
              ------------- ---------------  ---------    ---------------  ----------- ---------------- --------------
<S>           <C>           <C>              <C>          <C>              <C>         <C>              <C>
ASIA-PACIFIC
China. . . . . . 1,215.4         1.2%        $   541           9.9%            2.3            0.3           0.30%
India. . . . . .   930.8         1.8%            360           5.6%            1.0            1.9           0.01%
Indonesia. . . .   195.3         1.6%          1,025           7.3%            1.2            0.3           0.09%
Malaysia . . . .    20.0         2.4%          4,261           9.5%           14.5            0.3           4.77%
New Zealand. . .     3.5         1.1%         16,518           2.5%           48.7            0.0           8.35%
Pakistan . . . .   130.1         2.9%            484           4.5%            1.6            1.1           0.04%
Philippines. . .    68.6         2.2%          1,080           5.0%            1.5            5.5           0.52%
Taiwan . . . . .    21.3         0.9%         12,485           6.1%           39.5            N/A           3.63%
Thailand . . . .    60.2         1.4%          2,751           8.5%            4.6            4.0           2.26%

LATIN AMERICA
Brazil . . . . .   156.9         2.0%        $ 4,316           4.2%            7.4            0.9           0.81%
Mexico . . . . .    94.8         1.9%          2,634         (6.9)%            9.2            0.2           0.77%
Peru . . . . . .    23.8         2.0%          2,640           6.6%            3.3            4.3           0.31%

UNITED STATES. .   263.6         1.0%        $27,490           2.0%           59.4            0.0          12.79%
</TABLE>


-----------

(1)  Source: DRI/McGraw-Hill World Markets Executive Overview, Second Quarter
     1996.  The DRI/McGraw-Hill data are for 1995.  "GDP Per Capita" means gross
     domestic product per person and "Real GDP Growth" means growth in gross
     domestic product after adjustment for inflation during the relevant
     measurement period.

(2)  Source: MTA-EMCI World Cellular Markets: 1996.  Telephone lines per 100
     POPs is from 1994 and cellular penetration is from 1995.  "Cellular
     Penetration" means the number of cellular subscribers as a percentage of
     the total population.

(3)  Source: MTA-EMCI Wireless Local Loop: Opportunities in the Global
     Marketplace (Volume 2), March 1996.  Data are from 1994.


     To address the growing demand for communications services and promote
economic growth, governments in many developing countries have begun
deregulating their telecommunications industries. In some developing countries,
governments are beginning to privatize national carriers and encourage the
formation of private communications


                              Page 4 of 124 pages.
<PAGE>


competitors. As a result, the Company believes there is a substantial
opportunity for privately-owned companies to provide wireless communications
services in these countries.

ROLE OF WIRELESS TECHNOLOGIES

     A number of wireless technologies provide voice and data services that
address the communications needs of developing countries. These services include
cellular telephone, WLL, ECTR and paging. The Company believes that these
existing and emerging wireless technologies generally offer comparable
functionality to, and lower construction costs and more rapid deployment than,
land-line technologies.

CELLULAR TELEPHONE.  In its simplest configuration, a cellular telephone system
consists of a series of cell sites, each with a cellular transmitter/receiver
tower. All sites are linked to a mobile telephone switching office, which
consists of a central computer that controls the network. Currently, the
majority of cellular systems use analog technology; however, in some high
density markets analog systems are reaching their capacity limits, and are being
supplemented with new digital technologies which offer greater capacity.

WIRELESS LOCAL LOOP.  WLL networks provide subscribers with access to the
standard land-line telephone network through wireless transmission from the
land-line switch to the telephone site in the home or business rather than
through conventional land lines. This is accomplished by placing small
transmitter/receivers at the telephone site. From the perspective of the user,
WLL is operated in the same way as a regular telephone, with the added
possibility of wide area "cordless telephone" use. WLL networks are generally
less expensive and quicker to install than current land-line systems.

ENHANCED CAPACITY TRUNKED RADIO.  ECTR combines attributes of cellular and
dispatch radio (e.g. emergency dispatch) to provide the potential for a
cellular-like mobile service. By permitting both voice and data communications
and by combining dispatch radio, cellular-like calling and paging capabilities
in the same system, ECTR offers a combination of functionality and capacity that
is particularly well-suited for business needs in developing countries. The
infrastructure cost per subscriber of a loaded ECTR system is typically less
than that of a loaded analog cellular system. Unlike cellular telephone,
however, ECTR services have not been widely deployed in developing countries
and, as a result, licenses to provide such services have historically been more
readily available than licenses for cellular telephone.

PAGING.  Paging is a well-established technology, with service widely available
in many countries. A paging system typically consists of a number of transmitter
sites connected to a central messaging center. The messaging center receives
incoming messages from the public telephone network and prepares batches of
messages for transmission to subscribers. Two-way paging systems are now
available, allowing message acknowledgment responses and short data messages to
be sent by the paging subscriber. In developing countries where telephone
penetration is low, paging often provides an affordable alternative to public
telephone service.

BUSINESS DEVELOPMENT APPROACH

     The Company typically plays an active role in the formation, development,
management and operation of its operating companies and developmental stage
projects. Once a wireless communications opportunity is identified, the Company
typically joins with local and strategic partners to develop the project. In
some cases, the Company's local partners have previously been granted
telecommunications licenses. In addition, the Company and its partners may seek
to obtain initial or additional licenses through private negotiations rather
than through competitive bidding. As the cost of competitively awarded licenses,
particularly cellular licenses, has increased, the Company believes that
wireless communications services based on alternative technologies and privately
negotiated licenses generally have a pricing advantage.

     The Company provides its operating companies and developmental stage
projects with a range of management services. These services often include:

     -    Defining license needs, preparing, submitting and monitoring license
          applications and negotiating the acquisition of additional licenses.


                              Page 5 of 124 pages.
<PAGE>


     -    Seconding one or more of its own employees to a particular operating
          company to provide initial and/or ongoing management support.

     -    Selecting equipment and negotiating with equipment manufacturers and
          suppliers.

     -    Planning the network for the project, either by a team under the
          Company's direction or with the equipment manufacturer for the
          project.

     -    Arranging debt and equity financing at the project level.

     -    Developing and implementing core marketing, customer service and
          terminal distribution and support plans.

     -    Training project personnel, normally at the facilities of one of the
          Company's strategic partners such as Vanguard Cellular Systems, Inc.
          ("Vanguard").

BUSINESS STRATEGY

     The Company's principal business objective is to become a pre-eminent
provider of wireless communications services in selected developing countries.
Key elements of the Company's strategy for achieving this objective include:

DEVELOP LONG-TERM RELATIONSHIPS WITH STRONG LOCAL PARTNERS.  The Company seeks
to develop long-term relationships with financially strong and strategically
well-positioned local partners. These partners often own, or have access to, an
existing telecommunications asset base (such as cell sites and microwave or
fiber optic transmission networks) that can be used by the Company's operating
companies to reduce capital expenditures, operating costs and deployment time.
Local partners frequently play an active role in securing licenses and obtaining
necessary regulatory approvals, assisting in arranging and providing local
financing and identifying opportunities for additional wireless projects.

OBTAIN LICENSES WITH BROAD FREQUENCY RANGES AND SUBSTANTIAL GEOGRAPHIC COVERAGE.
The Company seeks to obtain licenses with broad frequency ranges, substantial
geographic coverage and flexible operating terms. The Company believes that
continuing advances in wireless technologies will allow numerous technologies to
provide services with similar functionality. As a result, the Company believes
that market opportunities for such services will be determined predominantly by
license terms rather than by technological factors. Licenses with broad
frequency allocation and flexible operating terms also enable the Company to
provide additional services and facilitate the adoption of new technologies. In
addition, the ability to provide service over a broad geographic area is
frequently an important selling point for users of services such as cellular
telephone and ECTR.

OFFER MULTIPLE WIRELESS SERVICES IN EXISTING MARKETS.  The Company seeks to
expand by developing multiple wireless services in those countries where it has
existing operations. This strategy is intended to allow the Company to build on
its expertise in the host country as well as to achieve cost savings and
operating efficiencies through the sharing of cell sites, microwave transmission
networks and marketing and administrative functions. For example, in Indonesia
and Mexico, the Company initially established a national or large regional ECTR
business that is providing opportunities for developing additional services,
such as cellular and WLL.

REMAIN TECHNOLOGY AND VENDOR INDEPENDENT.  The Company seeks to obtain licenses
that do not stipulate the type of technology to be used in the provision of a
particular communications service. This flexibility allows the Company to match
appropriate technology to a given business opportunity on the basis of cost,
capacity, reliability, functionality and availability. It also allows operating
companies to migrate to superior technologies as they develop. Where possible,
the operating companies select non-proprietary or open-standard technologies
with multiple vendor sources, thereby reducing their dependence on any single
supplier.

PURSUE LOW COST STRUCTURE.  The Company pursues strategies designed to allow its
operating companies to reduce capital expenditures and operating costs. First,
it seeks to form partnerships with local partners that have existing
telecommunications assets, including licenses, that can be used to reduce the
costs of developing and operating its wireless networks. Second, where
appropriate, the Company seeks to obtain licenses through private negotiation
with the host government, rather than through competitive bidding. Third, the
Company seeks to provide multiple wireless


                              Page 6 of 124 pages.
<PAGE>


services within an existing market to reap certain economies of scale. Fourth,
when a common technology is selected for multiple operating companies, the
Company seeks to secure global purchasing discounts with selected vendors.

ACTIVELY MANAGE OPERATING COMPANIES AND DEVELOPMENTAL STAGE PROJECTS.  The
Company typically plays an active role in the development and management of its
operating companies and developmental stage projects. Its local country managers
and corporate staff provide technical, financial and administrative support to
most of these companies, including serving as senior executives of operating
companies and developmental stage projects and/or serving on the boards of
directors of these companies and projects. Moreover, shareholder agreements
often provide the Company with the right to approve or veto key decisions at the
operating company or developmental stage project level, including operating
budgets, business plans and major corporate transactions, even though the
Company may own less than 50% of the equity of the operating company or
developmental stage project.

STRATEGIC RELATIONSHIPS

     The Company has entered into strategic relationships with selected
communications companies to assist it in identifying wireless communications
opportunities and to provide resource support to its operating companies and
developmental stage projects.

VANGUARD.  Vanguard, one of the largest independent cellular operators in the
U.S., is the Company's principal strategic partner as well as its largest
stockholder. As of December 31, 1996, Vanguard beneficially owned approximately
39% of the Company's equity on an as converted basis. Vanguard has provided and
continues to provide a number of services relating to the formation, development
and operation of the Company's wireless communication businesses, including
identification and evaluation of wireless communications opportunities, review
of business and technical plans, and assistance in training operating company
personnel. Vanguard is also a partner of the Company in Star Digitel Limited
("SDL"), the Company's China Regional Cellular operating company.  Haynes G.
Griffin, Chairman of the Board of Directors of the Company, is Chairman of the
Board and Co-Chief Executive Officer of Vanguard. See "Item 11. Executive
Compensation--Compensation Committee Interlocks and Insider Participation" and
"Item 13. Certain Relationships and Related Transactions."

BROADCAST COMMUNICATIONS LIMITED ("BCL").  BCL, a wholly owned subsidiary of the
national television company of New Zealand, is a leading telecommunications
engineering and network operating company. BCL provides a variety of services
including wireless communications engineering design, cell site planning,
microwave and fiber optic transmission design, and project management for
network implementation. BCL has comprehensive experience in WLL and has
installed and commissioned major wireless networks in the Asia-Pacific region.
BCL has assisted in the planning, engineering and project management of the WLL
network of Syarikat Telefon Wireless (M) Sdn Bhd, the Company's WLL operating
company in Malaysia.

STAR TELECOM HOLDING LIMITED ("STHL").  STHL is the wholly owned subsidiary of
Star Telecom International Holding Limited, a company listed on The Stock
Exchange of Hong Kong Limited. STHL owns one of the largest paging and internet
service providers in Hong Kong and is the Company's local partner in SDL and
Star Telecom Overseas (Cayman Islands) Limited ("STOL"), a Cayman Islands
company through which the Company holds its interest in RPG Paging Service
Limited, the Company's India Regional Paging operating company, and through
which the Company is pursuing paging opportunities in various other countries in
the Asia-Pacific region. The Company and STHL have entered into various
agreements pursuant to which they have agreed, subject to certain geographic and
other exemptions, not to engage in the cellular business or the paging business
except through SDL or STOL, as applicable.

II.  OPERATING COMPANIES

     As of December 31, 1996, the Company had direct or indirect interests in
the following nine operating companies. The information set forth below is as of
December 31, 1996, and is qualified by reference to and should be read in
conjunction with the more complete descriptions of the operating companies set
forth below.


                              Page 7 of 124 pages.
<PAGE>

<TABLE>
<CAPTION>
                                                                                                  EQUITY
                                                                                    POPS           POPS
                                                                                 COVERED BY     COVERED BY
                                                                     EQUITY       LICENSES       LICENSES
OPERATING COMPANY             LOCATION       TYPE OF PROJECT        INTEREST    (MILLION)(1)   (MILLION)(1)   SUBSCRIBERS
-----------------             --------       ---------------        --------    ------------   ------------   -----------
<S>                           <C>            <C>                    <C>         <C>            <C>            <C>
Via Movel 1                   Brazil         Regional ECTR            65.1%(2)      60.0           39.1(2)         900
  Communicacoes S.A.
  ("Via 1")

Star Digitel Limited          China          Regional Cellular        40.0%        302.0          120.8         21,000
  ("SDL")

RPG Paging Service            India          Regional Paging           7.0%(3)      20.0            1.4(3)      58,000
  Limited ("RPSL")

PT Mobile Selular             Indonesia      National Cellular        19.8%        195.3           38.7         22,000
  Indonesia ("Mobisel")

PT Mobilkom                   Indonesia      National ECTR            15.0%        195.3           29.3          4,100
  Telekomindo
  ("Mobilkom")

Syarikat Telefon Wireless     Malaysia       National WLL             30.0%(4)      20.0            6.0(4)       5,200
  (M) Sdn Bhd ("STW")

Corporacion Mobilcom,         Mexico         Regional ECTR             2.2%(5)      65.0            1.4(5)      27,900
  S.A. de C.V.
  ("Mobilcom Mexico")

TeamTalk Limited              New Zealand    National ECTR           100.0%          3.5            3.5          5,600
  ("TeamTalk")

Universal                     Philippines    Regional ECTR            19.0%(6)      27.0            5.1(6)         180
  Telecommunications
  Service, Inc. ("UTS")

</TABLE>


-----------

(1)  Based on the Company's estimate of the 1995 population covered by the
     operating license(s) of each project and on DRI/McGraw-Hill World Markets
     Executive Overview, Second Quarter 1996.

(2)  Reflects the Company's anticipated equity interest in Via 1, a joint
     venture that is currently in the process of being legally formed. Does not
     give effect to exercise of options presently being negotiated with the
     Company's local partners that, if exercised in their entirety upon the
     terms that are currently envisioned by the Company, would reduce the
     Company's interest in Via 1 below 50%.

(3)  Does not include a proposed increase in the Company's indirect ownership
     interest in RPSL to 13.3%, which is currently pending final governmental
     approval.

(4)  Does not give effect to an option held by a bank syndicate that has
     provided project financing to STW which, if exercised, would reduce the
     Company's interest in STW to 27.8%.

(5)  Does not reflect the potential dilution to the Company's interest to 1.8%
     if the Company does not participate in a capital call that was declared in
     March 1997.  The Company is currently evaluating whether to participate in
     such capital call.  Also does not give effect to options held by a local
     partner which, if exercised in their entirety, would further dilute the
     Company's interest to 1.3%.


                              Page 8 of 124 pages.
<PAGE>


(6)  Assumes the completion of certain registration formalities in connection
     with the Company's acquisition of approximately 6.0% of the UTS stock, and
     excludes an additional 3.0% of UTS' stock which is currently under option
     to the Company and which will vest upon completion of certain performance
     milestones.


     UNLESS OTHERWISE INDICATED, INFORMATION SET FORTH BELOW REGARDING POPS,
POPULATION GROWTH, GDP PER CAPITA, AND GDP GROWTH IS FROM 1995, DATA REGARDING
POPS COVERED BY LICENSES IS BASED ON POPS DATA FROM 1995 (OR IN CERTAIN CASES
ESTIMATES PROVIDED BY THE OPERATING COMPANIES) AND LICENSES HELD AS OF
DECEMBER 31, 1996, AND DATA REGARDING TELEPHONE LINES PER 100 POPS AND THE
WAITING TIME FOR INSTALLATION OF LAND-LINE TELEPHONES IS FROM 1994. SUCH DATA
HAS BEEN TAKEN FROM THE SOURCES INDICATED ABOVE UNDER "--BACKGROUND--DEMAND FOR
COMMUNICATION SERVICES IN DEVELOPING COUNTRIES."  FOR A DISCUSSION OF THE RISKS
ASSOCIATED WITH THE OWNERSHIP AND OPERATION OF THE OPERATING COMPANIES, SEE
"ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS--ADDITIONAL FACTORS THAT MAY AFFECT FUTURE RESULTS--PROJECT LEVEL
RISKS."

BRAZIL REGIONAL ECTR

     Pursuant to an agreement with Rede Brasil Sul ("RBS"), the Company's
proposed primary local partner in this project, and following fulfillment of
certain regulatory and corporate requirements, the Company will obtain a 65.1%
equity interest in Via 1, the vehicle through which RBS and the Company would
provide ECTR services in the major cities in Southern and Central Brazil,
including Rio de Janeiro, Sao Paulo and Curitiba. The Company, indirectly
through its wholly owned Brazilian subsidiary, Servicos de Radio Comunicacoes
Ltda. ("SRC"), holds licenses covering 140 channels in the 800 MHz frequency
band while RBS, through six companies, holds licenses covering a further 540
channels in the same frequency band. RBS has contributed the companies through
which it holds its licenses to Via 1, and, as part of the legal formation of the
joint venture with RBS, it is anticipated that SRC will also be contributed to
Via 1. SRC's assets consist primarily of licenses and fixed assets.  In
addition, Grupo Arbi, a Brazilian industrial and financial group ("Arbi"), has
agreed to participate as an initial 7% equity partner in Via 1 by contributing
the use of its licenses for 120 channels in the 800 MHz frequency band to Via 1
and, pending consummation of this transaction, Arbi has allowed Via 1 to
construct, manage and operate its licenses.

     In anticipation of the completion of the contribution of Arbi's licenses 
and of SRC to Via 1, the Company, RBS and Arbi commenced initial ECTR 
operations in the cities of Porto Alegre, Novo Hamburgo and Caxias do Sul in 
July 1996 under the trading name "Via 1." The pre-incorporation operations of 
Via 1 are hereinafter referred to as the "Via 1 Project."  As of December 31, 
1996, the Via 1 Project had commenced operations in fifteen cities in 
Brazil and had begun construction of its network in Rio de Janeiro. The 
Company's, RBS' and Arbi's licenses that have been, or are anticipated to be, 
contributed to Via 1 (the "Via 1 Licenses") cover major cities in Southern 
and Central Brazil, including, in addition to the foregoing, Sao Paulo, 
Curitiba and Rio de Janeiro. As of December 31, 1996, the Via 1 Project had 
approximately 900 subscribers.

MARKET OPPORTUNITY.  Brazil, with a population of approximately 156.9 
million, is among the most populous countries in the world, and has the one 
of the highest real GDPs in Latin America. In addition, since 1991, Brazil 
has experienced a significant increase in international trade due to steady 
economic growth and structural economic reforms, including the implementation 
of a successful anti-inflation plan, and a free-trade and customs union with 
Argentina, Uruguay and Paraguay ("Mercosur"), which Chile recently joined as 
a free trade partner. The Company believes that there is a significant unmet 
demand for telephone services as evidenced by the fact that there were only 
7.4 lines per 100 POPs in 1994. In addition, with the exception of ECTR 
licenses, the government has not to date issued licenses for cellular systems 
to private operators, although auctions for such licenses are currently in 
progress. As a result, the Company believes that Brazil is one of the most 
attractive countries in Latin America for the introduction of an ECTR system. 
The Via 1 Licenses cover approximately 60 million POPs.

REGULATORY ENVIRONMENT.  The Brazilian communications market is widely
regulated. Private communications licenses, except those relating to ECTR, are
restricted to operators with a majority of the voting interest held by Brazilian
shareholders. However, various reform projects to liberalize Brazil's
telecommunications market are currently being considered by the federal
government.

LOCAL STRATEGIC PARTNERS.  RBS, the Company's proposed partner in Via 1, is one
of Brazil's largest media companies with operations in television and radio
broadcasting and newspaper publishing in Southern Brazil. To date, RBS has
contributed to the Via 1 Project by expediting the import of infrastructure
equipment and assisting in negotiations with


                              Page 9 of 124 pages.
<PAGE>


governmental regulatory authorities. Additionally, RBS owns both cell sites and
large microwave networks, which the Company anticipates Via 1 will use to carry
its network traffic. Pursuant to a shareholders agreement between RBS and the
Company, the Company has been providing the Via 1 Project with technical
services, operational management and has procured the equipment necessary for
the development of the network. Implementation of the shareholders agreement
will require certain governmental approvals. See "--Licenses and
Interconnection" below.

PROJECT BACKGROUND.  The Company began efforts to develop an ECTR project in
Brazil in 1993. These efforts resulted in the execution of an MOU among RBS, IWC
and a subsidiary of Vanguard. In August 1995, in anticipation of the Vanguard
Exchange (as defined below under "Item 13. Certain Relationships and Related
Transactions--The Vanguard Exchange"), Vanguard assigned its participation
rights in the project to IWC, which entered into a shareholders' agreement with
RBS that contemplated the formation of Via 1. Pursuant to such agreement, the
Company and RBS agreed to contribute to Via 1 the companies through which they
hold their licenses and their applications for additional licenses. The Company
and RBS have also invited Arbi to participate in the project, and Arbi has
agreed to contribute to Via 1 all licenses it will control at the time of the
transaction and its applications for additional licenses. The Company's
contribution will be SRC, whose assets consist principally of licenses and fixed
assets.

     The Company's initial equity interest in Via 1 will be 65.1%, RBS' initial
equity interest will be 27.9% and Arbi's initial equity interest will be 7%. The
Company is negotiating certain options held by or to be granted to RBS and Arbi
which, if exercised in their entirety, would reduce the Company's interest in
Via 1 below 50%.

LICENSES AND INTERCONNECTION.  The Via 1 Licenses generally have terms of 15 
years, with the first licenses having been granted in 1994. These licenses, 
in aggregate, cover 800 channels in the 800 MHz frequency band, and 
applications for licenses on file cover an additional 12,000 and 4,500 
channels in the 800 MHz and 400 MHz frequency bands, respectively. In order 
to build its network as contemplated in its current business plan, Via 1 will 
have to secure additional channels. Negotiations are currently in progress to 
obtain additional channels, and the possibility of a further auction of 
channels in late 1997 has been discussed by the Brazilian government. 
However, there can be no assurance Via 1 will be able to obtain these 
channels at a reasonable price or at all. Under Brazilian law, operations 
must commence within one year of license grant, subject to extensions in 
certain circumstances. RBS and SRC failed to meet such deadlines with respect 
to a number of licenses. However, RBS and SRC have obtained extensions with 
respect to the deadlines for these licenses and have commenced, or, it is 
expected, will commence operations within the extended time period. The 
licenses held by SRC, RBS and Grupo Arbi contain no restrictions regarding 
the technology which may be used but, in certain cases, the licenses have 
operational requirements.  Further, new channels proposed to be granted by 
the Brazilian government in the future may have restrictions regarding the 
technology that may be used to provide trunking services.

     The continued operation of the Via 1 Project as well as the proposed 
transfer of the Via 1 Licenses to Via 1 are subject to receipt of certain 
approvals or authorizations from the Brazilian Ministry of Communications. 
There can be no assurance that such approvals or authorizations will be 
received. Failure to obtain such approvals could result in, among other 
things, the forfeiture of some or all of the Via 1 Licenses and could have a 
material adverse effect on the Company.

     Brazilian law allows full interconnection of ECTR services with the public
switched telephone network, although the terms of such interconnection have 
not yet been promulgated. Arrangements are in place with two of the four local
exchange operators on interconnection and additional interconnect arrangements
are under negotiation with the remaining local exchange operators. See "Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations--Additional Factors that May Affect Future Results--Project Level
Risks--Risk of Modification or Loss of Licenses; Uncertainty as to the
Availability, Cost and Terms of Licenses; Restrictions on Licenses."

EXISTING OPERATIONS AND DEVELOPMENT PLAN.  The Via 1 Project became operational
in July 1996 with six cell sites providing system capacity for 2,000
subscribers. Subject to the timely delivery of necessary equipment, Via 1 will
seek by the end of 1997 to construct cell sites to cover an additional 28 cities
in five states in Southern and Central Brazil increasing system capacity to
25,000 subscribers.   See "Item 7.  Management's Discussion and Analysis of
Financial Condition and Results of Operations--Additional Factors that May
Affect Future Results--Project Level Risks."

     Cell site transmission and switching equipment and network operations
management facilities are currently being installed in Belo Horizonte (Minas
Geiras), Campinas, Santos and Sorocaba (Sao Paulo) and Rio de Janeiro. A


                              Page 10 of 124 pages.
<PAGE>


combination of Uniden and Nokia infrastructure equipment is being used. As of
December 31, 1996, the Via 1 Project had 45 employees and was using the services
of approximately 5 additional outside engineering and installation personnel for
the construction of its network.

     In October 1996, in anticipation of the legal formation of Via 1, SRC
entered into a contract with Nokia pursuant to which Nokia is providing
equipment for the Via 1 Project.  It is anticipated that this contract will be
assigned to Via 1 on completion of the various legal and regulatory formalities
associated with Via 1's formation.

     Sales and marketing efforts will focus primarily on providing
cost-effective communications services to small- and medium-sized businesses in
the local distribution, financial services, utility and construction industries
in Southern and Central Brazil.

INVESTMENT AND BUDGETED CAPITAL EXPENDITURES.  As of December 31, 1996, the
Company had funded approximately $12.0 million into SRC. In addition, in
connection with the Vanguard Exchange, the Company allocated $5.9 million of the
consideration paid to Vanguard to license rights derived from Vanguard's right
to participate in the Via 1 Project that were obtained by the Company in the
Vanguard Exchange.

     Via 1 has budgeted capital expenditures of $9.8 million for 1997, primarily
for the construction of its network. Via 1 will seek to fund these expenditures
through a combination of external financing and equity or debt investments by
its shareholders. In accordance with the stockholders' agreement and Via 1's
current business plan, it is anticipated that the Company and Via 1's other
stockholders will be required to invest at least an additional aggregate amount
of approximately $12.3 million in Via 1 prior to December 1998. If Via 1 is
unable to obtain necessary financing in order to make such additional
investments, it will be required to delay its planned capital expenditures. See
"Item 7.  Management's Discussion and Analysis of Financial Condition and
Results of Operations--Additional Factors that May Affect Future Results--
Project Level Risks."

COMPETITION.  Via 1's primary competition consists of cellular services provided
by local exchange carriers and three other multi-site ECTR service providers
(M-Comcast, Airlink Servicios e Comercio and Radio Movil Digital). The Company
believes that Via 1 may have lower infrastructure and operating costs than many
of the cellular operators and, consequently, may have a pricing advantage over
traditional cellular services. Via 1 will accordingly seek to market its
services to small- and medium-sized businesses, which it believes are generally
more cost-sensitive than the retail customers targeted by cellular operators.
The Company does not believe that Via 1 will directly compete with two of the
three other multi-site ECTR service providers as these two operators are
focusing on the largest cities of Brazil and concentrating their marketing
efforts on the retail user as compared to Via 1's operations which are
anticipated to cover the broader geographic area of Southern and Central Brazil
and focus on the business user. The other ECTR operator, Radio Movil Digital,
has focused on non-networked traditional dispatch radio business.


                              Page 11 of 124 pages.
<PAGE>

CHINA REGIONAL CELLULAR

     The Company currently owns a 40% equity interest in SDL, a Hong Kong
corporation engaged in various cellular projects in China. The Company's
partners in SDL are STHL, which owns 53% of SDL, and Vanguard, which owns the
remaining 7% of SDL.

     SDL is engaged in the development of various regional cellular projects in
China with its local partner, the Chinese People's Liberation Army (the "PLA").
In recent years, the PLA has sought to use its extensive network of radio
frequencies for commercial purposes. To implement this policy, the PLA has
created business agencies which have developed and are operating regional
cellular networks in China with financial and technical support from foreign
telecommunications companies. SDL is the foreign partner in fourteen of these
projects which, as of June 30, 1996, were operational in the provinces of
Guangdong, Sichuan, Shangdong, Gansu, Hebei, Yunnan and Hainan. As of December
31, 1996, the projects had approximately 21,000 subscribers in the aggregate.

MARKET OPPORTUNITY.  With a population of over 1.2 billion, China is the most
populous country in the world. China has recently experienced rapid economic and
significant population growth, as evidenced by real GDP and population growth
rates of approximately 9.9% and 1.2%, respectively, for the year ended
December 31, 1995. With approximately 2.3 telephone lines per 100 POPs in 1994
and the recent steady privatization of the Chinese economy, the Company believes
that China has a large unmet demand for communications services.

REGULATORY ENVIRONMENT.  Foreign ownership of telecommunications operators is
currently prohibited in China. Accordingly, SDL has entered into cooperative
agreements with PLA operators pursuant to which SDL is providing equipment and
technical and engineering services necessary to build and operate such PLA
operators' networks.

LOCAL STRATEGIC PARTNER.  The Company's local strategic partner in SDL is STHL,
a Hong Kong company that owns one of the largest paging and internet service
providers in Hong Kong. STHL is also the Company's local partner in STOL, the
entity through which the Company holds its interest in RPSL, the Company's India
Regional Paging operating company.

PROJECT BACKGROUND.  In November 1996, the Company acquired a 40.0% equity
interest in SDL and entered into a shareholders agreement with SDL and STHL to
develop various regional cellular projects in China through SDL.  STHL then held
the remaining 60.0% of SDL.  In April 1997, Vanguard acquired a 7.0% equity
interest in SDL from STHL, thereby reducing STHL's equity interest in SDL to
53.0%.

LICENSE AND INTERCONNECTION.  The PLA owns an extensive network of radio
frequencies that it has sought to use for commercial purposes in recent years.
The existing PLA cellular networks did not allow interconnection with the public
telephone system until 1995 when the Chinese Ministry of Posts and
Telecommunication ("MPT") agreed to cooperate with the PLA in operating the
PLA's existing cellular networks and developing further projects. The joint
venture entities formed as a result of this agreement between the PLA and MPT
are referred to as the China Telecom Great Wall Mobile Communications ("China
Telecom Great Wall") joint ventures. In these joint ventures, the MPT provides
interconnection with the public telephone system and numbering services, and the
PLA makes available its 800 MHz frequencies and base station sites.

EXISTING OPERATIONS AND DEVELOPMENT PLAN.  Pursuant to cooperative agreements
with PLA operators, SDL provides equipment and technical and engineering
services necessary to build and operate the PLA's networks. These cooperative
agreements provide for either revenue or profit sharing arrangements pursuant to
which SDL is generally allocated a portion of the revenues or profits collected
by the PLA until SDL's development costs are recovered, after which time SDL's
share of revenues or profits will be reduced. Certain of these cooperative
agreements include purchase and sale agreements whereby SDL provides network
infrastructure equipment to the PLA. The cooperation agreements have terms
ranging from 10 to 20 years. SDL's percentage of revenues or profits ranges from
40.0% to 100.0% during the initial years and declines thereafter to as little as
30.0% of profits.

     As the PLA and MPT form the China Telecom Great Wall joint ventures in
various provinces in China, SDL will seek to participate in these joint ventures
by providing the financing, technical and engineering services necessary for the
construction and operation of the networks of the China Telecom Great Wall joint
ventures for a fixed period of


                              Page 12 of 124 pages.
<PAGE>


time under profit sharing arrangements. SDL intends initially to enter into
agreements with China Telecom Great Wall joint ventures to construct additional
networks in the provinces of Shandong, Hebei, Guangdong, Yunnan and Hainan.

INVESTMENT AND BUDGETED CAPITAL EXPENDITURES.  As of December 31, 1996, the
Company had expended $20.0 million to acquire its 40.0% interest in SDL.  SDL
has budgeted capital expenditures of $80.5 million in 1997, primarily to fund
network expansion. SDL expects to fund these capital expenditures through
project financings. See "Item 7.  Management's Discussion and Analysis of
Financial Condition and Results of Operations--Additional Factors that May
Affect Future Results--Project Level Risks."

COMPETITION.  The principal provider of cellular services throughout China is
MPT. It is believed that MPT is now constrained with regard to future subscriber
growth by limitations on additional available frequency and hence its decision
to form the China Telecom Great Wall joint ventures with PLA.  The second
largest provider of cellular services in China is Unicom, a joint venture
between the Ministry of Electronics, the Ministry of Power and the Ministry of
Railways formed to provide competition to MPT.

INDIA REGIONAL PAGING

     The Company indirectly owns a 7.0% equity interest in RPSL, a regional
provider of paging services in India, through its 70.0% interest in STOL, a
Cayman Islands company formed to pursue regional paging projects in the
Asia-Pacific region. The Company's partner in STOL, holding the remaining 30.0%
of STOL, is STHL, the Company's partner in SDL, the Company's China Regional
Cellular operating company. STOL's partners in RPSL are RPG Group ("RPG"), an
Indian company, and two Japanese companies, Itochu and Nippon Telegraph and
Telephone International ("NTTI").

MARKET OPPORTUNITY.  India is the second most populous country in the world with
approximately 930.8 million people at the end of 1995. India is divided into 25
States and 7 Union Territories. The Company believes that the top five
metropolitan areas in India are Greater Bombay, New Delhi, Calcutta, Madras and
Bangalore, which together account for almost 47 million people. India has
experienced rapid economic and significant population growth as evidenced by
reported real GDP and population growth rates of approximately 5.6% and 1.8%,
respectively, for the year ended December 31, 1995. With approximately 1.0
telephone lines per 100 POPs in 1994, the Company believes that India has a
large unmet demand for communications services.

     The Company believes that at the end of 1996, India had approximately
400,000 paging subscribers. Paging licenses were initially granted in 1995. Pent
up demand for paging services is expected to be met rapidly by the expansion of
new operators in the market, a maximum of four to five operators per city.

REGULATORY ENVIRONMENT.  Telecommunications in India is regulated by the
Department of Telecommunications ("DOT") which was set up as a separate entity
in 1985 after having existed as part of the Department of Posts and Telegraphs
("DPT") for almost 100 years. It is responsible for network planning,
maintenance and the management of telephone system in India. In 1991, the DOT
began the process of privatization of wireless services, including paging.

LOCAL STRATEGIC PARTNERS.  STOL's partners in RPSL include RPG Group that holds
60.0% of RPSL. RPG Group is one of the top five public companies in India with a
group turnover of $1.4 billion and a market capitalization of $1.1 billion. Its
main lines of business include power, tires, chemical products,
telecommunications services, financial services, and retail industries. Itochu,
a Japan-based international trading company holds 20.0% of RPSL; and NTTI,
another Japan-based international company and a subsidiary of the largest
telephone company in the world holds the remaining 10.0% of RPSL.

PROJECT BACKGROUND.  In August 1996, the Company invested $13.5 million for 
its 70.0% interest in STOL, which was formed to pursue regional and national 
paging projects in various countries in the Asia-Pacific Region. In addition 
to RPSL in which STOL has to date invested approximately $1.4 million, STOL 
is also pursuing paging projects in China, other cities and geographic areas 
in India, Indonesia, New Zealand, Taiwan and Thailand. STHL acquired 10.0% 
interest in RPSL in 1995. STHL contributed its interest in RPSL to STOL when 
STHL and the Company formed STOL. In February 1997, STOL funded $2.1 million 
for the purchase of additional shares to be issued by RPSL. The issuance of 
such shares is currently pending the receipt of certain governmental 
approvals. Upon the consummation of such issuance, STOL's equity interest in 
RPSL will increase to 19%, which will, in turn, increase the Company's 
indirect equity interest in RPSL to 13.3%.

                              Page 13 of 124 pages.
<PAGE>


LICENSES.  The DOT issued a number of 10-year licenses to allow 16 private
companies to provide paging services in 27 cities and 19 paging circles in India
(2 to 5 operators per city or circle). RPSL holds a 10-year paging operating
license in New Delhi, Madras and Ahmedabad.

EXISTING OPERATIONS AND DEVELOPMENT PLAN.  RPSL began operations in 1995, and as
of December 31, 1996, RPSL provided paging services to approximately 58,000
subscribers. RPSL has achieved an average of 46% market share in New Delhi,
Madras, and Ahmedabad which have an aggregate population of approximately 20
million population, based upon the most recently available data. RPSL has an
intention to acquire more operations in other cities when there are good
opportunities. RPSL is currently running on a POCSAG network and has planned in
1997 to adopt the Flex protocol in its second channel. Since its launch of
service in May 1995, RPSL has experienced a negligible churn rate. For the nine
months ended on December 31, 1996, RPSL realized revenue of approximately $5
million. In April 1995, STOL entered into an agreement with RPSL to provide
technical services for the installation, testing and commissioning of its paging
system and technical, sales and billing system. STOL has since helped RPSL in
the development of its MIS system, selection of hardware and software suppliers,
and provision of training in operation, sales and marketing.

INVESTMENT AND BUDGETED CAPITAL EXPENDITURES.  As of December 31, 1996, STOL had
expended approximately $1.4 million to acquire its 10.0% stake in and to make
capital contributions to RPSL.

     RPSL has budget capital expenditures of approximately $2.25 million for
1997 primary for network expansion. RPSL expects to fund these expenditures
through the issuance of an additional 9.0% shares to STOL at a total price of
approximately $2.1 million.

COMPETITION.  RPSL's primary competitors in the India paging market are
Microwave Communications Limited, Modi Korea Telecommunications Limited, DSS
Mobile Communications Limited and Hutchison Max Telecom Limited. Since the DOT
regulates the tariff, competition is limited to marketing and service. RPSL
seeks to maintain its market leader position by offering consistently high
quality service, building up customer loyalty, and widening distribution
network.

INDONESIA NATIONAL CELLULAR

     The Company indirectly owns a 19.8% equity interest in PT Mobile Selular
Indonesia ("Mobisel"), a provider of cellular services in Indonesia through its
28.3% direct equity interest in PT Rajasa Hazanah Perkasa ("RHP"), an Indonesian
company that owns 70.0% of Mobisel. Mobisel currently holds a provisional
license that covers 225 channels in the 480 MHz frequency band permitting it to
build and operate a cellular system throughout Indonesia. Mobisel commenced
operations in February 1996 after having acquired RHP's cellular operations,
which had approximately 17,000 subscribers at the time of the acquisition. As of
December 31, 1996 Mobisel had approximately 22,000 subscribers. For purposes of
this section, the term "Mobisel" includes RHP's cellular operations for periods
prior to their acquisition by Mobisel.

MARKET OPPORTUNITY.  Mobisel's provisional license was expanded in 1995 to cover
all of Indonesia, the fourth most populous country in the world with more than
195.3 million people. In recent years, Indonesia has experienced rapid economic
and significant population growth, as evidenced by real GDP and population
growth rates of approximately 7.3% and 1.6%, respectively, for the year ended
December 31, 1995. With approximately 1.2 telephone lines per 100 POPs in 1994,
rapid growth of businesses and international trade and a large and increasingly
affluent population, the Company believes Indonesia has a large unmet demand for
communications services.

     Mobisel's sales and marketing efforts principally focus on the suburban and
rural markets. The Company believes there is less competition in these markets
and that Mobisel may have a competitive advantage as a result of its technology
that the Company believes allows for broader geographic coverage at a lower cost
than that of Mobisel's principal competitors. The Company estimates that this
market segment currently comprises more than 145 million POPs, the great
majority of whom have no telephone service. Although Mobisel anticipates that
the majority of its subscribers will be located in suburban and rural markets,
it also seeks to further develop its urban market base. Mobisel has also
initiated the conversion of subscriber equipment from mobile phones in vehicles
to portable handsets. The Company believes that portable handsets provide
subscribers with increased usage opportunities.


                              Page 14 of 124 pages.
<PAGE>


REGULATORY ENVIRONMENT.  Since the early 1990s, the Indonesian government has
been deregulating its telecommunications industry in order to improve the
quality and expand the coverage of telecommunications services. Prior to that
time, cellular operators in Indonesia were typically given licenses of short
duration (six to ten years) which were subject to revenue-sharing arrangements
with PT (Persero) Telekomunikasi Indonesia ("Telkom Indonesia"), the state-owned
telecommunications company, that resulted in operators, including RHP, charging
over $5,000 per handset and thereby limiting the growth of the cellular market.
In 1994, the government changed its policy to allow arrangements whereby
cellular operators could form equity alliances with Telkom Indonesia. Under
these equity alliances, the government has provided longer license periods
(generally 20 to 25 years) and introduced more favorable interconnect
arrangements in line with international standards. Subsequent to this change in
governmental policy, Mobisel has reduced handset prices and has sought to
improve customer service and cellular coverage. Notwithstanding the government's
effort with respect to deregulation, the government continues to regulate
tariffs in the telecommunications market.

LOCAL STRATEGIC PARTNERS.  The Company's principal strategic partners in Mobisel
are Telkom Indonesia and Telkom Indonesia's pension fund ("YDPP"), which
directly own 25.0% and 5.0% of Mobisel, respectively; PT Deltona Satya Dinamika
("DSD"), which indirectly owns 17.0% of Mobisel through its 24.3% equity
interest in RHP; PT Bina Reksa Perdana ("BRP"), which indirectly owns 31.1% of
Mobisel through its 44.4% equity interest in RHP; and Nissho Iwai Corporation,
which indirectly owns 2.1% of Mobisel through its 3.0% equity interest in RHP.

PROJECT BACKGROUND.  In 1995, the Company invested $10.0 million in RHP, a
company formed in 1984 to provide cellular services in Indonesia. In October
1995, one of RHP's principal shareholders, Bell Atlantic, agreed to sell its
35.0% interest in RHP pro rata to RHP's other shareholders, including the
Company. Bell Atlantic's interest was purchased for a total amount of $17.1
million. As a result of the purchase of a portion of Bell Atlantic's interest in
RHP, the Company's interest in RHP increased to 25.0%.  In November 1995, RHP
contributed its cellular operations to Mobisel in return for a 70.0% interest in
Mobisel.  In October 1996, the Company purchased additional shares in RHP for
$8.6 million, thereby increasing its aggregate ownership interest in RHP to
29.2%. In March 1997, RHP issued and sold a 3% equity interest in RHP to Nissho
Iwai Corporation, an entity affiliated with Nissho Iwai International
(Singapore) Pte., Ltd. ("Nissho Iwai"), a financial institution that has
provided a credit facility to Mobisel, thereby diluting the Company's ownership
interest in RHP to 28.3% and its indirect interest in Mobisel to 19.8%.

LICENSE AND INTERCONNECTION.  Mobisel's provisional license permits nationwide
coverage. Pursuant to the terms of the license, Mobisel was obligated to and has
already completed providing service to West Java, including Jakarta, and is
obligated to and expects to provide service in all major population centers and
along major highways throughout Java, Bali, Lombok and Lampung by the end of
July 1997. The license requires that Mobisel complete construction of its
network no later than April 1998. The license has no fixed term, does not limit
the number of subscribers, but does require Mobisel to use Nordic Mobile
Telephone ("NMT") cellular technology. Until recently, the billing of Mobisel's
subscribers was performed by Telkom Indonesia. As a result, Mobisel relied on
Telkom Indonesia for information as to the number of its subscribers. In
December 1996, the customer billing function was transferred to Mobisel, which
now operates its own billing system, called BSCS. Mobisel operates under an
interconnection arrangement with Telkom Indonesia that permits Mobisel's
cellular network to be connected to the fixed telephone network operated by
Telkom Indonesia. This interconnection agreement provides for interconnection at
the rates published by the Ministry of Tourism, Post and Telecommunications in
Indonesia and shall remain in effect as long as Mobisel's operating license
remains in effect.

EXISTING OPERATIONS AND DEVELOPMENT PLAN.  As of December 31, l996, Mobisel
provided cellular services to approximately 22,000 subscribers. For the fiscal
year ended December 31, 1996, Mobisel's cellular operations realized revenues of
approximately $9.3 million and cash flow from operations generated a net loss of
approximately $4.2 million. Mobisel experienced an average monthly subscriber
churn rate of 2% for the ten months ended December 31, 1996.

     As of December 31, 1996 Mobisel had upgraded its system capacity to serve
approximately 35,000 subscribers by installing a new Nokia switch and had
completed the upgrade of 32 transmitter sites and constructed an additional five
new sites in and around Jakarta and Bandung. The Nokia switch is currently
operational, and links have been established to all 37 sites.  In addition,
Mobisel is in the process of introducing or expanding services in all major
population centers and along major highways throughout the rest of Java, Bali
and Lampung. Subject to the availability of financing, Mobisel plans to
construct 122 new transmitter sites in these areas, increasing the total number
of sites to


                              Page 15 of 124 pages.
<PAGE>


154, and to install four additional switches, thereby expanding system capacity
to serve approximately 85,000 subscribers. Mobisel has selected all of these new
sites and, subject to Mobisel's obtaining financing, expects to complete
construction of these sites by the end of the second quarter of 1997. In
addition, Mobisel intends to install new telephone switching exchanges in
Jakarta, Bandung, Semarang, Surabaya and Bali.

     As of December 31, 1996, Mobisel had a total of 286 employees and seven
contract persons working full time in Jakarta. Two of the contract persons are
provided by the Company to assist Mobisel in customer service and engineering
support. In return, it is anticipated that Mobisel will pay the Company certain
fees in 1996, representing the cost to the Company of these Company employees.

INVESTMENT AND BUDGETED CAPITAL EXPENDITURES.  As of December 31, 1996, the
Company had expended approximately $22.6 million to acquire its 29.2% interest
in, and to make capital contributions to, RHP. In addition, in connection with
the Vanguard Exchange, the Company allocated $11.5 million to license rights
derived from Vanguard's right to participate in Mobisel that were obtained by
the Company in the Vanguard Exchange.

     Mobisel has budgeted capital expenditures of approximately $95.1 million
for 1997, primarily for the construction of new transmitter sites and switching
systems which will expand geographic coverage and capacity.  In March 1996,
Mobisel obtained a five-year $60.0 million credit facility from Nissho Iwai to
finance the construction of its network. Borrowings under the credit facility
bear interest at a floating rate based on LIBOR and are secured by all of
Mobisel's assets and a pledge of all the capital stock held by RHP. RHP has also
guaranteed the credit facility. In addition, Mobisel agreed to assign to and
deposit with Nissho Iwai all of its cash, including revenues, loan drawings and
shareholders' advances. Borrowings under Mobisel's credit facility with Nissho
Iwai are limited to funds necessary for the construction of its network. As of
December 31, 1996, borrowings of approximately $60.0 million were outstanding
under this facility.

     In January 1997, Mobisel entered into a syndicated short-term notes
facility agreement with PT Bank Umura Servitia ("BUS"), as arranger, whereby the
banks agreed to purchase Indonesian Rupiah ("Rp") 60,000,000,000 of short-term
notes and interest notes of Rp15,000,000,000 (approximately $31.5 million in the
aggregate as of December 31, 1996).  Mobisel will require substantial additional
financing to complete its planned capital expenditures through 1997 and for
other cash needs. Although Mobisel is seeking to obtain such additional
financing from outside sources, there can be no assurance that it will be able
to do so. In such event, Mobisel would either seek such additional financing
from its shareholders or defer or abandon portions of its planned network
development. Such deferral or abandonment could result in the loss of Mobisel's
license, which could have a material adverse effect on the Company. See "Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources" and "-- Additional Factors that May
Affect Future Results--Project Level Risks."

COMPETITION.  Mobisel's primary competitors in the Indonesian telecommunications
market are PT Komselindo, PT Satelit Palapa Indonesia ("Satelindo"), Telkomcell
and Excelcomindo. The Indonesian Ministry of Tourism, Post and
Telecommunications regulates tariffs, and, as a result, competition is limited
to marketing and service. Mobisel seeks to differentiate itself from its
competitors by, among other things, offering wider coverage, flexible and
pricing packages targeted to specific market segments and focusing on customer
service.


                              Page 16 of 124 pages.
<PAGE>


INDONESIA NATIONAL ECTR

     The Company, through its wholly owned subsidiary, New Zealand Wireless
Limited ("NZW"), owns 15% of Mobilkom, a provider of ECTR services in Indonesia.
Mobilkom owns a national ECTR license for 160 channels in the 400 MHz frequency
band. Mobilkom commenced service in September 1995 and as of December 31, 1996
had approximately 4,000 subscribers.

MARKET OPPORTUNITY.  Mobilkom's license covers all of Indonesia, the fourth most
populous country in the world with more than 195.3 million people. Indonesia has
experienced rapid economic and significant population growth, as evidenced by
real GDP and population growth rates of approximately 7.3% and 1.6%,
respectively, for the year ended December 31, 1995. With approximately 1.2
telephone lines per 100 POPs in 1994, rapid growth of businesses and
international trade and a large and increasingly affluent population, the
Company believes Indonesia has a large unmet demand for communications services.

     Mobilkom's sales and marketing efforts focus primarily on providing
cost-effective wireless voice and data communications services to small- and
medium-sized businesses engaged in the local distribution, financial services,
utility and construction industries. Additionally, Mobilkom focuses on suburban
markets and industrial complexes that are being constructed outside the major
cities in Indonesia. Based on the estimated number of Private Mobile Radio
("PMR") users in Indonesia and the general movement from PMR to ECTR, the
Company believes that the market demand for ECTR services will continue to grow.

REGULATORY ENVIRONMENT.  Since the early 1990s, the Indonesian government has
been deregulating the telecommunications industry in order to improve the
quality and expand the coverage of telecommunications services. See "--Indonesia
National Cellular--Regulatory Environment." In connection with this
deregulation, the government has awarded several wireless licenses, including
cellular, ECTR and paging licenses, and has provided for interconnection with
the state-owned network. The Indonesian government continues to regulate the
tariffs charged by telecommunications companies to their subscribers.

LOCAL STRATEGIC PARTNERS.  The principal shareholders of Mobilkom include
Jasmine International Public Company Limited ("Jasmine"), a Thai
telecommunications company with operations throughout Asia, PT Inka Forindo Jaya
("PT Inka"), an Indonesian telecommunications and engineering company, and PT
Telekomindo Prima Bhakti ("Telekomindo"), a 40% owned investment subsidiary of
the national telephone company of Indonesia. The remaining 60% of Telekomindo is
owned by Rajawali Group, a private Indonesian entity. Jasmine, PT Inka and
Telekomindo own 56.25%, 15% and 5% of Mobilkom, respectively.

     Jasmine, directly and through its relationships throughout Asia, provides
Mobilkom with valuable technical, financial and strategic support. Mobilkom has
entered into a management agreement with Jasmine for the planning, construction
and implementation of the network and billing system.

PROJECT BACKGROUND.  In December 1991, the Company, through NZW, entered into a
joint venture agreement with several Indonesian telecommunications companies,
including Telekomindo, to develop a national ECTR system in Indonesia. In
June 1994, Jasmine acquired a 61.25% ownership interest in Mobilkom and
subsequently sold 5% of such interest to GS Capital Partners, an affiliate of
Goldman, Sachs & Co., in February 1995.

LICENSE AND INTERCONNECTION.  Mobilkom currently owns a five-year national
license which was issued on February 28, 1995 and covers 160 channels in the 400
MHz frequency band. Under the terms of the license, Mobilkom may request
extension of the license beyond the initial five-year term. The license has no
restrictions on capacity or the type of technology Mobilkom may use, and covers
over an estimated 195 million POPs.  Mobilkom has obtained government approval
for interconnection of its network with the network of Telkom Indonesia, the
state-owned telephone company.  Any termination of interconnection by Telkom
Indonesia would have a material adverse effect on Mobilkom. See "Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations--Additional Factors that May Affect Future Results--Project Level
Risks--Risk of Modification or Loss of Licenses; Uncertainty as to the
Availability, Cost and Terms of Licenses; Restrictions on Licenses" and
"--Dependence on Other Telecommunications Providers."


                              Page 17 of 124 pages.
<PAGE>


EXISTING OPERATIONS AND DEVELOPMENT PLAN.  Mobilkom's ECTR system is 
operational in the three largest cities of Java, including Jakarta. Mobilkom 
began selling its ECTR services in June 1995 and, as of December 31, 1996, 
had approximately 4,000 subscribers. For the fiscal year ended December 31, 
1996, Mobilkom realized revenues of $1.5 million while cash flow from 
operations generated a net loss of approximately $4.0 million. Mobilkom 
experienced an average monthly subscriber churn rate of less than 1% for the 
nine months ended September 30,1996.

     As of December 31, 1996 Mobilkom had the system capacity to serve
approximately 20,000 subscribers. Mobilkom is constructing a number of new
transmitter sites and, subject to the availability of financing, is planning to
invest in additional site capacity to increase capacity to 50,000 subscribers by
the year 2001. Nokia infrastructure equipment is being used by Mobilkom. As of
December 31, 1996, Mobilkom had a total of 87 full-time employees and 16
contract employees.

INVESTMENT AND BUDGETED CAPITAL EXPENDITURES.  As of December 31, 1996, the
Company had expended approximately $1.5 million to acquire its 15% interest in,
and to make capital contributions to, Mobilkom.

     Mobilkom has budgeted capital expenditures of $7.1 million in 1997,
primarily to fund the continued buildout of the network. Mobilkom expects to
fund these capital expenditures and the acquisition of subscriber terminals
primarily through an eight-year $50.0 million credit facility which it has
obtained from a syndicate of Thai banks. Borrowings under the credit facility
bear interest at a floating rate based on LIBOR and are secured by substantially
all of Mobilkom's assets and a pledge of all of the capital stock held by the
Company and Mobilkom's other shareholders. Jasmine has guaranteed borrowings of
up to $25.0 million under the credit facility. Such borrowings were primarily
used for construction of the network. The agreement governing this facility
contains certain covenants which, among other things, may restrict Mobilkom's
ability to pay dividends or make any other distributions to Mobilkom's
shareholders and, under certain circumstances, requires Mobilkom to require its
shareholders, including the Company, to make additional capital contributions to
Mobilkom. As of December 31, 1996, borrowings of approximately $20.2 million
were outstanding under this facility. See "Item 7.  Management's Discussion and
Analysis of Financial Condition and Results of Operations--Additional Factors
that May Affect Future Results--Project Level Risks."

COMPETITION.  As of December 31, 1996, the Indonesian government had awarded six
trunked radio licenses. However, operators under only three of these licenses,
including Mobilkom, were providing services as of December 31, 1996. The
Indonesian Ministry of Tourism, Post and Telecommunications regulates tariffs
and, as a result, competition is limited to marketing and service. The two other
existing ECTR operators, PT Jastrinda and PT Maesa, have designed their
infrastructures to primarily cover car mounted radio terminals. Mobilkom
differentiates itself from these competitors by, among other things, offering
portable handsets and the broadest geographic coverage of any of its
competitors.

MALAYSIA NATIONAL WLL

     The Company currently holds a 30% interest in STW, a provider of WLL
services in Malaysia. STW commenced a pilot program in Northern Malaysia in
1993, and acquired its first commercial subscribers by the end of 1994. In
December 1994, based on its success in Northern Malaysia, STW was granted a
national license to provide wireless telecommunications services in Malaysia. As
of December 31, 1996, STW served approximately 5,200 subscribers.

MARKET OPPORTUNITY.  Malaysia is one of the fastest growing countries in the
Asia-Pacific region. Malaysia has experienced rapid economic development and
significant population growth, as evidenced by real GDP and population growth
rates of 9.5% and 2.4%, respectively, for the year ended December 31, 1995. With
approximately 14.5 telephone lines per 100 POPs in 1994, rapid growth of
businesses and international trade and a large and increasingly affluent
population, the Company believes Malaysia has a large unmet demand for
communications services.

     In 1995, the Malaysian government announced a national telecommunications
plan that includes an objective to increase the country's telephone network from
approximately 2.8 million lines in 1994 to 9 million lines by the year 2000.
Based on conversations with the Malaysian Economic Planning Unit, STW believes
that Telekom Malaysia Berhad ("Telekom"), the national telephone company of
Malaysia, will not be able to provide more than 6 million lines by the year
2000, resulting in a shortfall of approximately 3 million lines.


                              Page 18 of 124 pages.
<PAGE>


     STW's sales and marketing efforts focus on this anticipated shortfall of
approximately 3 million telephone lines, primarily by pursuing opportunities
with businesses and housing developments in the growing urban and suburban
markets, which the Company believes are not adequately served by Telekom. STW
estimates that these markets currently cover more than 15 million POPs and
expects further growth in this market segment. In addition, STW is also
targeting small- to medium-sized businesses which require additional telephone
lines to satisfy their communication needs, including facsimile, data and
additional voice lines and which STW believes are not being adequately served by
Telekom.

REGULATORY ENVIRONMENT.  Prior to 1996, in an effort to meet the goal of 9
million lines by the year 2000, the Malaysian government began to permit private
companies to provide wireless communications service. However, in an apparent
reversal of its prior policies, in early 1996, the government announced a
program designed to consolidate the telecommunications industry in Malaysia into
a limited number of telecommunications companies. Pursuant to this program, the
government undertook efforts to cause the sale of STW to one of such surviving
telecommunications companies. STW resisted these efforts and, in July 1996, the
Malaysian government announced that it did not intend to proceed with this
consolidation program. However, there can be no assurance that the Malaysian
government will not initiate similar programs in the future, or that it will not
otherwise impose further restrictions on private or foreign telecommunication
providers. See "Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations--Additional Factors that May Affect Future
Results--Project Level Risks--Risks Inherent In Foreign Investment."

     In addition, during the time that the Malaysian government was proceeding
with its consolidation program, the government denied STW certain microwave
frequencies necessary for linking STW's radio base stations and switches. Also,
Telekom denied STW interconnection in certain regions not previously covered by
STW, which prevented STW from adding new subscribers in such regions. Since the
Malaysian government announced its intention not to proceed with the
consolidation program, it has granted STW such microwave frequencies, and
Telekom has begun to provide interconnection capability in such regions. STW is
also negotiating a new interconnection agreement with Telekom and certain other
telecommunications service providers, which it expects to be signed prior to the
expiration of STW's existing interconnection agreement with Telekom.  See "--
License and Interconnection" below.  However, there can be no assurance that the
Malaysian government will continue to grant additional microwave frequencies or
that Telekom or another telecommunications service provider will not impede
interconnection in the future, either of which could have a material adverse
effect on STW.

     Moreover, the Malaysian government has continued a number of other
restrictive policies, including a moratorium on further licensing of private
communications operators, a deferral on equal access (which allows a telephone
subscriber of one company to make domestic long-distance and international calls
through another telephone company) until 1999 and a limitation on foreign
investment in Malaysian telecommunication companies to no more than a 30% equity
interest. In addition, the Malaysian government continues to regulate tariffs.

LOCAL STRATEGIC PARTNER.  The Company's principal strategic partner in STW is
Shubila Holding Sdn Bhd ("Shubila Holding") whose equity interest in STW is 60%.
Shubila Holding is controlled by Rosli Bin Man, the former president of Cellular
Communications Network Sdn Bhd ("Celcom"), the largest cellular operator in
Malaysia. The remaining 10% of STW is owned by Laranda Sdn Bhd ("Laranda"), an
entity controlled by certain private individuals, including a former officer of
STW.

PROJECT BACKGROUND.  The Company began efforts to develop a WLL project in
Malaysia in 1993. In 1994, the Company and its local strategic partners acquired
STW, provided additional capital and obtained a national telecommunications
license. In March 1996, the Company entered into a shareholders' agreement with
its partners, which documented  the Company's 30% interest in STW.

LICENSE AND INTERCONNECTION.  STW's national wireless license was the second
such license awarded in Malaysia. STW believes that its license currently allows
it to provide a wide variety of communication services, including cellular, WLL
and long distance. The license has a term of 20 years and expires in 2014, at
which time STW will be required to seek governmental approval to renew the
license. The license does not restrict the type of technology STW may use, nor
does it contain any requirements regarding construction of the wireless
networks. The license allows for an unlimited number


                              Page 19 of 124 pages.
<PAGE>


of subscribers. STW has been granted authorization to utilize 6 MHz of spectrum
in the 800 MHz frequency band to provide WLL services in various parts of
Malaysia and has submitted applications for additional spectrum.

     STW has entered into an interconnect agreement with Telekom that permits
STW's wireless systems to be connected to Telekom's national telephone network.
Pursuant to this agreement, STW has the right to retain a substantial share of
local, long distance and international calling revenues generated by STW's
subscribers as well as a portion of the revenues generated by calls originating
elsewhere that terminate on STW's network. The interconnect agreement provides
for national coverage and expires in August 1997. STW is currently negotiating a
successor agreement with Telekom and certain other telecommunications service
providers.  Although STW believes that such a successor agreement will be
executed prior to the expiration of the existing agreement, any failure by STW
to obtain a successor agreement would have a material adverse effect on STW. In
addition, any successor agreement on terms less favorable to STW than the
current agreement could have a material adverse effect on STW. See "Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations--Additional Factors that May Affect Future Results--Project Level
Risks--Dependence on Other Telecommunications Providers."

EXISTING OPERATIONS AND DEVELOPMENT PLAN.  For the year ended December 31, 1996,
STW realized revenues of approximately $1.9 million while cash flow from
operations generated a net loss of approximately $6.8 million. As of
December 31, 1996, STW had approximately 5,200 subscribers, primarily in the
states of Penang and Keddah, two growing industrial regions in Malaysia. Due
primarily to the attempt by the Malaysian government to consolidate the
Malaysian telecommunications industry and the related adverse effects on STW,
which, among other things, hindered STW's marketing efforts and delayed network
deployment, STW's subscriber base, which had increased from 1,000 at
December 31, 1995 to 3,500 at June 30, 1996, declined to 2,200 as of
September 30, 1996.

     In October 1996, in connection with the acquisition of a controlling
interest in Shubila by an investor group headed by Rosli Bin Man, the former
president of Celcom, STW's senior management team was replaced by a new
management team consisting of Rosli Bin Man and certain former members of the
management of Celcom.  After the appointment of this management team and in part
because of the operational delays resulting from the Malaysian government's
attempt to consolidate the Malaysian telecommunications industry, the Company
and Shubila undertook an extensive review of STW's previous business plan and
strategy.  This review included an analysis of current market conditions and
requirements as well as an evaluation of other wireless technologies.  Based
upon this review, STW is pursuing one of these recently developed technologies,
which it believes will offer increased capacity, functionality and quality of
service to its customers.  The implementation of such new technology will
require the allocation of additional spectrum, and STW has recently submitted a
request to the Malaysian government for such allocation.  However, there can be
no assurance that such spectrum will be allocated to STW or, even if allocated,
that STW will be able to implement such new technology successfully.

     As of September 30, 1996 STW had 13 operational cell sites with an
additional 12 sites installed and awaiting interconnect. STW has a system
capacity of 34,000 subscribers. STW currently uses digital AMPS ("D-AMPS")
technology, which is a widely-used cellular standard prevalent throughout much
of the U.S. and supported by a number of large equipment suppliers.  STW's
network equipment and subscriber terminals are currently supplied by Ericsson
Telecommunications, Sdn Bhd ("Ericsson"), among other vendors.  As of December
31, 1996, STW had approximately 100 full-time employees.

INVESTMENT AND BUDGETED CAPITAL EXPENDITURES.  As of December 31, 1996, the
Company had expended $23.4 million to acquire its 30% interest in, and to make
capital contributions to, STW.

     Pursuant to STW's business plan, STW has budgeted capital expenditures of
approximately $ 48.9 million in 1997, primarily to fund the continued buildout
of its network. STW has funded a significant portion of its 1996 capital
expenditures with borrowings under its existing five-year Malaysian Ringgit 91.0
(approximately $36.0 million as of December 31, 1996) senior credit facility
(the "STW Credit Facility"). However, at December 31, 1996, STW had borrowed the
full amount available under the STW Credit Facility, and STW will require
substantial additional financing to complete its planned capital expenditures,
and for other cash needs, There can be no assurance that STW will be able to
obtain any such financing, in which case STW would be required to defer or
abandon portions of its planned network development, which would have a material
adverse effect on STW. See "Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations--Liquidity and Capital Resources,"


                              Page 20 of 124 pages.
<PAGE>


"--Additional Factors that May Affect Future Results--Project Level Risks--Risk
of Modification or Loss of Licenses; Uncertainty as to the Availability, Cost
and Terms of Licenses; Restrictions on Licenses" and "--Additional Factors that
May Affect Future Results--Project Level Risks--Dependence on Other
Telecommunications Providers."

     The STW Credit Facility has been provided by a syndicate of Malaysian banks
to finance the construction of STW's network. Pursuant to the terms of the STW
Credit Facility, the Company and STW's other shareholders have each executed a
"keep well" covenant pursuant to which they have agreed (i) to ensure that STW
will remain solvent and be able to meet its financial liabilities when due and
(ii) to ensure that the project is timely completed and to make additional debt
and equity investments in STW to meet cost overruns. In addition, Shubila
Holding and certain former directors of STW, including a former officer of the
Company, have guaranteed amounts payable under the STW Credit Facility.
Accordingly, the Company and the other STW shareholders could be jointly and
severally liable for amounts payable under the STW Credit Facility in the event
of a default by STW. In addition, each shareholder has agreed to subordinate all
amounts owing to it by STW to obligations arising under the STW Credit Facility.

     Borrowings under the STW Credit Facility bear interest at a floating rate
based on standard reference rates and are secured by substantially all of STW's
assets and a pledge of the STW stock held by the Company and STW's other
shareholders. In addition, STW has agreed to assign to, and deposit with, the
banks all of its cash, arising from sources including revenues, loan drawings
and shareholders advances. Under the terms of the STW Credit Facility, the
syndicate was granted an option, exercisable upon the occurrence of certain
events, to purchase 7.5% of the shares held by IWC and each of the other
shareholders of STW at a price under certain circumstances, equal to 50% of the
current market value at the time of exercise. The STW Credit Agreement contains
certain covenants that, among other things, (i) prohibit STW from paying
dividends or making other distributions to its shareholders and from incurring
any other indebtedness and (ii) prohibit IWC and the other shareholders of STW
from reducing their respective stockholdings in STW without the prior written
consent of the lenders. As of December 31, 1996, the STW Credit Facility, which
must be repaid in eleven semi-annual installments commencing October 1997, was
almost fully drawn.

     STW has a number of trade creditors to whom payments are past due. STW is
currently in discussions with these creditors regarding the amount and payment
terms for such trade payables and expects this matter to be resolved in an
acceptable manner.  However, there can be no assurance that this matter will be
resolved in a timely manner, or at all, or that STW's failure to resolve this
matter in a timely manner may give rise to rights in such creditors, including
the right to file an action for the winding up of STW.  In addition, the
shareholders of STW have in the past and may in the future be required in the
future to contribute additional capital to STW in order to address these trade
payables.  Further, under the "keep well" covenant of the STW Credit Facility,
the Company may be deemed liable for the entire amount of such trade payables,
which could have a material adverse effect on the Company.

COMPETITION.  There are currently four other licenses that permit the deployment
of WLL technology in Malaysia. STW's primary competitor is Telekom, which
provided service to approximately 2.9 million telephone subscribers as of
December 31, 1994. In addition, there are seven cellular providers, including
three PCS operators, providing service to approximately 950,000 subscribers. One
of these providers, Celcom, recently announced a significant expansion of its
WLL operations.

     Because the Malaysian government regulates tariffs, competition is limited
to marketing and service.  STW seeks to differentiate itself from its
competitors by, among other things, its rapid deployment of service, its
emphasis on customer service and billing and its focus on businesses and housing
developments in the growing urban and suburban markets.

MEXICO REGIONAL ECTR PROJECT

     The Company currently owns a 2.2% equity interest in Mobilkom Mexico, a
provider of trunked radio services in Mexico. Mobilcom Mexico holds licenses
covering an aggregate of over 4,300 channels in the 400 and 800 MHz frequency
bands covering the major cities in Northern and Central Mexico, including Mexico
City. Mobilcom Mexico commenced providing commercial service in July 1993 and,
as of December 31, 1996, provided service to approximately 28,000 subscribers.


                              Page 21 of 124 pages.
<PAGE>


MARKET OPPORTUNITY.  Strong government support for privatization and the
development of competitive alternatives to Telefonos de Mexico, S.A. de C.V.
("Telmex"), the national telephone company, as well as a need for enhanced
telecommunications services, have combined to make Mexico an attractive market
for investment in communications services. According to a private Mexican market
research group, the demand for new phone lines is projected to increase to 2.2
million by the year 2000, from the approximately 1.6 million in December 1995.

     The Mexican economy has, in the past, experienced periods of substantial
instability. Although the Company believes that the Mexican economy has begun to
stabilize and that Mexico is still an attractive market for telecommunications
services, the devaluation of the Mexican Peso in 1994 resulted not only in a
decline in the value of the Company's investment in Mobilcom Mexico, but also
significantly delayed the deployment of Mexico Mobilcom's network and
operations. See "Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations--Inflation; Currency Devaluations and
Fluctuations."

     Mobilcom Mexico's sales and marketing efforts currently focus primarily on
providing cost-effective local and regional dispatch radio and data transmission
services to businesses engaged in manufacturing and distribution. Regional
dispatch radio services are expected to be provided by a high-capacity digital
microwave network being completed throughout Central and Northern Mexico.
Mobilcom Mexico's existing licenses currently cover approximately 65 million
POPs.

REGULATORY ENVIRONMENT.  Since early 1994, the Mexican government has been
deregulating the telecommunications industry in order to improve the quality and
expand the coverage of telecommunications services. A new telecommunications
law, which became effective in June 1995, outlines the broad rules for the
opening of the local and long-distance service markets to competition. The
government has stated its intention to increase competition within the
telecommunication industries and its desire to attract foreign investment for
the purpose of improving Mexico's telecommunications infrastructure. However, in
June 1995, the Mexican government enacted legislation limiting foreign
investment in telecommunications companies, from which Mobilcom Mexico's current
operations are exempt.

LOCAL STRATEGIC PARTNERS.  The Company's strategic partners in Mobilcom Mexico
include: NEXTEL Communications, Inc. ("NEXTEL"), which currently owns a 38.0%
interest in Mobilcom Mexico; Grupo Comunicaciones San Luis S.A. de C.V.
("Grupo"), which currently owns a 21.0% interest in Mobilcom Mexico; Associated
SMR, Inc., an international cellular radio operating company; LCC Incorporated,
an international wireless engineering and design company; and certain investment
companies, including The Carlyle Group. NEXTEL also holds options to acquire up
to an additional 29.5% of Mobilcom Mexico on a fully diluted basis (the "Nextel
Options").

PROJECT BACKGROUND.  Mobilcom Mexico was formed in 1991 by Grupo to pursue
mobile trunked radio opportunities in Mexico. At the time of the Company's
initial investment in December 1992, Mobilcom Mexico had already obtained
licenses to provide trunked radio services covering a substantial number of
channels through Central and Northern Mexico. Following such investment,
Mobilcom Mexico began providing ECTR services, brought in additional partners
and obtained licenses for more channels both from the Mexican government and
through the acquisition of other local operators.

     The Company currently holds a 2.2% equity interest in Mobilcom Mexico.   In
January 1997, the Company became a party to a put-call option agreement (the
"Put-Call Agreement") among NEXTEL and certain other shareholders of Mobilcom
Mexico (the "Other Shareholders"), pursuant to which the Company has the right
and the obligation to sell its interest to NEXTEL upon exercise of a put option
by the Other Shareholders or a call option by NEXTEL, respectively.  The minimum
exercise price for such put option and call options is based upon a $150 million
valuation for Mobilcom Mexico, subject to adjustment for subsequent capital
calls, recapitalizations and the like. NEXTEL's call option will become
exercisable in October 1999.  The Other Shareholders' put option may, upon the
occurrence of certain events, some of which are within the control of the Other
Shareholders, become exercisable in October 1997 but will in any event become
exercisable in October 1999.

     In March 1997, Mobilcom Mexico announced a capital call to its
shareholders. The Company is currently evaluating whether to participate in such
capital call.  If the Company does not participate in such capital call, its
interest in Mobilcom Mexico will be diluted to 1.8%. In addition, if Nextel
exercises the Nextel Options in their entirety, the Company's interest in
Mobilcom Mexico will be further diluted to 1.3%


                              Page 22 of 124 pages.
<PAGE>


LICENSES AND INTERCONNECTION.  Mobilcom Mexico's existing licenses, which
contain expiration dates ranging from 2000 to 2016, include 1,976 channels in
the 400 MHz frequency band covering Central and Northern Mexico, and more than
2,370 channels in the 800 MHz frequency band covering Mexico City and areas in
Northeastern Mexico. The licenses do not contain restrictions on the type of
technology Mobilcom Mexico may use or on the number of subscribers. Mobilcom
Mexico's licenses, however, are subject to certain requirements and restrictions
which include build-out requirements and transfer restrictions. In particular,
Mobilcom Mexico's licenses generally require that they be held for at least
three years before they may be sold or transferred. Mobilcom Mexico has been,
and expects to continue to be, in full compliance with its license requirements.
Failure to satisfy such requirements, however, could result in a loss of
licenses, which could have a material adverse effect on Mobilcom Mexico.
Mobilcom Mexico has full interconnection capabilities through Telmex. Mobilcom
Mexico currently provides interconnection services to a limited number of its
subscribers, but expects to significantly increase subscriber interconnection as
it upgrades its network.

EXISTING OPERATIONS AND DEVELOPMENT PLAN.  As of December 31, 1996, Mobilcom
Mexico had approximately 28,000 subscribers in 25 cities throughout Central and
Northern Mexico, including Mexico City. For the fiscal year ended December 31,
1995, Mobilcom Mexico realized revenues of $5.3 million, while cash flow from
operations generated a net loss of approximately $22.5 million. For the six
months ended June 30, 1996, Mobilcom Mexico experienced an average monthly
subscriber churn rate of approximately 2.7%.

     As of December 31, 1996, Mobilcom Mexico had 48 transmitter sites and the
system capacity to serve approximately 38,020 subscribers. Mobilcom Mexico is in
the process of constructing 7 additional transmitter sites, thereby increasing
its total sites to 55 and expanding its network capacity to serve approximately
41,520 subscribers by the end of 1997. Motorola and Nokia technology is being
used by Mobilcom Mexico.

     Mobilcom Mexico had a total of 150 employees working full-time throughout
Northern and Central Mexico as of December 31, 1996.

INVESTMENT AND BUDGETED CAPITAL EXPENDITURES.  As of December 31, 1996, the
Company had expended approximately $2.1 million to acquire its 2.2% interest in,
and to make capital contributions to, Mobilcom Mexico.

     Mobilcom Mexico has budgeted capital expenditures of approximately
$57.2 million for 1997, primarily for the continued development and expansion of
its network. Mobilcom Mexico plans to fund such capital expenditures primarily
through financing under credit facilities, anticipated cash flow from
operations, as well as capital contributions from shareholders. See "Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations--Additional Factors that May Affect Future Results--Project Level
Risks."

     Mobilcom Mexico has obtained various financing arrangements to fund the
infrastructure equipment being used in the 400 MHz network. The Export Division
of the Bank of Finland is providing seven-year debt financing on 85% of the
estimated cost of the 400 MHz infrastructure equipment, most of which is being
supplied by Nokia. Nacional Financiera ("Nafinsa") is providing the remaining
15% of the estimated cost plus financing of freight, duties and infrastructure
installation. These loans are being made through Banco Mexicano, which has
established a $32.1 million line of credit for the 400 MHz network. Borrowings
under this credit facility bear interest at a floating rate based on LIBOR and
mature from 2000 to 2006. Borrowings under this credit facility are secured by
equipment purchased with such funds and all of the assets and capital stock of
RadioPhone, S.A. de C.V., a wholly owned subsidiary of Mobilcom Mexico, as well
as the capital stock of other Mobilkom Mexico subsidiaries that hold the
licenses under which Mobilkom Mexico operates. As of December 31, 1996,
borrowings of approximately $14.4 million were outstanding under this credit
facility. In addition to these bank financings, certain shareholders have made
loans to Mobilcom Mexico which in the aggregate equaled approximately $867,000
million as of December 31, 1996.

COMPETITION.  Wireless communications services are provided both by cellular and
ECTR operators in Mexico. As of June 30, 1996, Mobilcom Mexico was one of the
largest ECTR service providers in Mexico with approximately 28% of estimated
total number of ECTR subscribers. Mobilcom Mexico has three primary competitors
in the wireless communications market in Mexico: Radiocel, an ECTR operator with
approximately 20,000 subscribers, as well as Radiomovil Dipsa, S.A. de C.V.
(Commercial Telcel) with approximately 400,000 subscribers and Iusacell, S.A. de
C.V. with approximately 209,000 subscribers, both of which are cellular
communications providers. Mobilcom Mexico seeks to differentiate itself from its
competitors by, among other things, offering widespread coverage, a focus on
customer service and payment packages tailored to meet customer needs.


                              Page 23 of 124 pages.
<PAGE>


NEW ZEALAND NATIONAL ECTR

     The Company provides ECTR services in New Zealand through its wholly owned
operating company, TeamTalk. The licenses under which TeamTalk operates its ECTR
network cover an aggregate of over 280 channels in the 400 MHz frequency band.
TeamTalk commenced operations in 1994 and, as of December 31, 1996 served
approximately 5,600 subscribers throughout the North Island of New Zealand, as
well as in and around the city of Christchurch on the South Island.

MARKET OPPORTUNITY.  The Company believes that, as of December 31, 1996, there
were approximately 114,000 mobile radio subscribers in New Zealand, of which
approximately 100,000 subscribers used PMR. PMR, however, has limited coverage,
generally poor sound quality and a lack of privacy. As a result of these
limitations, together with the decision of the New Zealand Ministry of Commerce
to reallocate a number of frequencies, there is an ongoing transition in the New
Zealand mobile radio market from PMR to trunked radio.

     TeamTalk's sales and marketing efforts focus on a broad range of companies,
including trucking fleets and security businesses. TeamTalk believes that it is
able to provide smaller companies with a higher level of customer service than
Telecom New Zealand, its primary competitor. TeamTalk also believes that the
advanced features provided by its ECTR system should appeal to the needs of
larger companies. In addition, the Company believes that there is an opportunity
in New Zealand for trunked radio services in geographic areas that are not
currently covered by existing trunked radio operators. TeamTalk currently has
service in the major population centers throughout the North Island of New
Zealand as well as in the city of Christchurch on the South Island.

REGULATORY ENVIRONMENT.  The New Zealand communications market has been
deregulated and is now fully open to private companies to provide wireless
communications services.

LOCAL STRATEGIC PARTNER.  The Company has entered into a local strategic
alliance with BCL, a leading telecommunications engineering and operating
company and wholly owned subsidiary of Television New Zealand. BCL provides
TeamTalk with access to strategically located transmitter sites, many of which
are connected by a nationwide digital microwave and fiber optic network.

PROJECT BACKGROUND.  The Company began efforts to develop an ECTR project in New
Zealand in 1994. These efforts resulted in the formation of a joint venture with
BCL. TeamTalk was incorporated in 1995 and was owned in equal shares by the
Company and BCL. Effective April 30, 1996, the Company acquired BCL's 50%
interest in TeamTalk for an aggregate price of approximately $3.2 million, which
was substantially paid for in July 1996. In connection with this sale, BCL and
the Company entered into agreements whereby BCL agreed to, among other things,
provide TeamTalk with access to certain BCL cell sites, as well as access to
BCL's nationwide digital microwave and fiber optic network. These agreements
have terms of 20 years and provide for payments to BCL by TeamTalk.

LICENSE AND INTERCONNECTION.  TeamTalk has licenses to provide ECTR service for
approximately 280 channels. These licenses, which are renewable, have a term of
one year and have no construction requirements or restrictions with respect to
tariffs or the type of technology TeamTalk may use.

     In November 1994, the Company and BCL negotiated an arrangement with
Telecom New Zealand to provide full interconnection with TeamTalk's ECTR
network.  In December 1996, this arrangement was superseded by an
interconnection agreement entered into directly between TeamTalk and Telecom New
Zealand.

EXISTING OPERATIONS AND DEVELOPMENT PLAN.   The TeamTalk network is operational
in the major population centers throughout the North Island of New Zealand, as
well as in the city of Christchurch, the largest city on the South Island.
TeamTalk began selling its ECTR services in December 1994 and had approximately
2,500 subscribers by December 1995. As of December 31, 1996, the number of
TeamTalk's subscribers had grown to approximately 5,600. In 1996, TeamTalk
sought and received seek additional licenses allowing it to provide coverage in
the major population centers throughout New Zealand, and, as of December 31,
1996, its network had a capacity of approximately 7,000 subscribers. For the
fiscal year ended December 31, 1996, TeamTalk realized revenues of approximately
$1.2 million, while cash flow from operations generated a net loss of
approximately $3.9 million. For the year ended 1996, TeamTalk experienced an
average monthly churn rate of approximately 1.3%.


                              Page 24 of 124 pages.
<PAGE>


     As of December 31, 1996 TeamTalk had 26 full-time employees. TeamTalk
primarily uses Nokia infrastructure equipment.

INVESTMENT AND BUDGETED CAPITAL EXPENDITURES.  As of December 31, 1996, the
Company had invested approximately $11.6 million in TeamTalk, including the $3.2
million paid by the Company to acquire BCL's 50% interest in TeamTalk in
July 1996. Prior to the sale of its interest in TeamTalk to the Company, BCL had
invested approximately $4.5 million in TeamTalk. In addition, in connection with
the Vanguard Exchange, the Company allocated $1.7 million to Vanguard's 25%
ownership interest in TeamTalk, that was obtained by the Company in the Vanguard
Exchange.

     TeamTalk currently plans to spend approximately $6.3 million for capital
expenditures in 1997. TeamTalk is now actively seeking external debt financing
to fund these capital expenditures. If external debt financing is not obtained,
the Company anticipates funding TeamTalk's 1997 capital expenditures through
shareholder loans, capital contributions or a combination thereof.  See "Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations--Additional Factors that May Affect Future Results--Project Level
Risks."

COMPETITION.  Competition exists in the New Zealand telecommunications market.
TeamTalk's principal competitor is Fleetlink, a service provided by Telecom New
Zealand, which initiated the development of its trunked radio network in 1992.
TeamTalk believes that it has several competitive advantages over Fleetlink.
These include the use of Nokia ECTR technology, which is newer technology and,
consequently, provides a greater variety of features and services to customers
than the Tait technology used by Telecom New Zealand. In addition, TeamTalk
believes it provides superior customer service and greater flexibility on
billing than Fleetlink.

PHILIPPINES REGIONAL ECTR

     The Company owns a 19.0% beneficial interest in UTS, a provider of ECTR
services in the Philippines. UTS owns a license covering over 300 channels in
the 400 MHz frequency band permitting it to build and operate an ECTR system in
the Visayas and Mindanao regions of the country. UTS has applied for authority
to expand its service area into metropolitan Manila and other parts of Luzon to
make its present regional ECTR network nationwide in coverage. The application
has been evaluated on its merits by the National Telecommunications Commission
and the principal remaining issue appears to be the availability of frequency.
UTS commenced operations in July 1996, and as of December 31, 1996 had
approximately 180 subscribers.

MARKET OPPORTUNITY.  The Philippines, with a population of approximately 68.6
million people, has experienced economic development and rapid population growth
in recent years as evidenced by real GDP and population growth rates of 5.0% and
2.2%, respectively, for the year ended December 31, 1995. With approximately 1.5
telephone lines per 100 POPs in 1994, growth of business and international trade
and a large and increasingly affluent population, UTS believes the Philippines
has a large, unmet demand for communication services.

     UTS holds a license to operate an ECTR system in eight major cities in
Visayas and Mindanao, which have a total population estimated at greater than 27
million. The Company believes that Cebu, in the Visayas region, is one of the
fastest growing cities in the Philippines after metropolitan Manila. Davao, in
the Mindanao region, is an emerging economic center which has received
government infrastructure and development grants. The Company believes that the
other key cities covered by UTS' projects, Gen. Santos, Cagayan de Oro, Iligan,
Zamboanga, Iloilo and Bacolod, are also expanding.

     UTS' sales and marketing efforts focus on businesses located in the Visayas
and Mindanao region, where it believes the need for additional
telecommunications services is significantly greater than metropolitan Manila
where the majority of the telephone lines in the Philippines are concentrated.
In Visayas and Mindanao, the teledensity is much lower than the national
average, and is currently estimated by the Company to be approximately 0.7 and
0.3 telephone lines per 100 POPs, respectively. The Company believes that there
exist significant opportunities to provide wireless communications services in
these regions. UTS plans to target businesses whose operations involve the use
of field personnel, field offices, fleets of vehicles, and existing PMR
networks. UTS estimates this market segment to cover more than 7,500 businesses
with a potential of more than 30,000 subscribers.


                              Page 25 of 124 pages.
<PAGE>


REGULATORY ENVIRONMENT.  The Philippine government has recently begun
deregulating its telecommunications industry. However, the government has
continued a number of restrictive policies, including a limitation on foreign
investment in Philippine telecommunications companies to no more than a 40%
equity interest.

LOCAL STRATEGIC PARTNERS.  The Company's strategic partners in UTS are Marsman-
Drysdale Corporation ("MDC"), a large Philippine company with interests and
operations in agribusiness, food processing, tourism and communications
businesses among other businesses, and Filinvest Development Corporation
("FDC"), a large Philippine real estate investment company. George M. Drysdale,
a shareholder and former director of the Company, is Vice Chairman of MDC and
Chairman of UTS. Both MDC and FDC have extensive experience conducting business
in the Philippines and have provided UTS with valuable strategic support.

PROJECT BACKGROUND.  In March 1994, the Company in alliance with MDC and FDC
agreed to purchase a 49% equity interest in UTS. In September 1995, the Company
and its partners exercised an option to purchase an additional 31% of UTS' then
outstanding capital stock from another stockholder. The Company subsequently
purchased additional interests and subscribed for a capital call in UTS which,
upon the completion of certain registration formalities, will bring its
ownership interest to 19.0%.

LICENSES AND INTERCONNECTION.  UTS has received a legislative franchise and
final operating authority to install, operate and maintain an ECTR system in
eight cities in Visayas and Mindanao. Up to 320 paired channels in the 400 MHz
frequency band are potentially available to the project. UTS recently obtained
governmental approval for a new frequency allocation within the 400 MHz
frequency band, which new frequency was sought in part because of interference
at the frequency originally granted. UTS has been granted authorization to
operate its regional ECTR service in Visayas and Mindanao.

     UTS's franchise was renewed in July 1991, and it received final authority
to operate its ECTR network in early 1997. The franchise has a term of
twenty-five years from the date of renewal.  Tariff rates are subject to
approval by local regulatory authorities.  Interconnection among carriers is
mandated by law. UTS has an interconnection agreement with Radio Communications
of the Philippines, Inc. ("RCPI") for connection to the land-line telephone
system covering certain regions of the Philippines, including Visayas and
Mindanao.

     The interconnection agreement is renewable on a year-to-year basis. RCPI is
owned by Bayantel, a large privately-held telecommunications company. MDC owns
10% of RCPI. With this interconnection agreement, UTS subscribers can make and
receive local, regional and international calls. The revenue sharing arrangement
is in accordance with industry norm, providing that revenues are allocated 30%
to the originator, 40% to the carrier and 30% to the terminating party. UTS is
currently negotiating an agreement with the Philippine Long Distance Telephone
Company which, if entered into, would give it full interconnection capabilities
throughout the Philippines.

EXISTING OPERATIONS AND DEVELOPMENT PLAN.  The first link in the ECTR network,
the Cebu-Davao link, was completed in March 1996. The next link, the
Cebu-Cagayan de Oro link, was completed in July 1996. UTS has recently begun
marketing to potential subscribers. UTS plans to offer cellular-type calling,
dispatch radio, private long distance, and data transmission service from mobile
and fixed sites.

     UTS has signed equipment supply and service contracts with Nokia with a
total equipment and service price in excess of $3.0 million.

INVESTMENT AND BUDGETED CAPITAL EXPENDITURES.  As of December 31, 1996, the
Company had expended approximately $2.0 million to acquire its 19% interest in,
and to make capital contributions to, UTS. UTS has budgeted capital expenditures
of $4.3 million in 1997, primarily for infrastructure equipment. UTS has entered
into a credit facility with the Land Bank of the Philippines to partially fund
the cost of the ECTR network. Additional financing is expected to be provided by
equipment vendors or UTS shareholders. See "Item 7.  Management's Discussion and
Analysis of Financial Condition and Results of Operations--Additional Factors
that May Affect Future Results--Project Level Risks."

COMPETITION.  Wireless communications services are provided by cellular and
public trunked radio operators. As of December 31, 1996, there were five
companies providing cellular service in the Philippines. As of December 31,
1996, the estimated total cellular subscriber base was almost one million.
Cellular service is very popular and enjoys a high


                              Page 26 of 124 pages.
<PAGE>


level of public awareness in the Philippines. Price competition between existing
operators is intense, however. Although most cellular operators offer nationwide
service, their coverage is limited to urban areas.

     As of September 30, 1996, there were eight companies providing ECTR
services, most of which compete in the metropolitan Manila market. The ECTR
business was introduced in the Philippines in 1990 and, as of June 30, 1996,
there were approximately 18,800 subscribers, mostly in the Manila area.


                              Page 27 of 124 pages.
<PAGE>


III. DEVELOPMENTAL STAGE PROJECTS

     As of December 31, 1996, the Company had direct or indirect interests in
the following five developmental stage projects. Except as to the information
referred to in footnote (2) of the following table, the information set forth
below is as of December 31, 1996, and is qualified by reference to and should be
read in conjunction with the more complete descriptions of the developmental
stage projects set forth below.


<TABLE>
<CAPTION>
                                                                                                       EQUITY
                                                                                        POPS            POPS
                                                                                     COVERED BY      COVERED BY
DEVELOPMENTAL                                                           EQUITY        LICENSES        LICENSES
STAGE PROJECT                      LOCATION       TYPE OF PROJECT     INTEREST(1)   (MILLIONS)(2)   (MILLIONS)(2)
-------------                      --------       ---------------     -----------   -------------   -------------
<S>                                <C>            <C>                 <C>           <C>             <C>
Mexico National WLL                Mexico         National WLL           40.0%(3)       94.8           37.9(3)
Mobilcom (Private) Limited         Pakistan       National ECTR          90.0%(4)      130.1          117.1(4)
  ("Mobilcom Pakistan")
PeruTel S.A. ("PeruTel")           Peru           Regional ECTR          98.7%           9.2            9.0
Promociones Telefonicas S.A.       Peru           National Paging        66.0%          23.8           15.7
  ("Protelsa")
Taiwan Mobile Communications       Taiwan         National ECTR          20.0%          21.3            4.3
  Corporation ("TMCC")

</TABLE>



-----------

(1)  The developmental stage projects are generally subject to ongoing
     negotiations, compliance with local law, receipt of necessary governmental
     licenses and approvals and receipt of necessary corporate and other third
     party approvals. Accordingly, the Company's proposed participation in the
     developmental stage projects, as well as the nature and scope of the
     projects themselves, are subject to change. Likewise, there can be no
     assurance that necessary licenses and other approvals or financing will be
     received for these developmental stage projects, and the Company otherwise
     may elect not to pursue one or more of these developmental stage projects.

(2)  Based on the Company's estimate of the 1995 population covered by the
     operating license(s) of each project and on DRI/McGraw-Hill World Markets
     Executive Overview, Second Quarter 1996.

(3)  Represents the Company's proposed equity interest in this developmental
     stage project, which, under the terms of a memorandum of understanding
     ("MOU") with the Company's local partner, may be increased to 49.0%.

(4)  Reflects the anticipated sale of a 10.0% interest in this developmental
     stage project to the Company's local partner.


     UNLESS OTHERWISE INDICATED, INFORMATION SET FORTH BELOW REGARDING
POPULATION AND POPs, POPULATION GROWTH, GDP PER CAPITA, AND GDP GROWTH IS FROM
1995; DATA REGARDING POPs COVERED BY LICENSES IS BASED ON POPs DATA FROM 1995
AND LICENSES HELD AS OF DECEMBER 31, 1996; AND DATA REGARDING TELEPHONE LINES
PER 100 POPs AND THE WAITING TIME FOR INSTALLATION OF LAND-LINE TELEPHONES IS
FROM 1994. SUCH DATA HAS BEEN TAKEN FROM THE SOURCES INDICATED ABOVE UNDER 
"--BACKGROUND--DEMAND FOR COMMUNICATIONS SERVICES IN DEVELOPING COUNTRIES."

     As indicated below, the terms of the Company's proposed investment in the
developmental stage projects, including the percentage interest to be received
by the Company, are under negotiation and are typically provided for in MOUs
rather than definitive agreements and are typically subject to compliance with
local law and receipt of necessary licenses and approvals. There can be no
assurances that such licenses and approvals will be received. The Company's
anticipated investment and interest in these projects, as well as the scope of
the projects themselves, may change and the


                              Page 28 of 124 pages.
<PAGE>

Company may elect not to pursue one or more of the developmental stage projects
described below. See "Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations--Additional Factors that May Affect Future
Results--Project Level Risks--Early Stage of Development of Wireless Projects."

MEXICO WLL

BACKGROUND.  In March 1996, a local company was incorporated in Mexico City by a
prominent Mexican industrial group to provide telecommunications services in
Mexico. In May 1996, another local company was incorporated by such industrial
group to pursue a WLL business. This latter company expects to receive a
national WLL license within the next several months and has developed a
preliminary business plan and secured initial staffing.

     The Company executed an MOU with an individual member of such industrial
group in June 1996 which gives the Company the option to purchase a 40%
ownership interest in each of the two local companies described above. The
anticipated investment by the Company in the two local companies described
above, in the event the Company exercises its options, would be an aggregate of
approximately $18.5 million. The MOU also contemplates that one or more
strategic partners may be invited to purchase equity interests in the local
companies.

     In the event the Company and its local partner elect to proceed with the
investments described above, the local companies are expected to be organized
and managed on a coordinated basis, with each supporting the operations of the
other. The Company anticipates entering into a shareholders agreement with its
local partner providing, among other things, that each shareholder will provide
its proportionate share of all financing and all guarantees required for capital
equipment and operating expenses of each of the local companies and make its
proportional share of any and all capital contributions required by each such
company's approved business plan. In addition, each of the Company and its local
partner is expected to enter into a service agreement with the local company
formed to pursue the WLL business, pursuant to which it would provide
engineering, technical, marketing and management support to such company.

PAKISTAN NATIONAL ECTR

BACKGROUND.  Pakistan has a population of approximately 130.1 million people and
is one of the most populous countries in the world. The Company believes that
there exists substantial unmet demand for telephone services, as evidenced by
only 1.6 telephone lines in Pakistan per 100 POPs in 1994. Pakistan's real GDP
grew at a rate of approximately 4.5% during the year ended December 31, 1995.
Political unrest, which has inhibited foreign investment in Pakistan in the
past, has generally abated.

THE PROJECT.  In December 1995, the Company formed Mobilcom Pakistan. The
Company presently owns 100% of Mobilcom Pakistan, but expects that a 10.0%
interest will be acquired by its local partner, Habib Rafiq International
(Private) Limited ("Habib"). Habib is a major conglomerate in Pakistan with
interests in construction and other industries in addition to
telecommunications.  In connection with the Vanguard Exchange, the Company
allocated $5.4 million to Vanguard's right to participate Mobilcom Pakistan,
which rights were obtained by the Company in the Vanguard Exchange.

     In 1995, Mobilcom Pakistan was issued a national trunked radio license with
an initial term of 15 years. Various frequency bands were made available by the
Pakistan government for trunked radio operators. Mobilcom Pakistan elected an
allocation in the 800 MHz band and is currently awaiting government confirmation
of this frequency grant.  The Company has recently undertaken a review of
whether or not an economically viable ECTR project can be implemented in
Pakistan given the high level of local import duties and taxation and the
relatively low per capita income.  Under consideration are a selection of
technologies, network configurations and marketing focuses.  The Company is also
monitoring the progress of economic changes currently being implemented by the
government of Pakistan, including the reduction of government-imposed duties and
other tax schemes.  The Company believes that these types of economic changes
will have a favorable impact on its assessment of the financial viability of an
ECTR project in Pakistan.

     It is currently anticipated that Mobilcom Pakistan's business plan will
involve the building of regional networks initially covering the major
population centers of Karachi, Lahore and Islamabad and later, the traffic
corridors


                              Page 29 of 124 pages.
<PAGE>


connecting these cities. Though a number of other trunked radio licenses have
been granted, the Company believes that other operators will provide only local
dispatch service and this will not effectively compete with the service under
consideration by Mobilcom Pakistan.

PERU REGIONAL ECTR

BACKGROUND.  Peru has a population of 23.8 million. Peru's 1995 GDP per capita
was $2,640 and real GDP grew at a rate of approximately 6.6% during the year
ended December 31, 1995. The Company believes Peru also has one of the least
developed telephone networks in Latin America, with only 3.3 telephone lines per
100 POPs and a waiting time for installation of approximately 4.3 years in 1994.
The Company estimates that approximately half of Peru's telephone lines are
located in Lima, representing a penetration rate in the city of approximately 5%
and a penetration rate in the remainder of the country of less than 1%. The main
providers of telecommunications services in Peru are currently Telefonica de
Peru, the national telephone company that following privatization in 1994 is now
majority owned by Telefonica de Espana; and Tele2OOO, a provider of cellular
services in Lima, originally owned by the Delgado Parker Group, 58.7% of which
was recently acquired by Bell South for approximately $112 million.

     The deregulation of the telecommunications industry in Peru, other than the
removal of restrictions on foreign ownership, includes the offering of spectrum
grants to private enterprises and the reduction of import duties on
telecommunications equipment from a 1990 level of 66% to a current level
averaging approximately 16.5%.

THE PROJECT.  In May 1995 PeruTel S.A. ("PeruTel") was incorporated in Lima,
Peru to apply for ECTR licenses in Peru. The Company currently owns a 98.7%
interest in PeruTel, with the remainder owned by Marmaud S.A. ("Marmaud"), a
Peruvian telecommunications engineering company that is the Company's partner in
its Peru National Paging developmental stage project. OSIPTEL, the Peruvian
telecommunications regulatory authority, has awarded PeruTel an aggregate of 117
trunking channels throughout Peru, with 37 of such channels in Lima and the
remaining 80 channels in seven other smaller cities in Peru. The government has
also reserved an additional 453 channels for grant to PeruTel if it achieves
certain subscriber and traffic levels.  If all of these additional channels are
granted to PeruTel, such grants will increase the number of channels held by
PeruTel to 90 in Lima and an aggregate of 480 in the other seven cities in Peru.

     As part of its license application, PeruTel prepared and submitted a
network design to the Ministry of Telecommunications. Currently, PeruTel is
awaiting receipt of the proposed tariff agreement from the Ministry of
Telecommunications and, once finalized, it will then have 12 months to commence
construction of its network.

     The Company has invested approximately $200,000 in connection with the
establishment of PeruTel to date. The amount of the Company's future investments
in PeruTel is dependent upon the technology selected for PeruTel's trunking
network, and the selection of such technology is dependent upon market
conditions and the ability to obtain additional channels for network expansion
in the future.  Although the Company is currently evaluating the market
conditions and available technologies, the Company anticipates that an
additional investment of approximately $15 to $20 million will be required in
order for PeruTel to meet its business plan. See "Item 7.  Management's
Discussion and Analysis of Financial Condition and Results of Operations--
Additional Factors that May Affect Future Results--Project Level Risks."

PERU NATIONAL PAGING

BACKGROUND.  Peru has a population of 23.8 million, and, as more fully described
above, with 3.3 telephone lines per 100 POPs and a waiting time for telephone
installation of approximately 4.3 years in 1994, the Company believes there
exists significant unmet demand for telecommunications services in Peru.

THE PROJECT.  In December 1996, the Company acquired a 66.0% equity interest in
Protelsa, a company that holds a national paging license in Peru, from Marmaud
for a purchase price of $1.6 million. The Company's interest in Protelsa is held
through a wholly owned Bermudan subsidiary, and the remaining 34.0% of Protelsa
is held by Marmaud.

     Protelsa holds a national paging license for Peru and has recently begun
construction of its paging network.  Protelsa currently anticipates that it will
commence providing paging services in Lima during the second half of 1997,


                              Page 30 of 124 pages.
<PAGE>


with coverage in seven other cities in Peru to follow later in 1997 and 1998.
Protelsa has budgeted capital expenditures of $1.8 million for 1997, which it
expects to fund through capital contributions and vendor financing.

TAIWAN NATIONAL ECTR

BACKGROUND.  Taiwan has a population of approximately 21.3 million people, of
which approximately seven million live in and around the capital of Taipei.
Taiwan's 1995 GDP per capita of approximately $12,485 was one of the highest in
Southeast Asia. Until recently, the telecommunications industry in Taiwan was
highly restricted, with only the state-owned telephone company providing mobile
communications of any form. In 1994, there were less than 40 telephone lines per
100 POPs. In early 1996, the government of Taiwan announced that it would open
up the country's telecommunications sector to private enterprises.

THE PROJECT.  The Company and the proposed shareholders of a Taiwanese company
to be called TMCC have agreed to file joint applications for a number of mobile
voice and data licenses to provide national coverage of Taiwan. This project was
organized by Jason Wu and Central Investment Holding, Inc., both of whom are
existing shareholders of the Company, and certain other potential investors in
TMCC. Selection of the successful applicants by the government will not be done
on the basis of an auction, but rather based on the quality of the application,
the expertise demonstrated in the application and other factors. License
applications have been submitted, and license awards are expected to be
announced during the first half of 1997.

     To date, the Company has funded $3.0 million to the project as a license
deposit to support the license applications. If such licenses are granted,
through a combination of direct and indirect ownership and revenue sharing
agreements, such deposit will be converted into a 20% economic interest in the
joint venture. The Company believes that, on the basis of its experience in
providing ECTR services and the quality of its local partners, it is well
positioned to receive one or more of the licenses for which it will apply,
although no assurance can be given that any such licenses will be awarded. See
"Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations--Additional Factors that May Affect Future Results--Project Level
Risks--Risk of Modification or Loss of Licenses; Uncertainty as to the
Availability, Cost and Terms of Licenses; Restrictions on Licenses."

IV.  COMPETITION

     Because the implementation of wireless technologies is at a early stage of
development in many developing countries, the Company believes there are
significant opportunities to form, develop and operate companies that deploy
these technologies. The Company believes its business will become increasingly
competitive, particularly as businesses and foreign governments realize the
market potential of wireless technologies. A number of large American, Japanese
and European companies, including RBOCs and major international carriers, are
actively engaged in programs to develop and commercialize wireless technologies
in developing countries. Most of these companies have substantially greater
financial and other resources, research and development staffs and technical and
marketing capabilities than the Company. The Company's operating companies and
developmental stage projects will frequently compete against traditional
land-line companies (i.e. local telephone companies), cellular telephone
companies and direct competitors using the same wireless technologies as the
operating companies. The Company's competitive strategy depends on the service
offered and the competitor. For example, the Company's strategy is for its ECTR
operating companies to compete against cellular telephone service providers by
offering greater functionality at lower cost, particularly for business users,
to compete against traditional land-line carriers by offering better service,
faster deployment and lower construction costs and to compete against direct
competitors, including those formed by large American, Japanese and European
companies, by relying on local partners to obtain operating licenses and provide
access to existing telecommunications asset bases. There will, however, be
increasing competition for licenses; and there will be increased competition
once licenses are obtained from both other wireless operators and, in some
cases, from government-owned telephone companies. Although the Company intends
to employ new technologies, there will be a continuing competitive threat that
even newer technologies will render the wireless systems employed by certain
operating companies obsolete. There is no assurance that any of the Company's
operating companies or developmental stage projects will compete successfully in
the marketplace. See "Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations--Additional Factors that May Affect Future
Results--Project Level Risks--Competition."


                              Page 31 of 124 pages.
<PAGE>


V.   TECHNOLOGY

CELLULAR TELEPHONE

     Cellular telephone was first commercially introduced in Sweden in 1976.
Commercial introduction in the United States occurred in 1983. Cellular services
are now broadly available in developed countries and are available or being
introduced in most developing countries around the world.

     The principle of cellular telephone service is coverage of the target
market with a number of overlapping "cells" each centered on a low tower or cell
site. In its simplest configuration, a cellular telephone system consists of a
series of cell sites, each with a cellular tower. Cell sites are linked to a
mobile telephone switching office, which consists of a central computer which
controls the network, and a switch to route calls between cells and the public
switched telephone network.

     Currently, most cellular systems use analog technologies such as AMPS (U.S.
standard), TACS (UK/European standard) or NMT (European standard). In some high
density markets analog systems are reaching their capacity limits and are being
supplemented with new digital technologies that offer greater capacity than
analog systems.

     Several digital cellular technologies have been developed in the last three
to five years. D-AMPS has been introduced as an upgrade for operators of
existing AMPS systems. D-AMPS nominally provides three times the capacity of
analog systems and is now a mature and well proven technology. In Europe, the
Global System for Mobile Communication ("GSM") standard has been developed and
is widely available throughout Europe and Asia. GSM provides approximately two
to three times the capacity of analog systems and has the additional benefit of
international roaming due to its broad availability and system compatibility.
Another new digital technology, Code Division Multiple Access ("CDMA"), is being
introduced in the U.S. and several other major countries. CDMA provides the
highest capacity of any digital cellular technology at this point, with six to
ten times analog system capacity in a mobile environment. Its first commercial
deployment in Hong Kong has been successful, and it is now being planned for
deployment in Personal Communications Services ("PCS") networks in the United
States and elsewhere.

     Despite the introduction of these digital technologies, analog networks
continue to dominate markets in most countries. For example, even after the
introduction of GSM services in Scandinavia, the NMT analog service continues to
experience significant growth, partly due to its superior coverage outside of
the major cities in the region. Two new enhancements, NMT 450-I and NMT 900-I,
provide NMT networks with GSM-like functionality, including calling number
display, short message service, voice mail indicator and real-time clock. In
addition, a common GSM/NMT number facility is now available.

     Spectrum for cellular is usually allocated in the 400 MHz, 800 MHz or
900 MHz frequency bands, depending on the country and the standard used. In many
countries, spectrum is also being made available in the 1.8 and 1.9 GHz "PCN"
and PCS bands. PCS is essentially a variant of cellular telephone operating in
different frequency ranges, but providing similar services. In the U.S. market,
PCS is being targeted mainly towards the residential and individual subscriber
markets, where it competes not only with cellular but with existing wireline
telephone services. In developing countries, the availability of PCS spectrum
provides opportunities for operators to address both the mobile and fixed
telephone markets.

 WIRELESS LOCAL LOOP

     WLL refers to a group of technologies designed to provide customer access
to the public switched telephone network using wireless radio technologies
rather than traditional wire or fiber optic lines.

     A WLL system typically consists of a number of radio base stations (similar
to cell sites used for cellular telephone) covering the target market area, a
switching center, and fixed subscriber terminals on the subscriber's premises.
On the fixed subscriber terminal a standard telephone jack allows connection to
standard telephone equipment. In some systems portable handsets are available,
providing the added value of wide-area cordless telephone service to the
subscriber.


                              Page 32 of 124 pages.
<PAGE>


     The Company believes that WLL is an attractive technology for the rapid
expansion of telephone facilities in developing countries. The use of digital
technology provides substantially greater capacity than analog alternatives
which the Company believes results in WLL being a cost-effective communications
solution.

     Several types of technology can be used to provide WLL. These include
(i) cellular telephone technologies such as CDMA, D-AMPS or GSM which are
suitable for providing WLL, wide-area cordless and combined WLL/PCS services,
(ii) "PSTN Transparent" technologies, designed specifically for WLL
applications, which provide a direct replacement to the traditional wireline
(cable based) local loop in a manner which is completely transparent to the
user, and (iii) new digital cordless technologies such as Digital European
Cordless Telephone (DECT) and the Japanese Personal HandiPhone System (PHP/PHS).

 ENHANCED CAPACITY TRUNKED RADIO

     ECTR refers to a group of technologies designed to provide a combination of
cellular telephone, specialized mobile radio ("SMR") dispatch services, paging
services, data services, wide-area subscriber roaming and fixed site services
(WLL) all on a single system. Typically known as "Business Cellular," or
"Business Communications Services," the technology was developed in Europe in
the early 1980's as an outgrowth of previously developed cellular telephone and
trunked radio technology. Trunked radio was developed in the U.S. in the early
1970's to allow users of traditional single channel, PMR systems to share
channels in a dynamic manner, thereby increasing system capacity and reducing
competition for channels among users. Trunked radio has been traditionally used
for dispatching trucks, taxis, and other fleet vehicles.

     In creating ECTR, a group of leading manufacturers (including Nokia,
Motorola and Phillips) combined existing cellular telephone and trunked radio
technologies and incorporated new features to optimize the technology for
business users. The resulting "MPT 1327" technology is now one of the leading
trunked radio technologies in the world in terms of number of countries in which
it is deployed. Most countries in Western Europe now have commercial MPT 1327
systems, as do many countries in Eastern Europe, Asia and Latin America.

     MPT 1327 is a combination of analog (traffic channels) and digital (control
channels) technology. An MPT 1327 system user can (i) make cellular calls on
terminals similar in size to GSM cellular telephone terminals, (ii) dispatch
vehicles and control field personnel, (iii) transmit data to fax machines and
mobile and fixed site computers, (iv) page users and provide short messages on
the terminal display, (v) connect out-of-office employees into office PABXs to
provide the functionality of the office PABX away from the office, and
(vi) provide primary or second line service to fixed sites (wireless local
loop). The Company believes that MPT 1327 ECTR technology provides these
capabilities at a lower cost per subscriber than cellular telephone in most
applications.

     An added advantage of MPT 1327 ECTR is its ability to operate in numerous
frequency bands. The Company has found that this frequency flexibility makes it
easier to obtain frequency allocations to establish ECTR operations in
developing countries. Also, as MPT 1327 supports cellular calling services, the
Company has been able to obtain substantial blocks of ECTR frequency in its
project countries, and provide business cellular service, without paying the
high license fees typically paid for cellular licenses.

     ECTR technologies continue to develop and evolve. The Company continually
evaluates these developments and adapts them as appropriate.

 PAGING

     Paging is a well-established technology, with service widely available in
most developed and developing countries. A paging system typically consists of a
number of transmitter sites, connected to a central messaging center. The
messaging center receives incoming messages from the public telephone network
and prepares batches of messages for transmission to subscribers.

     Paging systems are normally based on industry standard transmission
protocols, the most common being POCSAG 512. Newer systems such as POCSAG 1200
and Motorola "Flex" provide higher capacity by using higher transmission speeds.


                              Page 33 of 124 pages.
<PAGE>


     Two way paging systems are now available, allowing message acknowledgment
responses and short data messages to be sent back by the paging subscriber.
These systems normally require multiple receiver sites in the network to ensure
reliable reception of low power transmissions from pagers. Depending on the
technology used, existing paging systems can be upgraded to incorporate this
capability.

     As paging networks are essentially broadcast messaging systems additional
applications can also be supported by the existing infrastructure, such as news
retrieval, stock market quotes and weather forecasts. In developing countries
where telephone penetration is low, paging often provides an affordable
alternative to public telephone service. The high penetration rates of paging in
China and Hong Kong are indicative of this phenomenon. When used in conjunction
with public voice mail services (which are often provided by paging operators),
a "virtual telephone" service can be provided.

VI.  EMPLOYEES

     As of December 31, 1996, the Company had 32 employees, including four local
country managers. None of the Company's employees are subject to collective
bargaining agreements. The Company believes that its relations with its
employees are good.

VII. INCORPORATION HISTORY

     IWC was incorporated in Delaware in January 1992.  In July 1996,
International Wireless Communications Holdings, Inc. ("IWC Holdings") was formed
as a holding company with no business operations of its own.  In August 1996,
through a merger transaction, IWC became a wholly owned subsidiary of IWC
Holdings, and each outstanding share of the capital stock of IWC was exchanged
for 40 shares of the same class and series of the capital stock of IWC Holdings
(the "IWC Reorganization").

ITEM 2.   PROPERTIES

     The Company leases approximately 8,600 square feet of space in a facility
located in San Mateo, California. The lease provides for current annual rent,
including expenses, of approximately $219,000 per year. Lease payments are
subject to adjustment in the event of increases in property taxes and other
events.

ITEM 3.   LEGAL PROCEEDINGS

     The Company is not a party to any litigation at the present time.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matters were submitted to a vote of the security holders of the Company
during the fourth quarter of 1996.


                              Page 24 of 124 pages.
<PAGE>


                                     PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

I.   TRADING MARKET.

     There is no established trading market for the Registrant's capital stock.
As of December 31, 1996, there were 636,720 shares of the Registrant's Common
Stock outstanding held of record by six  stockholders, and 16,906,400 shares of
the Registrant's Preferred Stock outstanding held of record by 54 stockholders.
The Registrant's outstanding shares of Preferred Stock consisted of 933,200
shares of Series A Preferred Stock, 1,229,240 shares of Series B Preferred
Stock, 1,762,280 shares of Series C Preferred Stock, 3,652,960 shares of Series
D Preferred Stock, 3,972,240 shares of Series E Preferred Stock and 5,356,480
shares of Series F Preferred Stock.

II.  RECENT SALES OF UNREGISTERED SECURITIES.

     In August 1996, in connection with the IWC Reorganization, the Registrant
issued an aggregate of 348,960 shares of Common Stock, 1,200,000 shares of
Series A Preferred Stock, 1,229,240 shares of Series B Preferred Stock,
1,762,280 shares of Series C Preferred Stock, 3,652,960 shares of Series D
Preferred Stock, 3,972,240 shares of Series E Preferred Stock and 5,356,480
shares of Series F Preferred Stock to the then existing stockholders of IWC in
exchange for all of the then outstanding shares of capital stock of IWC.  See
"Item 1. Business--Incorporation History."   In connection with the IWC
Reorganization, the Registrant also issued options to purchase an aggregate of
1,922,960 shares of Common Stock of the Registrant at exercise prices ranging
from $0.25 per share to $9.38 per share under the Registrant's Stock Plan (as
defined below under "Item 11. Executive Compensation--1996 Stock Option/Stock
Issuance Plan") in exchange for then outstanding options to purchase an
aggregate of 48,598 shares of the Common Stock of IWC.

     In August 1996, the Registrant issued 266,800 shares of Common Stock to a
stockholder of the Registrant upon the voluntary conversion by such stockholder
of 266,800 shares of the Series A Preferred Stock of the Registrant then held by
such stockholder.

     In August 1996, the Company issued 196,720 units, each consisting of a
$1,000 principal amount 14% Senior Secured Discount Note due 2001 (an "Old Note"
and, collectively, the "Old Notes") and one warrant to purchase 11.638 shares of
Common Stock (a "Warrant" and, collectively, the "Warrants") for total gross
proceeds of $100 million (the "Debt Offering").

     The Old Notes were subsequently exchanged for registered notes (the
"Exchange Notes") that are substantially identical (including principal amount,
interest rate, maturity, exchange and ranking) to the Old Notes in November
1996.   The Old Notes and the Exchange Notes are hereinafter collectively
referred to as the "Notes."  See also "Item 13. Certain Relationships and
Related Transactions--The Debt Offering."   If the Registrant does not complete
a public offering of shares of its Common Stock in which the Registrant raises
at least $50 million in net cash proceeds on or before May 15, 1997, the number
of shares issuable upon exercise of each Warrant shall increase from 11.638 to
14.283.  On March 27, 1997, the Board of Directors of the Registrant determined,
based upon discussion with prospective underwriters, that it was unlikely that
the Registrant will complete such an offering on or before May 15, 1997.  The
terms of the Warrants, the Old Notes and the Exchange Notes are incorporated
herein by reference to the Registrant's Final Prospectus filed with the
Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended,
on November 21, 1996 (Reg. No. 333-11987).

     In November 1996, the Registrant issued options to purchase 20,000 shares
of Common Stock at an exercise price of $9.38 per share to an individual
employee of IWC under the Stock Plan; and in December 1996, the Registrant
issued options to purchase an aggregate of 60,000 shares of Common Stock at an
exercise price of $9.38 per share to two employees of IWC under the Stock Plan.
Also in December 1996, the Registrant issued and sold 20,960 shares of Common
Stock to a former director of the Company for an aggregate purchase price of
$5,240 upon exercise of a then outstanding option to purchase such shares held
by such director.


                              Page 35 of 124 pages.
<PAGE>


     Since December 31, 1996, the Registrant has issued options to purchase an
aggregate of 425,282 shares of Common Stock at an exercise price of $9.38 per
share to various service providers of the Company.

III. DIVIDENDS

     The Registrant has never paid cash dividends on its capital stock.  The
Registrant currently intends to retain its available funds from earnings for
future growth and, therefore, does not anticipate paying any cash dividends on
its capital stock in the foreseeable future. In addition, the indenture
agreement governing the Notes (the "Indenture") prohibits the Registrant from
paying dividends while the Notes are outstanding.


                              Page 36 of 124 pages.
<PAGE>


ITEM 6.   SELECTED CONSOLIDATED FINANCIAL DATA

                      SELECTED CONSOLIDATED FINANCIAL DATA
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)

     The following selected consolidated balance sheet and statement of
operations data should be read in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and the financial
statements and related notes thereto included elsewhere in this Annual Report on
Form 10-K. The consolidated selected financial data as of and for the years
ended December 31, 1993, 1994, 1995 and 1996 are derived from, and qualified by
reference to, such financial statements, which have been audited by KPMG Peat
Marwick LLP, independent public accountants, whose report indicated a reliance
on other auditors relative to certain amounts relating to the Company's
investment in RHP as of and for the years ended December 31, 1995 and 1996. The
independent auditors' report as of and for the years ended December 31, 1995 and
1996 are included elsewhere in this Annual Report on Form 10-K. The consolidated
selected financial data as of and for the year ended December 31, 1992 were
derived from financial statements which have been audited by other auditors. The
predecessor to the Registrant was incorporated in January 1992.

<TABLE>
<CAPTION>
                                                                                     YEARS ENDED DECEMBER 31,
                                                                                     ------------------------
                                                                   1992         1993           1994           1995         1996
                                                                   ----         ----           ----           ----         ----
                                                                                          (IN THOUSANDS)
<S>                                                             <C>          <C>            <C>            <C>           <C>
STATEMENT OF OPERATIONS DATA:
Operating revenue. . . . . . . . . . . . . . . . . . . . . . . .$     --     $     --       $     --       $     --      $    869
Cost of revenue. . . . . . . . . . . . . . . . . . . . . . . . .      --           --             --             --         1,948
                                                                --------     --------       --------       --------      --------
                                                                      --           --             --             --        (1,079)
Operating expenses:
  Selling, general and administrative expenses . . . . . . . . .     169          809          2,481          6,365        17,333
  Equity in losses of affiliates . . . . . . . . . . . . . . . .      --           --             --          3,756        11,783
  Minority interest in losses of consolidated subsidiaries . . .      --           --             --             --          (275)
                                                                --------     --------       --------       --------      --------

     Loss from operations. . . . . . . . . . . . . . . . . . . .    (169)        (809)        (2,481)       (10,121)      (29,920)
Other income (expense):
  Interest income. . . . . . . . . . . . . . . . . . . . . . . .       5            2            106            232         1,823
  Interest expense . . . . . . . . . . . . . . . . . . . . . . .      --          (33)          (115)        (1,354)       (6,790)
  Other expenses . . . . . . . . . . . . . . . . . . . . . . . .      --           (1)           (13)           (28)       (1,021)
                                                                --------     --------       --------       --------      --------

     Net loss. . . . . . . . . . . . . . . . . . . . . . . . . .   $(164)       $(841)       $(2,503)      $(11,271)     $(35,908)
                                                                --------     --------       --------       --------      --------
                                                                --------     --------       --------       --------      --------

<CAPTION>

                                                                                           DECEMBER 31,
                                                                                           ------------
                                                                   1992         1993           1994           1995         1996
                                                                   ----         ----           ----           ----         ----
                                                                                          (IN THOUSANDS)
                                                                                          --------------
<S>                                                                <C>          <C>          <C>            <C>           <C>
BALANCE SHEET DATA:
Total current assets . . . . . . . . . . . . . . . . . . . . . .   $   4       $  701        $12,580       $ 26,851      $ 54,408
Property and equipment, net. . . . . . . . . . . . . . . . . . .      10           15             88          4,269        18,426
Investments in affiliates. . . . . . . . . . . . . . . . . . . .     322        1,723          5,427         52,280        68,394
Telecommunication licenses and other intangibles, net. . . . . .      --           --             --         12,186        18,484
License deposit. . . . . . . . . . . . . . . . . . . . . . . . .      --           --             --             --         3,042
Debt issuance costs, net . . . . . . . . . . . . . . . . . . . .      --           --             --             --         6,431
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . .     200          201            329             57           173
                                                                --------     --------       --------       --------      --------

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . .   $ 536       $2,640        $18,424        $95,643      $169,358
                                                                --------     --------       --------       --------      --------
                                                                --------     --------       --------       --------      --------


Total current liabilities. . . . . . . . . . . . . . . . . . . .   $  50       $2,215        $ 2,000        $11,557      $  7,313
Long-term debt, net. . . . . . . . . . . . . . . . . . . . . . .      --           --             --             --        75,466
Minority interests in consolidated subsidiaries. . . . . . . . .      --           --             --             --         5,685
Redeemable convertible preferred stock . . . . . . . . . . . . .      --           --         19,578         98,845       103,021
Total stockholders' equity (deficit) . . . . . . . . . . . . . .     486          425         (3,154)       (14,759)      (22,127)
                                                                --------     --------       --------       --------      --------

Total liabilities, minority interest, redeemable convertible
  preferred stock and stockholders' equity (deficit) . . . . . .   $ 536       $2,640        $18,424        $95,643      $169,358
                                                                --------     --------       --------       --------      --------
                                                                --------     --------       --------       --------      --------
</TABLE>


                              Page 37 of 124 pages.
<PAGE>


ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

     THE FOLLOWING DISCUSSION AND ANALYSIS SHOULD BE READ IN CONJUNCTION WITH
"ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA" AND THE COMPANY'S CONSOLIDATED
FINANCIAL STATEMENTS AND NOTES THERETO INCLUDED ELSEWHERE IN THIS ANNUAL REPORT
ON FORM 10-K. THIS MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS AND OTHER PARTS OF THIS ANNUAL REPORT ON FORM 10-K
CONTAIN FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES. THE
COMPANY'S ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THE RESULTS DISCUSSED
HEREIN. FACTORS THAT COULD CAUSE SUCH DIFFERENCES INCLUDE, BUT ARE NOT LIMITED
TO, THOSE DISCUSSED BELOW UNDER "--ADDITIONAL FACTORS THAT MAY AFFECT FUTURE
RESULTS" AND ELSEWHERE IN THIS ANNUAL REPORT ON FORM 10-K.

INTRODUCTION

     The Company owns and operates wireless communications projects in various
developing countries, primarily in Asia and Latin America. The Company owns
interests in nine operating companies located in Brazil, China, India,
Indonesia, Malaysia, Mexico, New Zealand and the Philippines. These companies
offer a variety of wireless communications services including cellular
telephone, WLL, ECTR and paging. As of December 31, 1996, all of these projects
had commercial operations. In addition, the Company currently has a number of
developmental stage projects in these and other countries. The Company has
minority ownership positions in many of its operating companies and
developmental stage projects, largely due to restrictions on the level of
foreign ownership under local law and, in some cases, to historical limitations
on the Company's access to capital.

     As the projects in which the Company generally invests are in their early
stages, these projects typically have neither cash flow nor revenue to support
operating costs, working capital and capital expenditures. In addition, to the
extent that such projects generate positive cash flow, the continuing capital
investment required to satisfy the growth requirements often encountered in such
wireless communications companies, as well as increasing operating expenses and
working capital requirements, typically results in little or no excess funds
being available for distribution to stockholders. As a result, the Company does
not expect its operating companies or developmental stage projects to pay any
cash dividends or other cash distributions for the foreseeable future. In
addition, certain debt financings at the operating company level restrict the
distribution of dividends from such company while the loan is outstanding.
Therefore, the ability of the Company to meet its operating expenses, other cash
needs and to make additional investments will be dependent upon its ability to
raise funds at the Company and/or operating company level through debt
financings, the sale of equity securities or the liquidation of its investments.
There can be no assurances that funds will be available from any of these
sources.

     The Company has reported net losses for each fiscal year since the date of
its organization. As the Company continues to make investments accounted for
under the equity method or on a consolidated basis, these losses can be expected
to increase significantly.

RESULTS OF OPERATIONS

YEARS ENDED DECEMBER 31, 1995 AND 1996

     The Company's net loss increased from $11.3 million in 1995 to $35.9
million in 1996, an increase of 219%. This increase was due primarily to higher
selling, general and administrative expenses, an increase in equity in losses of
affiliates, including the amortization of telecommunication licenses, and an
increase in interest expense, as more fully described below.  The Company
anticipates that its net loss will continue to increase as its operating
companies and developmental stage projects continue to grow and expand their
operations in the foreseeable future.

     The Company recorded no operating revenues and cost of revenues in 1995 as
compared to $869,000 in operating revenues, offset by $1,948,000 in cost of
revenues, in 1996. The majority of operating revenues and cost of revenues in
1996 resulted from the acquisition, effective April 30, 1996, of 50% interest in
TeamTalk, which increased the Company's equity ownership in TeamTalk to 100%,
and the resulting consolidation of TeamTalk's operations in the Company's
consolidated financial statements.


                              Page 38 of 124 pages.
<PAGE>


     The Company's selling, general and administrative expenses increased from
$6.4 million in 1995 to $17.3 million in 1996, an increase of 172%. This
increase was due primarily to continued growth both in the Company's own
general and administrative expenses, including salaries and benefits expense,
professional fees and outside consulting expense, and in the selling, general
and administrative expenses of its consolidated subsidiaries that have commenced
operations, primarily TeamTalk and SRC. The Company's selling, general and
administrative expenses also reflected the consolidated results of four other
subsidiaries whose operations are currently in the developmental stage, all of
which contributed to the overall increase in the Company's selling, general and
administrative expenses in 1996.

     The primary components of the Company's selling, general and administrative
expenses for 1996 include (i) overall growth in the Company's own general and
administrative expenses, including an increase in salaries and benefits from
$2.1 million in 1995 to $4.0 million in 1996, an increase in professional fees
from $463,000 in 1995 to $1.9 million in 1996 and an increase in outside
consulting expense from $1.2 million in 1995 to $1.9 million in 1996; (ii) $1.1
million attributable to the amortization of telecommunication licenses and other
intangibles of the Company's consolidated subsidiaries in 1996 as compared to
$294,000 in 1995; and (iii) $528,000 and $3.4 million of selling, general and
administrative expenses associated with the consolidation of the operations of
TeamTalk and SRC, respectively, in the Company's consolidated financial
statements as compared to $109,000 of selling, general and administrative
expenses associated with the consolidation of the operations of SRC in 1995.  In
addition, the Company reflected selling, general and administrative expenses of
four other subsidiaries whose operations are currently in the developmental
stage in 1996 with a resultant increase of $866,000 as compared to 1995.  The
Company anticipates that its selling, general and administrative expenses will
continue to increase in the foreseeable future as the Company and the operations
of the subsidiaries which it consolidates continue to expand their respective
operations.

     The Company's equity in losses of affiliates increased from $3.8 million in
1995 to $11.8 million in 1996, an increase of 214%.  For 1995, equity in losses
of affiliates consisted of $2.8 million of operating losses and $1.0 million of
expense relating to amortization of telecommunication licenses.  For 1996,
equity in losses of affiliates consisted of $8.6 million of operating losses and
$3.2 million of expense relating to amortization of telecommunication licenses.
The increase in equity in losses of affiliates from 1995 as compared to 1996 is
attributable primarily to the increase in the underlying operating losses of
STW, RHP and SDL.

     During 1996, STW incurred increased operating losses as it continued to
expand its WLL operations. The Company's equity in loss of affiliate
attributable to STW increased from $1.3 million in 1995 to $3.6 million in 1996,
an increase of 176%, and the Company's amortization of telecommunication license
attributable to STW increased from $638,000 in 1995 to $969,000 in 1996, an
increase of 52%. Although STW's revenues from operations increased from $749,000
in 1995 to $1.9 million in 1996, an increase of 149%, and STW's costs of
telecommunication revenues increased from $593,000 in 1995 to $1.8 million in
1996, an increase of 209%, the majority of the increase in STW's operating loss
was generated by an increase in depreciation expense from $2.3 million in 1995
to $3.7 million in 1996, an increase of 61%, and an increase in general and
administrative expenses, from $3.9 million in 1995 to $4.7 million in 1996, an
increase of 19%.  In addition, STW's interest expense increased from $663,000 in
1995 to $3.8 million in 1996, an increase of 479%, resulting from the almost
full draw down of STW's  Malaysian Ringgit 91 million secured loan facility
during 1996.  The Company anticipates that its equity in losses of affiliates
attributable to STW will continue to grow in the foreseeable future as STW
expands its operations.  See "Item 1. Business--Operating Companies--Malaysia
National WLL--Existing Operations and Development Plan."

     During 1996, RHP's 70% owned consolidated subsidiary, Mobisel, incurred
increased operating losses due primarily to the expansion of its sales and
administrative operations.  The Company's equity in loss of affiliate
attributable to RHP increased from $1.0 million in 1995 to $3.5 million in 1996,
an increase of 250%, and the Company's amortization of telecommunication license
attributable to RHP increased from $319,000 in 1995 to $1.3 million in 1996, an
increase of 301%, as Mobisel continued to expand its operations and roll-out its
nationwide telecommunication network. During this expansion phase, Mobisel did
not market its services, and although revenues increased from $7.3 million in
1995 to $10.3 million in 1996, an increase of 45%, Mobisel's cost of revenues
increased from $3.4 million in 1995 to $11.5 million in 1996, an increase of
248%.  This increase in Mobisel's cost of revenues was due primarily to greater
pulse sharing and airtime costs and an increase in depreciation expense due to
the build-out of Mobisel's telecommunication network.  As part of its expansion
effort, Mobisel experienced growth in its selling, general and administrative
expense base in order to meet the anticipated growth in its operations.  During
this build-out phase, Mobisel's employee headcount increased by approximately
200% to 286 employees as of December 31, 1996.


                              Page 39 of 124 pages.
<PAGE>


Also, as part of Mobisel's expansion during 1996, Mobisel increased its
allowance for doubtful accounts as it transferred its customer base to its own
billing system.  Previously customer billing and collection had been performed
on behalf of Mobisel by Telkom Indonesia, the national Indonesian telephone
company.   Mobisel anticipates that its cost of revenues and operating expenses
will increase in the foreseeable future, offset in part by an anticipated
increase in its operating revenues. See "Item 1. Business--Operating Companies--
Indonesia National Cellular--Existing Operations and Development Plan."

     The Company's increase in equity losses of affiliates also reflects losses
attributable to its 40% interest in SDL, which the Company acquired in November
1996, resulting in an increase of its equity in losses of affiliates of $1.0
million for 1996.  The Company anticipates that the equity in loss of affiliates
attributable to SDL will continue to grow in the foreseeable future as SDL
expands its operations. See "Item 1. Business--Operating Companies--China
Regional Cellular--Existing Operations and Development Plan."

     The Company's interest income increased from $232,000 in 1995 to $1.8
million in 1996, an increase of 686%. This increase was due primarily to
interest income earned on interest-bearing government securities in which the
Company invested the proceeds received from the sale and issuance of shares of
the Company's Preferred Stock in December 1995 and from the Debt Offering in
August 1996.

     The Company's interest expense increased from $1.4 million in 1995 to $6.8
million in 1996, an increase of 401%, primarily due to interest expense
associated with the Debt Offering, which was consummated in August 1996. The
Company anticipates that its interest expense will increase in the foreseeable
future as it continues to pursue additional short- and long-term financings.

     The Company's other expense increased from $28,000 in 1995 to $1.0 million
in 1996, as the Company elected not to exercise, and therefore permitted to
lapse, an option purchased for $1.0 million from the shareholders of Laranda, a
10% shareholder of STW, to acquire 50% of Laranda.

YEARS ENDED DECEMBER 31, 1994 AND 1995

     The Company's net loss increased from $2.5 million in 1994 to $11.3 million
in 1995, an increase of 350%. As the Company did not have any revenues during
either year, the increase was caused by higher general and administrative
expenses, greater debt service costs and an increase in equity in losses of
affiliates.

     The Company's general and administrative expenses increased from $2.5
million in 1994 to $6.4 million in 1995, an increase of 157%. This was primarily
due to expanded business development activities resulting in a 151% increase in
salary expense, from $661,000 to $1.7 million, a 351% increase in outside
consultants expense, from $269,000 to $1.2 million, and a 140% increase in
travel and related expenses, from $719,000 to $1.7 million. All other general
and administrative costs increased approximately in proportion with the growth
in the Company's business activities.

     The Company's equity in losses of affiliates was $3.8 million in 1995. The
equity in losses of affiliates was comprised of $2.8 million of operating losses
and $966,000 of expense related to the amortization of telecommunication
licenses.

     STW expanded its business activities during 1995 and invested 
substantial resources in the network asset buildout. As a result, it realized 
significant increases in general and administrative expenses and depreciation 
costs. The Company's equity in loss of affiliate attributable to STW was $1.9 
million in 1995, representing operating losses of $1.3 million and 
amortization expense of telecommunication licenses of $638,000.  During 1995, 
RHP experienced a substantial decrease in operating revenues due to increased 
competition, changing market forces affecting the price of handsets and the 
transfer of certain assets and customers of RHP to Telkom Indonesia. RHP's 
operating losses were consistent with those in the prior year, but the 
Company had no investment in this entity during 1994. RHP increased the 
equity in losses of affiliates of the Company by $1.3 million, comprised of 
$1.0 million in operating losses and $319,000 of expense related to the 
amortization of telecommunication licenses attributable to RHP.  During 1994, 
the Company had no material investments accounted for under the equity 
method. For further financial information,

                              Page 40 of 124 pages.
<PAGE>


reference to the financial statements of the Company included elsewhere in this
Annual Report on Form 10-K is recommended.

     The Company's interest income increased from $106,000 in 1994 to $232,000
in 1995, an increase of 119%. This was primarily due to higher average cash
balances during the latter part of 1995 as a result of the issuance of Preferred
Stock by the Company.

     The Company's interest expense increased from $115,000 in 1994 to $1.4
million in 1995. This was primarily due to increased financing activity during
1995.

IMPACT OF INFLATION AND CURRENCY FLUCTUATION

     Many developing countries have experienced substantial, and in some periods
extremely high, rates of inflation and resulting high interest rates for many
years. Inflation and rapid fluctuations in inflation rates have had and may
continue to have negative effects on the economies and securities markets of
certain developing countries and could have an adverse effect on the Company's
operating companies and developmental stage projects in those countries,
including an adverse effect on their ability to obtain financing.

     The value of the Company's investment in an operating company or
developmental stage project is partially a function of the currency exchange
rate between the U.S. dollar and the applicable local currency. In addition, the
operating companies will generally report their results of operations in the
local currency and, accordingly, the Company's results of operations will be
affected by changes in currency exchange rates between those currencies and the
U.S. dollar. In general, the Company does not hedge against foreign currency
exchange rate risks. As a result, the Company may experience economic loss with
respect to its investments and fluctuations in its results of operations solely
as a result of currency exchange rate fluctuations. For example, the Company
experienced a significant decline in the value of its investment in Mobilcom
Mexico, the Company's ECTR operating company in Mexico, as a result of the 1994
devaluation of the Mexican peso and the resulting economic instability in
Mexico. Many of the currencies of developing countries have experienced steady
devaluations relative to the U.S. dollar, and major adjustments have been made
in the past and may again occur in the future, any of which could have a
material adverse effect on the Company.

     To the extent that the operating companies commence or have commenced
commercial operations, any revenues they generate will generally be paid to the
operating companies in the local currency. By contrast, many significant
liabilities of the operating companies (such as liabilities for the financing of
telecommunications equipment) may be payable in U.S. dollars or in currencies
other than the local currency. As a result, any devaluation in the local
currency relative to the currencies in which such liabilities are payable could
have a material adverse effect on the Company.

LIQUIDITY AND CAPITAL RESOURCES

     As of December 31, 1996, the Company had directly raised an aggregate of
approximately $102.2 million in equity capital through a series of private
placements of Preferred Stock, including bridge loans converted into Preferred
Stock in the private placements, and $94.2 million in the Debt Offering through
the sale of units in August 1996 consisting of $196,720,000 aggregate principal
amount of Old Notes, which were subsequently exchanged for the Exchange Notes,
and Warrants to purchase an aggregate of 2,289,421 shares of Common Stock,
subject to certain adjustments.  See "Item 5. Market for Registrant's Common
Equity and Related Shareholder Matters--Recent Sales of Unregistered
Securities."  The proceeds from these financings were mainly used to fund the
Company's investments in operating companies and developmental stage projects,
to provide working capital and for general corporate purposes, including the
expenses incurred in seeking and evaluating new investment opportunities. As of
December 31, 1996, the Company had a cash balance of $41.7 million.

     The Company has generated negative cash flow from operations since
inception, and its operating companies and developmental stage projects are not
expected to provide any cash to the Company for the foreseeable future. As a
result, the Company is and will remain dependent upon raising funds from outside
sources to fund its working capital needs, investments in operating companies
and developmental stage projects and other cash requirements and to repay the
Exchange Notes and any other indebtedness it may incur when it becomes due and
payable.


                              Page 41 of 124 pages.
<PAGE>


     The Company will require additional financing prior to December 31, 1997,
to meet currently anticipated requirements for working capital and investments
in its operating companies and developmental stage projects. The Company has no
commitments or arrangements for additional financing, and there can be no
assurance that this additional financing will be available to the Company on
acceptable terms when required by the Company or at all. The Company's inability
to obtain such additional financing on acceptable terms would have a material
adverse effect on the Company. Among other things, the Company may be forced to
delay, scale back or eliminate one or more of its projects, to suffer a
significant dilution of its equity interest or loss of value in one or more of
its investments or to liquidate one or more of its investments, may be unable to
repay its liabilities (including the Notes) as they become due, and may be
unable to meet its working capital and other cash requirements.  In addition,
the Company intends to pursue additional investment opportunities for wireless
communications projects and will require additional sources of financing in
order to pursue those investments. However, there can be no assurance that such
additional financing will be available on favorable terms or at all. See "--
Additional Factors that May Affect Future Results--Company Level Risks--Negative
Operating Cash Flow; Dependence on Additional Financing; No Commitments for
Additional Financing."

     At the project level, the Company and its partners typically fund initial
project investments using capital contributions either in the form of equity or
shareholder loans. When projects become operational, the Company seeks to fund
ongoing development of the project using third-party financing, preferably on a
non-recourse basis to the Company.

     Mobilkom, the Company's national ECTR operating company in Indonesia,
arranged a $50.0 million credit facility through a syndicate of Thai banks. This
facility is secured by all of the assets and capital stock of Mobilkom, and
$25.0 million of the facility has been guaranteed by Jasmine, a 56.3% owner of
Mobilkom. As of December 31, 1996, approximately $20.2 million was outstanding
under this facility. The Company anticipates that the current $50.0 million
facility will be sufficient for Mobilkom to meet all of its currently
anticipated expenditures through 1997. Borrowings outstanding under this credit
facility must be repaid in 16 quarterly installments commencing in the year
2000.

     Mobisel, the Company's national cellular operating company in Indonesia in
which the Company holds an indirect 19.8% interest through RHP, has obtained a
$60.0 million credit facility from Nissho Iwai. This facility is secured by all
of Mobisel's assets and a pledge of all of the capital stock held by RHP. RHP
has also guaranteed this credit facility. Borrowings under the credit facility
with Nissho Iwai are to be used solely for the implementation and construction
of Mobisel's network. Mobisel will require substantial additional financing to
complete its planned capital expenditures through 1997 and for other cash needs.
Borrowings outstanding under this five year credit facility must be repaid in
six equal semi-annual installments beginning in late 1998.  Also, Mobisel
entered into a syndicated short-term notes facility agreement in January 1997
with BUS, as arranger, whereby the banks agreed to purchase Indonesian Rupiah
("Rp") 60,000,000,000 of short-term notes and interest notes of Rp15,000,000,000
(approximately $31.5 million in the aggregate as of December 31, 1996).  These
short-term notes would have repayment priority to the existing loans
outstanding.  In addition, Mobisel is continuing to pursue various other long-
term financing solutions to enable it to meet its business plan objectives.

     STW, the Company's national WLL operating company in Malaysia, has arranged
a Malaysian Ringgit 91.0 million (approximately $36.0 million as of December 31,
1996) credit facility through a syndicate of Malaysian banks. This facility is
secured by substantially all of STW's assets and a pledge of all of the capital
stock of STW held by the Company and STW's other shareholders, and has been
guaranteed by Shubila Holding Sdn Bhd, the 60% owner of STW, and certain
directors of STW (including a former officer of the Company). In addition, STW
has agreed to assign to and deposit with the banks all of its cash, including
revenues, loan drawings and shareholder advances. In addition to pledging their
capital stock in STW, the Company and the other STW shareholders have entered
into a "keep well" covenant pursuant to which they have agreed (i) to ensure
that STW remains solvent and able to meet its financial liabilities as and when
due; and (ii) to ensure the timely completion of its WLL project and to make
additional debt or equity investments in STW as necessary to meet any cost
overruns. Accordingly, the Company and the other STW shareholders could be
jointly and severally liable for amounts payable under the credit facility in
the event of a default by STW. Borrowings outstanding under this credit facility
must be repaid in eleven semi-annual installments beginning in October 1997. As
of December 31, 1996, this facility was almost fully drawn and it is the
intention of the Company and its partners to seek additional third party debt
financing to fund continued expansion of the STW network and to refinance
outstanding indebtedness under the credit facility. See "Item 1. Business--
Operating Companies" and Note 13 of Notes to Consolidated Financial Statements
for additional information regarding the credit facilities of STW, Mobisel and
Mobilkom.


                              Page 42 of 124 pages.
<PAGE>


     The business of the operating companies and developmental stage projects is
capital intensive and will require continuing sources of outside financing to
fund their working capital needs, capital expenditures and other cash
requirements. In particular, STW, Mobisel and SDL will require substantial
additional financing in order to complete planned capital expenditures.  See
"Item 1. Business--Operating Companies--Malaysia National WLL," "--Indonesia
National Cellular" and "--China Regional Cellular."  However, there can be no
assurance that the operating companies and the developmental stage projects will
be able to obtain required additional financing on acceptable terms or at all,
which could have a material adverse effect on the Company. In addition, there
can be no assurance that the operating companies or developmental stage projects
will be able to pay their indebtedness or other liabilities when due.  See "--
Additional Factors that May Affect Future Results--Project Level Risks--
Operating Losses and Negative Cash Flow; Dependence on Additional
Financing/Capital."


ADDITIONAL FACTORS THAT MAY AFFECT FUTURE RESULTS

      THE COMPANY OPERATES IN A RAPIDLY CHANGING ENVIRONMENT THAT INVOLVES A
NUMBER OF RISKS, SOME OF WHICH ARE BEYOND THE COMPANY'S CONTROL.  THE FOLLOWING
DISCUSSION HIGHLIGHTS SOME OF THESE RISKS.  THESE RISKS SHOULD BE READ IN
CONJUNCTION WITH THE "RISK FACTORS" SECTION INCLUDED IN THE COMPANY'S
REGISTRATION STATEMENT ON FORM S-1 AS FILED WITH THE COMMISSION ON FEBRUARY 12,
1997, AS SUBSEQUENTLY AMENDED (REG. NO. 333-21687).

COMPANY LEVEL RISKS

CONTINUING LOSSES; LIMITED OPERATING HISTORY

The Company has incurred net losses since its inception and had an accumulated
stockholders' deficit of approximately $53.4 million as of December 31, 1996.
The Company anticipates that its net losses will increase significantly in the
foreseeable future, and there can be no assurance as to whether or when the
Company's operations will become profitable. See "--Introduction" and "--Results
of Operations."  The Company has a limited operating history. Since its
inception in January 1992, the Company's activities have been concentrated
primarily in the early stage development of its wireless projects, including the
selection of local partners, the formation of operating companies and the
pursuit of operating licenses.


NEGATIVE OPERATING CASH FLOW; DEPENDENCE ON ADDITIONAL FINANCING; NO COMMITMENTS
FOR ADDITIONAL FINANCING

     The Company used cash in operations and investing activities of $38.7
million and $73.2 million, respectively, for the years ended December 31, 1995
and 1996, and expects such negative cash flows to continue and likely increase
in the foreseeable future. Because of such negative cash flow and negative
working capital and the capital intensive nature of the Company's business, the
Company will require continuing sources of outside debt and equity financing to
fund its working capital needs, investments and other cash requirements.

     In particular, the Company will require additional financing prior to
December 31, 1997, to meet currently anticipated requirements for working
capital and investments in its operating companies and developmental stage
projects. In addition, the Company intends to pursue additional investment
opportunities for wireless projects and anticipates that it will require
additional sources of financing in order to fund those investments. However, the
Company has no commitments or arrangements for additional financing, and there
can be no assurance that any additional debt or equity financing will be
available to the Company on acceptable terms when required by the Company or at
all. If adequate sources of additional financing are not available, the Company
may be forced to delay, scale back or eliminate one or more of its projects, to
suffer a significant dilution of its equity interest or loss of value in one or
more of its investments or to liquidate one or more of its investments, may be
unable to repay its liabilities (including the Notes) as they become due, and
may be unable to meet its working capital and other cash requirements. The
Indenture contains certain restrictions on the ability of the Company to make
investments in, or guarantee the indebtedness of, the operating companies and
developmental stage projects. Accordingly, the Company's inability to obtain
such additional financing would have a material adverse effect on the Company
and could result in its insolvency or liquidation.


                              Page 43 of 124 pages.
<PAGE>


SUBSTANTIAL LEVERAGE

     The Company is highly leveraged and has indebtedness that is substantial in
relation to its stockholders' equity, including its redeemable convertible
Preferred Stock. As of December 31, 1996, the Company's long term debt was $75.5
million, and its stockholders' deficit and redeemable convertible Preferred
Stock was $80.9 million.  The high level of the Company's indebtedness will have
important consequences, including (i) limitations on the Company's ability to
obtain additional debt financing in the future and (ii) limitations on the
Company's flexibility in reacting to changes in the industry and economic
conditions generally.  In addition, most of the existing operating companies and
developmental stage projects will not be subject to any limitations restricting
the incurrence of additional indebtedness, and, to the extent that the Company
is successful in its strategy of obtaining additional financing at the operating
company or developmental stage project level, the amount of such indebtedness
could increase substantially, which may have consequences similar to those
described in clauses (i) and (ii) above with respect to the Company.

RISK OF INABILITY TO REPAY NOTES AT MATURITY

     For each of the three years ended December 31, 1996, the Company had net
losses and did not generate positive cash flow from operations, and, as
discussed below under "-Holding Company Structure; Limitations on Access to Cash
Flow of Operating Companies," the Company does not expect that it will generate
positive cash flow through dividends or other distributions from its operating
companies for the foreseeable future. Accordingly, the Company's ability to
repay the Notes and any other indebtedness which it may incur from time to time
at maturity will be dependent on developing one or more sources of financing
prior to the maturity of such indebtedness. The Company may, among other things,
(i) seek to refinance all or a portion of such indebtedness at maturity through
sales of additional debt or equity securities of the Company or other
borrowings, (ii) seek to sell all or a portion of its interests in one or more
of its operating companies or developmental stage projects (subject to the
restrictions described below under "--Company Level Risks--Restrictions on
Transfer of Ownership Interests") or (iii) negotiate with its financial and
strategic partners to permit the cash, if any, produced by the operating
companies to be distributed to equity holders. There can be no assurance that
(i) the Company will be able to obtain debt or equity financing on acceptable
terms, or at all, in the future, (ii) the Company will be able to sell assets in
a timely manner or on commercially acceptable terms or in an amount that will be
sufficient to repay its indebtedness when due, (iii) the Company will be able to
obtain the consents and approvals required in order to sell its interests in its
operating companies or developmental stage projects or (iv) that the operating
companies will in fact generate positive cash flow or that any such cash flow
will be distributed to equity holders (particularly since the Company expects
that its operating companies will generally reinvest all of their cash flow in
development opportunities for the foreseeable future). In addition, a default
under the Notes or such other indebtedness as the Company may incur in the
future, for example, could in turn permit lenders under STW's $36.4 million
credit facility, and possibly under other debt instruments of the operating
companies, to declare borrowings outstanding thereunder to be due and payable
pursuant to cross-default clauses, permitting the lenders under such debt
instruments to proceed against any collateral pledged as security therefor. See
"Item 1. Business--Operating Companies--Malaysia National WLL--Investment and
Budgeted Capital Expenditures." Any failure by the Company to repay the Notes
when due would have a material adverse effect on the Company.


                              Page 44 of 124 pages.
<PAGE>


RISK OF GOVERNMENTAL ACTIONS RESULTING IN VIOLATION OF INDENTURE

     The Indenture pursuant to which the Notes were issued contain certain
covenants which impose certain requirements with respect to sales or other
dispositions of assets (including capital stock in operating companies and in
developmental stage projects) by the Company and certain subsidiaries of the
Company which are restricted by the terms of the Indenture with a fair market
value in excess of $500,000 ("Asset Sales"). Among other things, the Indenture
requires that at least 85% of the consideration for an Asset Sale be in cash and
that the Company receive consideration equal to the fair market value of the
assets in question. However, if an Asset Sale occurs because of governmental
action (for example, by expropriation or confiscation), or in certain other
circumstances including, among other things, a sale of the Company's investment
in certain operating companies compelled by other stockholders of such operating
company or pursuant to rights granted to certain bank lenders of certain
operating companies, the requirement that the Company receive fair market value
for the assets shall be deemed to have been satisfied to the extent that the
difference between the fair market value of such assets and the actual
consideration received in such Asset Sale (and all other Asset Sales subject to
this exception) is less than 10% of the "total market value of equity" of the
Company. However, if an Asset Sale is compelled by governmental action, the
Indenture still requires that at least 85% of the consideration be in cash.

     In certain of the countries in which the Company has made investments,
there is a risk that the Company's investments may be confiscated or
expropriated by governmental authorities. In particular, in early 1996, the
Malaysian government threatened to consolidate the Malaysian telecommunications
industry, which, if completed would have forced a sale or merger of STW, the
Company's Malaysian operating company, to or with one of a limited number of
surviving telecommunications companies. There can be no assurance that the
Malaysian government will not seek to take similar actions in the future.
Likewise, other countries may seek to expropriate or confiscate assets of the
Company. To the extent that the consideration, if any, received by the Company
in connection with these expropriations or confiscations failed to satisfy the
covenants under the Indenture, such a violation will be deemed an event of
default under the Indenture entitling the holders of the Notes to demand
immediate repayment thereof and to proceed against their collateral, which would
have a material adverse effect on the Company. See "--Project Level Risks--Risks
Inherent in Foreign Investment."

HOLDING COMPANY STRUCTURE; LIMITATIONS ON ACCESS TO CASH FLOW OF OPERATING
COMPANIES

     The Company is a holding company with no business operations of its own.
All of the operations of the Company are conducted through its wholly owned
subsidiary, IWC, and its affiliated companies, which are separate and distinct
legal entities and have no obligation, contingent or otherwise to make any funds
available to the Company to enable it to make investments in operating companies
or developmental stage projects, meet working capital needs or other liabilities
of the Company (including liabilities under the Notes), or for any other reason.
In addition, most of the operating companies have generated negative cash flow
from operations, and the Company expects that most operating companies will
continue to generate negative cash flow from operations in the foreseeable
future. Further, to the extent that any of the operating companies generates
positive cash flow, the Company may be unable to access such cash flow because
(i) it owns 50% or less of the equity of most of such entities and, therefore,
does not have the requisite control to cause such entities to pay dividends to
their equity holders; (ii) certain of such entities are currently or may become
parties to credit or other borrowing agreements that restrict or prohibit the
payment of dividends, and such entities are likely to continue to be subject to
such restrictions and prohibitions for the foreseeable future; (iii) the Company
expects that its operating companies will generally reinvest all of their cash
flow in development opportunities for the foreseeable future; and/or (iv) some
of the countries in which such entities conduct business, tax the payment and
repatriation of dividends or otherwise restrict the repatriation of funds. As a
result, the Company does not expect that it will be able to generate any
significant cash flow through dividends or other distributions from the
operating companies in the foreseeable future, and there can be no assurance
that the Company will be able to generate any significant cash flow from the
operating companies at any time in the future.


                              Page 45 of 124 pages.
<PAGE>


RESTRICTIONS ON TRANSFER OF OWNERSHIP INTERESTS

     The Company's ability to sell or transfer its ownership interests in its
operating companies and developmental stage projects is generally subject to (i)
limitations contained in the agreements between the Company and its local
partners including, in certain cases, complete prohibitions on sales or
transfers for a period of years, co-sale rights and/or rights of first refusal
and (ii) provisions in local operating licenses and local governmental
regulations that, in certain cases, prohibit or restrict the transfer of the
Company's ownership interests in such operating companies and developmental
stage projects. Moreover, the Company and its local partners have in the past
been required to pledge their capital stock in certain operating companies to
secure credit facilities obtained by those operating companies, and the Company
may be prohibited from transferring or otherwise disposing of such capital stock
so long as it is pledged as collateral for those credit facilities. In addition,
none of the operating companies or developmental stage projects currently has
any publicly traded securities and there can be no assurance that in the future
there will be either a public or private market for the securities of the
Company's operating companies or developmental stage projects. As a result, the
Company's ability to liquidate any or all of its investments may be
substantially limited and there can be no assurance that the Company will be
able to do so in a timely manner, or at all in the event that the Company is
required to do so in order to satisfy its cash needs, including providing funds
for investments and repayment of indebtedness. Moreover, even if any sales are
completed, the prices realized on those sales could be less than the Company's
investment, and there may be substantial local taxes imposed on the Company in
the case of any such sales and, in any event, there can be no assurance that
there will not be substantial taxes or other restrictions on the ability of the
Company to repatriate any amounts realized upon the sale of any such
investments. In addition, certain of the operating companies and developmental
stage projects are or may be parties to credit agreements that restrict their
ability to pay dividends or make other distributions to their equity investors,
and the Company's local partners, by virtue of their majority ownership interest
in the operating companies and developmental stage projects, generally have the
right to determine the timing and amount of any such dividends or distributions.

LACK OF CONTROL OF OPERATING COMPANIES AND DEVELOPMENTAL STAGE PROJECTS

     The Company anticipates that it will often have a minority interest in its
operating companies and developmental stage projects, in part because applicable
laws often limit foreign investors to minority equity positions. Although the
Company is actively involved in the management of most of the operating
companies and developmental stage projects in which it has an ownership interest
and intends to invest in the future in operating companies and developmental
stage projects in which it can participate in management, its minority voting
positions may preclude it from controlling such entities and implementing
strategies that it favors, including strategies involving the expansion or
development of projects or the pursuit of certain financing alternatives.
Moreover, even where the Company has majority control of a project, the exercise
of such control may be subject to contractual, regulatory or other restrictions.
In addition, the Company may be unable to access the cash flow, if any, of its
operating companies. See "--Company Level Risks--Holding Company Structure;
Limitations on Access to Cash Flow of Operating Companies."

RISKS INHERENT IN GROWTH STRATEGY

     The Company has grown rapidly since inception, and as of December 31, 1996
had operating companies or developmental stage projects in 12 foreign countries.
Subject to the availability of additional financing, the Company anticipates
that it will make additional investments in wireless projects in other foreign
countries and is actively seeking and evaluating new investment opportunities in
foreign countries where it currently has operating companies or developmental
stage projects. This strategy presents the risks inherent in assessing the
value, strengths and weaknesses of development opportunities, in evaluating the
costs and uncertain returns of building and expanding the facilities for
operating systems and in integrating and managing the operations of additional
operating systems. The Company's growth strategy will place significant demands
on the Company's operational, financial and marketing resources and on its
management. Any failure to manage the Company effectively could have a material
adverse effect on the Company.


                              Page 46 of 124 pages.
<PAGE>


RISK OF REGISTRATION UNDER INVESTMENT COMPANY ACT OF 1940

     Because the Company often acquires minority ownership positions in
operating companies and development stage projects, there is a risk that these
ownership positions could be deemed to be investment securities and that the
Company could be characterized as an investment company under the Investment
Company Act of 1940 (the "Investment Company Act"). Due to the Company's active
role in developing and managing the operating companies and its contractual
rights as an equity holder, the Company believes that a substantial majority of
its interests in the operating companies are the equivalent of joint venture
interests rather than investment securities. Therefore, the Company believes
that it is not an investment company and intends to continue its business and
conduct its operations so as not to become subject to the Investment Company
Act. If the Commission or its staff were to take the position, or if it were
otherwise asserted, that the Company is an investment company, the Company could
be required either (i) to liquidate its investments in one or more operating
companies or developmental stage projects and change the manner in which it
conducts its operations to avoid being required to register as an investment
company or (ii) to register as an investment company. If the Company were
required to register under the Investment Company Act, it would be subject to
substantive regulations with respect to capital structure, operations,
transactions with affiliates and other matters. In addition, a determination
that the Company is subject to the Investment Company Act would constitute an
event of default under the Indenture and permit acceleration of the Notes. If
the Company were found to be an investment company but was not registered under
the Investment Company Act, the Company would be prohibited from, among other
things, conducting public offerings in the U.S. or engaging in interstate
commerce in the U.S., the Company would be subject to monetary penalties and
injunctive relief in an action brought by the Commission, and certain contracts
to which the Company is a party (including the Indenture and the Notes) might be
rendered unenforceable or subject to rescission by any party thereto. As a
result, any determination that the Company is an investment company would have a
material adverse effect on the Company and would likely require that the Company
cease operations.

CONTROL OF THE COMPANY

     At December 31, 1996, Vanguard beneficially owned approximately 39% of the
Company's equity. Vanguard has provided and continues to provide a number of
services to the Company relating to the formation, development and operation of
wireless communications services, including identification and evaluation of
wireless communications opportunities, review of business and technical plans
and assistance in training operating company personnel. Vanguard has the right
to elect three directors to the Company's Board of Directors and currently has
three representatives on such Board, including Haynes G. Griffin, Chairman of
the Board of Directors. As a result, Vanguard may have the ability to
effectively control the Company and direct its business and affairs. See "Item
10. Directors and Officers of the Registrant--Arrangements Concerning Election
of Directors."

CONFLICTS OF INTEREST

     Vanguard is not precluded from competing with the Company by itself or
through affiliates by developing, owning and/or operating international wireless
communications businesses, including businesses that use the same or similar
technologies or provide the same services as the Company's existing and future
operating companies. This is true even though the Company acquired substantially
all of Vanguard's interests in certain of its international wireless projects in
December 1995. Further, although many of the agreements governing the
relationship between the Company and its local partners contain preemptive
rights, rights of first refusal and/or rights of co-sale with respect to the
sale of shares in the Company's joint ventures, Vanguard is not precluded from
co-investing with the Company in such joint ventures. For example, in April
1997, Vanguard purchased a 7% equity interest in SDL directly from STHL, the
Company's local partner in SDL. Although the directors designated by Vanguard
may abstain from voting on matters in which the interests of the Company and
Vanguard are in conflict, they are not obligated to do so, and the Company has
not adopted any formal policies or procedures designed to prevent actual
conflicts of interest from occurring. As a result, the presence of potential or
actual conflicts could affect the process or outcome of Board deliberations.
There can be no assurance that such conflicts of interest will not materially
adversely affect the Company. See "Item 1. Business--Background--Strategic
Relationships," "Item 1. Business--Operating Companies--China Regional
Cellular," "Item 13. Certain Relationships and Related Transactions--Private
Placement Transactions--The Series F Financing" and "Item 13. Certain
Relationships and Related Transactions--The Vanguard Exchange."


                              Page 47 of 124 pages.
<PAGE>


INFORMATION RELATING TO DEMOGRAPHIC, ECONOMIC, MARKET AND RELATED INFORMATION

     The information contained herein includes certain demographic and economic
information, as well as information regarding cellular service, installation and
penetration in the countries in which the Company has operating companies or
developmental stage projects. This information was obtained from a number of
sources and the Company has not independently verified any such information and
there can be no assurance as to its accuracy. In addition, much of the
information related to POPs are estimates and reflect data that may be incorrect
or imprecise and such estimates and data have been obtained from a number of
sources and the Company has not independently verified any such information.

DEPENDENCE ON KEY PERSONNEL

     The success of the Company and its growth strategy depends in large part on
the ability of the Company to attract and retain key management, marketing and
operating personnel at each of the Company, operating company and developmental
stage project levels. There can be no assurance the Company will be able to
attract and retain the qualified personnel needed for its business, particularly
because of the amount of international travel required of the Company's managers
and because experienced local managers are often unavailable. In addition, the
loss of the services of one or more members of its senior management team,
particularly John D. Lockton or Hugh B. L. McClung, could have a material
adverse effect on the Company.

CLASSIFICATION OF NOTES AS DEBT; ORIGINAL ISSUE DISCOUNT

     Although the Company intends to treat the Notes as debt for all purposes,
there can be no assurance that the Internal Revenue Service will agree that the
Notes qualify as debt for federal income tax purposes. If the Notes are not
respected as debt for such purposes, they would likely be recharacterized as an
equity interest in the Company and the interest that accretes on the Notes would
not be deductible by the Company when accrued or paid. Loss of such interest
deductions would increase income taxes ultimately payable by the Company, and
thus, reduce cash flow otherwise available to repay the Notes, which would have
a material adverse effect on the Company. Recharacterization of the Notes as
equity could also adversely affect non-corporate holders as well as non-United
States holders of the Notes.

     Assuming the Notes are respected as debt for federal income tax purposes,
they will be subject to the original issue discount provisions of the Code
because they will have been issued at a non-de minimis discount from their
principal amount. Consequently, the holders of the Notes generally will be
required to include amounts in gross income for federal income tax purposes in
advance of receipt of the cash payments to which the income is attributable.

     If a bankruptcy case is commenced by or against the Company under the
United States Bankruptcy Code after the issuance of the Notes, the claim of a
holder of any of the Notes with respect to the principal amount thereof may be
limited to an amount equal to the sum of (i) the initial offering price
allocable to the Notes and (ii) that portion of the original issued discount
which is not deemed to constitute "unmatured interest" for purposes of the
Bankruptcy Code. Any original issued discount that was not amortized as of any
such bankruptcy filing would constitute "unmatured interest."


REPORTING STANDARDS; FINANCIAL STATEMENTS OF OPERATING COMPANIES; TIMELY
COMPLIANCE WITH INFORMATIONAL AND FILING REQUIREMENTS

     Companies in developing countries are subject to accounting, auditing and
financial standards and requirements that differ, in some cases significantly,
from those applicable to U.S. companies. In addition, there may be substantially
less publicly available information about companies in a developing country than
there is about U.S. companies. The Company's ability to comply with the
informational and filing requirements of the Indenture and the Exchange Act to
which it is or will be subject will depend on the timely receipt of accurate and
complete financial and other information from the Company's operating companies
and developmental stage projects. The failure to receive such information on a
timely basis could have a material adverse effect on the Company, including
preventing it from satisfying the informational and filing requirements of the
Indenture and the Exchange Act.


                              Page 48 of 124 pages.
<PAGE>


RISK OF INABILITY TO FINANCE A CHANGE OF CONTROL OFFER

     Upon the occurrence of a Change of Control (as defined in the Indenture to
include (i) a sale or transfer by the Company or a Restricted Subsidiary (as
defined in the Indenture) of all or substantially all of its assets; (ii) the
adoption of a plan of liquidation; (iii) the acquisition of greater than 50% of
the voting power by an entity other than Vanguard or (iv) upon the change of a
majority of the Board of Directors), the Company will be required to make an
offer to purchase all of the outstanding Notes at the price set forth in the
Indenture. The Company's failure to purchase the Notes would result in a default
under the Indenture. In the event of a Change of Control, there can be no
assurance that the Company would have sufficient assets to satisfy all of its
obligations under the Indenture. Future debt of the Company may also contain
prohibitions of certain events or transactions which would constitute a Change
of Control or require the obligations thereunder to be retired upon a Change of
Control.

NO CASH DIVIDENDS ON COMMON STOCK

     The Company is prohibited under the terms of the Indenture from paying
dividends or making other distributions with respect to the Company's capital
stock, including the Common Stock while the Notes are outstanding. The Company
anticipates that all earnings, if any, will be retained for the operation and
expansion of the Company's business.

PROJECT LEVEL RISKS

OPERATING LOSSES AND NEGATIVE CASH FLOW; DEPENDENCE ON ADDITIONAL
FINANCING/CAPITAL

     Most of the operating companies have generated operating losses and
negative cash flow from operations, and the Company expects that most of its
operating companies will continue to generate operating losses and negative cash
flow from operations for the foreseeable future. The business of the operating
companies and developmental stage projects, particularly WLL projects, is
capital intensive and, in light of such anticipated negative cash flow from
operations, will require continuing sources of outside financing to fund working
capital needs, capital expenditures and other cash requirements. The Company's
strategy is to seek such additional financing at the operating companies
primarily from third parties and not from the Company or its partners. However,
there can be no assurance that the operating companies and developmental stage
projects will be able to obtain the financing required to make planned capital
expenditures, provide working capital or meet other cash needs. Failure to
obtain such financing could have a material adverse effect on the Company and,
among other things, could result in the loss or revocation of licenses held by
the operating companies or developmental stage projects or require that certain
planned projects be delayed or abandoned. In particular, at December 31, 1996 a
significant portion of the Company's investments had been made in three
operating companies (namely STW, which is developing a national WLL system in
Malaysia; Mobisel, which is developing a national cellular system in Indonesia;
and SDL, which is developing various regional cellular systems in China), and
each of these operating companies will be required to obtain substantial
additional financing in order to complete planned capital expenditures.

     In most cases, under agreements with its local partners, the Company and
its partners may be required to make additional equity investments in operating
companies or developmental stage projects, and the Company's or such partners'
inability or unwillingness to do so could result in the dilution of such party's
equity interest or a significant impairment or loss of the value of the
Company's investment. Moreover, the Company and its other strategic partners
have in the past been required, and in the future likely will be required, to
guarantee and/or pledge their respective equity interests to secure certain
indebtedness of the operating companies and developmental stage projects and
otherwise to provide certain assurances to lenders. See "--Liquidity and Capital
Resources." The Indenture contains certain restrictions on the ability of the
Company to make investments in, or guarantee the indebtedness of, the operating
companies and developmental stage projects.

     In addition, there can be no assurance that the operating companies or
developmental stage projects will be able to pay their indebtedness or other
liabilities when due. Any failure to pay such indebtedness or other liabilities
when due could have a material adverse effect on the Company. See "--Company
Level Risks--Negative Operating Cash Flow; Dependence on Additional Financing;
No Commitments For Additional Financing" below.


                              Page 49 of 124 pages.
<PAGE>


     To date, most of the debt financing obtained by the operating companies has
been secured by assets of the respective operating companies, and it is likely
that any debt financing the operating companies or developmental stage projects
obtain in the foreseeable future will also be similarly secured. The pledge of
assets to secure debt financing may limit the operations of the operating
companies and make it substantially more difficult to obtain additional
financing from other sources.

EARLY STAGE OF DEVELOPMENT OF WIRELESS PROJECTS

     Most of the Company's wireless projects are in the early stages of
development. Only the nine operating companies, Via 1, SDL, RPSL, Mobisel,
Mobilkom, STW, Mobilcom Mexico, TeamTalk and UTS, currently provide wireless
communications services on a commercial basis, and many of these operating
companies have only recently initiated such commercial service and have a
limited number of subscribers. Although MOUs have been signed with local
partners in the operating companies and developmental stage projects, in many
cases definitive joint venture and shareholder agreements have not been prepared
or signed, definitive legal entities have not been formed and/or required equity
and debt financing has not been secured. Even where an MOU or definitive joint
venture or shareholder agreement has been signed, there can be no assurance that
the terms of the Company's participation in an operating company or
developmental stage project will not be modified in a manner that is materially
adverse to the Company, particularly because the Company usually holds a
minority interest. The successful development and commercialization of these
projects will depend on a number of significant financial, logistical,
technical, marketing, legal and other factors, the outcome of which cannot be
predicted. Virtually all of the operating companies are, and in the future will
be, newly-formed entities that have a limited operating history and that operate
at a loss for a substantial period of time. These operating companies will
require significant amounts of additional financing to fund capital
expenditures, working capital requirements and other cash needs, including the
costs of obtaining additional licenses. In addition, there can be no assurance
that these projects will not encounter engineering, design or other operational
problems. For example, STW, the Company's Malaysian WLL operating company, has
experienced significant delays in network deployment and its marketing plans
primarily as a result of adverse effects on STW of an attempt during the first
half of 1996 by the Malaysian government to consolidate the Malaysian
telecommunications industry. See "--Risks Inherent in Foreign Investment." As a
result, IWC and its principal strategic partner in STW recently undertook an
extensive review of STW's business plan and strategy. There can be no assurance
that the Company can successfully develop any of its existing or planned
developmental stage projects or that any of these projects or any of its
operating companies will achieve commercial success. Further, the Company's
current and anticipated ownership interests in the operating companies and
developmental stage projects are subject to modification and may even be
eliminated completely due to the occurrence of certain events such as the
re-negotiation of existing MOUs and/or agreements, changes in foreign laws or
regulations affecting foreign ownership, government expropriation, financing
contingencies and other factors. Likewise, the Company may voluntarily withdraw
from one or more operating companies and/or developmental stage projects.

RISKS INHERENT IN FOREIGN INVESTMENT

     The Company has invested substantial resources outside of the United States
and plans to continue to do so in the future. Governments of many developing
countries have exercised and continue to exercise substantial influence over
many aspects of the private sector. For example, foreign ownership of
telecommunications ventures is prohibited in China. In addition, in some cases,
the government owns or controls (i) companies that are or may in the future
become competitors of the Company or (ii) companies (such as national telephone
companies) upon which the operating companies and developmental stage projects
may depend for required interconnections to land-line telephone networks and
other services. Similarly, government actions in the future could have a
significant adverse effect on economic conditions in a developing country or may
otherwise have a material adverse effect on the Company and its operating
companies and developmental stage projects. Expropriation, confiscatory
taxation, nationalization, political, economic or social instability or other
developments could materially adversely affect the value of the Company's
interests in operating companies and developmental stage projects in particular
developing countries.

     For example, in early 1996 the Malaysian government announced a program
designed to consolidate the Malaysian telecommunications industry which, if
completed, would have forced the sale or merger of STW, the Company's Malaysian
operating company, to one of a limited number of surviving telecommunications
companies. Although the Malaysian government announced in July 1996 that it did
not intend to proceed with this program, the activities of the Malaysian
government in connection with such program resulted in significant delays in
STW's network


                              Page 50 of 124 pages.
<PAGE>


deployment and marketing plans thereby contributing to a 37% decrease in STW's
subscribers during the quarter ended September 30, 1996. There can be no
assurance that the Malaysian government will not initiate similar programs in
the future. There can also be no assurance that the Malaysian national telephone
company will not otherwise impose restrictions on STW, including restrictions on
the ability of STW to interconnect its wireless network with the national
telephone company's system, which could have a material adverse effect on the
Company. See "Item 7. Business--Operating Companies--Malaysia National WLL."
Moreover, there can be no assurance that other countries where the Company has
operating companies or developmental stage projects will not initiate similar
programs or impose other restrictions, which could have a material adverse
effect on the Company.

     The Company also may be adversely affected by political or social unrest or
instability in foreign countries. Such unrest or instability resulting from
political, economic, social or other conditions in foreign countries could have
a material adverse effect on the Company. For example, in China, because foreign
ownership of telecommunications operators is prohibited, the Company, through
its ownership interest in SDL, has interests in China telecommunications
projects through certain "cooperative agreements" with Chinese cellular
operators. Pursuant to the terms of the cooperative agreements, SDL provides
equipment and technical and engineering services to the cellular operators and,
in return, is allocated a portion of the revenues or profits from the cellular
operations. There can be no assurance that the Chinese government will not
prohibit or otherwise impose restrictions on these types of arrangements, which
could have a material adverse effect on the Company. See "Item 1. Business--
Operating Companies--China Regional Cellular."

     The Company does not have political risk insurance in the countries in
which it currently conducts business. Moreover, applicable agreements relating
to the Company's interests in its operating companies are frequently governed by
foreign law. As a result, in the event of a dispute, it may be difficult for the
Company to enforce its rights. Accordingly, the Company may have little or no
recourse upon the occurrence of any of these developments or if any of its
partners seek to re-negotiate existing or future MOUs and/or other agreements.
To the extent that any of the operating companies seeks to make a dividend or
other distribution to the Company, or to the extent that the Company seeks to
liquidate its investment in an operating company or developmental stage project
and repatriate monies from a relevant country, local taxes, foreign exchange
controls or other restrictions may effectively prevent the transfer of funds to
the Company or the exchange of local currency for U.S. dollars.

TECHNOLOGICAL RISK; RISK OF OBSOLESCENCE

     The Company's operating companies and developmental stage projects
generally use new and emerging technologies. For example, SDL, the Company's
China Regional Cellular project, is required by the Chinese government to
migrate to CDMA, a cellular technology that is not widely deployed on a
commercial basis at the present time. Additionally, the MPT 1327 ECTR technology
selected by a number of the Company's ECTR operating companies is currently
operational in many countries but has had limited deployment for public use in
developing countries. Although many of the technologies currently in use and to
be used in the future by the Company have been developed by international
telecommunications companies such as Nokia, Philips, Motorola, Ericsson, Lucent
Technologies and Nortel, most are generally advanced technologies which have
only recently been developed and commercially introduced. There can be no
assurance that the operating companies and developmental stage projects will not
experience technical problems in the commercial deployment of these
technologies, particularly because they are being introduced in developing
countries. In addition, the technology used in wireless communications is
evolving rapidly and one or more of the technologies currently utilized or
planned by the Company to be utilized may be unpopular with its customers or may
become obsolete, which in either case would likely have a material adverse
effect on the Company. There can be no assurance that the Company will be able
to keep pace with ongoing technological changes in the wireless
telecommunications industry.

RISK OF MODIFICATION OR LOSS OF LICENSES; UNCERTAINTY AS TO THE AVAILABILITY,
COST AND TERMS OF LICENSES; RESTRICTIONS ON LICENSES

     The Company's ability to retain and exploit its existing telecommunications
licenses and to renew them when they expire, and to obtain new licenses in the
future, is essential to the Company's operations. However, these licenses are
typically granted by governmental agencies in developing countries, and there
can be no assurance that these governmental agencies will not seek to
unilaterally limit, revoke or otherwise adversely modify the terms of these
licenses in the future, any of which could have a material adverse effect on the
Company, and the Company may have


                              Page 51 of 124 pages.
<PAGE>


limited or no legal recourse if any of these events were to occur. In addition,
there can be no assurance that renewals to these licenses will be granted or, if
renewed, that the renewal terms will not be substantially less favorable to the
Company than the original license terms, any of which could have a material
adverse effect on the Company. Likewise, many of the Company's operating
companies and developmental stage projects have not yet obtained all of the
licenses necessary for their proposed operations, and no assurance can be given
that any such licenses will be obtained. For example, the Brazilian government
has not approved the transfer to Via 1, the Company's Brazilian ECTR operating
company, of the licenses contributed or to be contributed to it by its current
and proposed shareholders, and there can be no assurance that such approval will
be obtained. The failure to obtain such approval or to obtain other licenses
would have a material adverse effect on the Company.

     The Company believes that the opportunity to acquire substantial new
wireless licenses in developing countries will exist only for a limited time.
Further, although the Company's operating companies and developmental stage
projects have, to date, obtained many of their operating licenses through
private negotiations without having to participate in competitive bidding
processes, the Company anticipates that governments of developing countries will
increasingly discover the value of new wireless technologies and may require
bidding for licenses, which would likely increase the cost of these licenses,
perhaps substantially. In addition, the operating companies and developmental
stage projects may be required to purchase licenses from other license holders
in certain circumstances, for example, to gain network capacity or to increase
geographic coverage. Furthermore, relevant governmental authorities may grant
additional telecommunications licenses covering the same geographical areas as
the operating companies' and developmental stage projects' licenses or otherwise
grant licenses which allow other companies to compete directly with such
operating companies and developmental stage projects for wireless subscribers.
Although the inherent limitation on suitable frequency bands may provide some
protection against the issuance of competing licenses, there can be no assurance
that such competitive licenses will not be granted or, if granted, that they
will not have a material adverse effect on the Company. In addition, licenses
may be subject to significant operating restrictions or conditions, including
restrictions on interconnection to the public telephone system or requirements
that the operating companies or developmental stage projects complete
construction or commence commercial operation of the networks by specified
deadlines, which conditions, if not satisfied, may result in loss or revocation
of the license. Accordingly, even if an operating company or developmental stage
project is able to obtain a required license, there can be no assurance that
such operating requirements will be satisfied and, as a result, there can be no
assurance that such license will not be lost or revoked or that the restrictions
imposed upon such license will prevent the commercial exploitation of such
license, which could have a material adverse effect on the Company.

DEPENDENCE ON OTHER TELECOMMUNICATIONS PROVIDERS

     The success of the Company's wireless systems will in many cases depend
upon services provided by other telecommunications providers, some of which are
competitors of the Company, the operating companies and/or the developmental
stage projects. For example, the Company's operating companies and developmental
stage projects generally require interconnection agreements with national or
regional telephone companies in order for its wireless systems to connect with
land-line telephone systems, and may require the use of microwave or fiber optic
networks belonging to other parties to link its wireless systems. Although a
number of operating companies have entered into required interconnection and/or
linking agreements or have interconnection and/or linking arrangements in place,
the revocation, loss or modification of any of these existing agreements or
arrangements or the failure to obtain necessary agreements and/or arrangements
in the future could have a material adverse effect on the Company. Specifically,
STW, the Company's Malaysian WLL project, has in the past had difficulties
obtaining interconnect services from its interconnect provider, which is a
competitor of STW. In addition, STW's interconnect agreement expires in August
1997. Any failure of STW to obtain interconnect services pursuant to its
interconnect agreement or to obtain a successor agreement would have a material
adverse effect on STW.

DEPENDENCE ON PARTNERS

     The Company will generally continue to depend on its local partners to
obtain required licenses in all of its wireless projects. In addition, the
Company is often dependent on strategic partners with resources beyond those of
the Company to pursue larger scale projects, including certain WLL projects. In
WLL projects, the Company may require the participation of a larger
telecommunications company possessing the substantial capital and operating
resources required to finance and deploy a WLL system. The failure of the
Company to identify and enter into relationships with


                              Page 52 of 124 pages.
<PAGE>

strong partners, or the failure of those partners to provide these resources,
may have a material adverse effect on the Company.

CONSTRUCTION RISKS

     The operating companies and developmental stage projects in which the
Company invests typically require substantial construction of new wireless
networks and additions to existing wireless networks. Construction activity will
require the operating companies and developmental stage projects to obtain
qualified subcontractors and necessary equipment on a timely basis, the
availability of which varies significantly from country to country. Construction
projects are subject to cost overruns and delays not within the control of the
operating company or the developmental stage project or its subcontractors, such
as those caused by acts of governmental entities, financing delays and
catastrophic occurrences. Delays also can arise from design changes and material
or equipment shortages or delays in delivery. Accordingly, there can be no
assurance that the operating companies or developmental stage projects will be
able to complete current or future construction projects for the amount budgeted
or within the time periods projected, or at all. Failure to complete
construction for the amount budgeted or on a timely basis could jeopardize
subscriber contracts, franchises or licenses and could have a material adverse
effect on the Company. In particular, telecommunications licenses often are
granted on the condition that network construction be completed or commercial
operations be commenced by a specified date. Failure to comply with these
deadlines could result in the loss or revocation of the licenses. In that
regard, certain operating companies have failed to meet such deadlines in the
past. Specifically, UTS, which provides ECTR services in the Visayas and
Mindanao regions of the Philippines, failed to comply with the service date
requirement contained in its provisional authority but subsequently cured such
failure and was issued a final operating authority by the Philippine government
in 1997. Similarly, in the Via 1 Project, because the Company and its proposed
partners were unable to comply with operations commencement deadlines with
respect to their licenses, they had to apply for, and have received, extensions
of such deadlines. Although such failures have not to date led to the loss of
any licenses, there can be no assurance that the relevant governmental
authorities will not seek to revoke licenses as a result of these past defaults
or refuse to grant deadline extensions to similar defaults occurring in the
future, which could have a material adverse effect on the Company.

SUBSTANTIAL LEVERAGE

     As discussed above, the operating companies and developmental stage
projects will require continuing sources of additional financing. Certain of the
operating companies have substantial indebtedness and, to the extent that
additional debt financing is available, such operating companies may incur
additional indebtedness, and other operating companies or developmental stage
projects may in the future incur substantial indebtedness, in relation to their
respective base of equity capital. To the extent that any of the operating
companies or developmental stage projects now has or in the future incurs a high
level of indebtedness, such indebtedness will have important consequences to
holders of the Common Stock, including (i) a possible restriction on such
entity's ability to pay dividends or make other distributions to the Company,
(ii) a possible limitation on such entity's ability to obtain additional debt
financing and (iii) a possible impairment of such entity's ability to react to
changes in the industry and economic conditions generally.

COMPETITION

     Although the implementation of advanced wireless technologies is in the
early stages of deployment in most developing countries, the Company believes
that its business will become increasingly competitive, particularly as
businesses and foreign governments realize the market potential of these
wireless technologies. A number of large American, Japanese and European
companies, including U.S.-based regional Bell operating companies ("RBOCs") and
large international telecommunications companies, are actively engaged in
programs to develop and commercialize wireless technologies in developing
counties. In many cases, the Company will also compete against local land-line
carriers, including government-owned telephone companies. Most of these
companies have substantially greater financial and other resources, including
research and development staffs and technical and marketing capabilities than
the Company. The Company anticipates that there will be increasing competition
for additional licenses and increased competition to the extent such licenses
are obtained by others. Although the Company intends to employ relatively new
technologies, there will be a continuing competitive threat from even newer
technologies which may render the technologies employed by the Company obsolete.


                              Page 53 of 124 pages.
<PAGE>


REGULATION

     The wireless services of the Company's operating companies and
developmental stage projects are subject to governmental regulation, which may
change from time to time. There can be no assurance that material and adverse
changes in the regulation of the Company's existing or future operating
companies or developmental stage projects will not occur in the future. To date,
certain operating companies and developmental stage projects have been subject
to foreign ownership restrictions, service requirements, restrictions on
interconnection of wireless systems to government-owned or private telephone
networks, subscriber rate-setting, technology and construction requirements,
among others. These regulations may be difficult to comply with, particularly
given demographic, geographic or other issues in a particular market. Further,
changes in the regulatory framework may limit the ability to add subscribers to
developing systems. An operating company's or developmental stage project's
failure to comply with applicable governmental regulations or operating
requirements could result in the loss of licenses or otherwise could have a
material adverse effect on the Company.

FOREIGN CORRUPT PRACTICES ACT

     The Company is subject to the Foreign Corrupt Practices Act ("FCPA"), which
generally prohibits U.S. companies and their intermediaries from bribing foreign
officials for the purpose of obtaining or keeping business or licenses or
otherwise obtaining favorable treatment. Although the Company has taken
precautions to comply with the FCPA, there can be no assurance that such
precautions will protect the Company against liability under the FCPA,
particularly as a result of actions which may in the past have been taken or
which may be taken in the future by agents and other intermediaries for whose
actions the Company may be held liable under the FCPA. In particular, the
Company may be held responsible for actions taken by its strategic or local
partners even though such strategic or local partners are themselves typically
foreign companies which are not subject to the FCPA; and the Company has no
ability to control such strategic or local partners. Any determination that the
Company has violated the FCPA could have a material adverse effect on the
Company.

TAX RISKS

     Distributions of earnings and other payments received from the Company's
operating subsidiaries and affiliates are likely to be subject to withholding
taxes imposed by the jurisdictions in which such entities are formed or
operating. In general, a U.S. corporation may claim a foreign tax credit against
its federal income tax expense for such foreign withholding taxes and foreign
taxes paid directly by corporate entities in which the Company owns 10% or more
of the voting stock. The ability to claim such foreign tax credits and to
utilize net foreign losses is, however, subject to numerous limitations, and the
Company may incur incremental tax costs as a result of these limitations or
because the Company is not in a tax paying position in the U.S.

     Special U.S. tax rules apply to U.S. taxpayers that own stock in a "passive
foreign investment company" (a "PFIC") that could also increase the Company's
effective rate of taxation. In general, a non-U.S. corporation will be treated
as a PFIC if at least 75 percent of its income is "passive income" or if at
least 50 percent of its assets are held for the production of "passive income."
A non-U.S. corporation that owns 25 percent or more of the stock of a non-U.S.
subsidiary is treated as receiving a proportionate share of the income of, and
as owning a proportionate share of the assets of, such subsidiary.

     It is possible that certain operating companies in which the Company owns
an equity interest are PFICs. Generally, except to the extent the Company makes
an election to treat a PFIC in which it owns stock as a "qualified electing
fund" (a "QEF") in the first taxable year in which the Company owns the PFIC's
stock, (i) the Company would be required to allocate gain recognized upon the
disposition of stock in the PFIC and income recognized upon receiving certain
dividends ratably over the Company's holding period for the stock in the PFIC,
(ii) the amount allocated to each year other than the year of the disposition or
dividend payment would be taxable at the highest U.S. tax rate applicable to
corporations, and an interest charge for the deemed deferral benefit would be
imposed with respect to the tax attributable to each year, and (iii) gain
recognized upon disposition of PFIC shares would be taxable as ordinary income.

     If the Company were to make the QEF election, as described above, the
Company would be required in each year that the PFIC qualification tests are met
to include its pro rata share of the QEF's earnings as ordinary income and its
pro rata share of the QEF's net capital gain as long-term capital gain, whether
or not such amounts are actually


                              Page 54 of 124 pages.
<PAGE>


distributed. The Company has not made any QEF elections with respect to any
non-U.S. corporation in which it holds stock.

     The Company may also be required to include in its income for U.S. income
tax purposes its proportionate share of the earnings of those foreign corporate
subsidiaries that are classified as "controlled" foreign corporations without
regard to whether distributions have been received from such companies.


                              Page 55 of 124 pages.

<PAGE>

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

    INTERNATIONAL WIRELESS COMMUNICATIONS HOLDINGS, INC. AND SUBSIDIARY


                                                                       PAGE
                                                                       ----
International Wireless Communications Holdings, Inc. and Subsidiary
  Independent Auditors' Reports........................................ F-2
  Consolidated Balance Sheets as of December 31, 1995 and 1996........  F-4
  Consolidated Statements of Operations for the years 
    ended December 31, 1994, 1995, and 1996...........................  F-5
  Consolidated Statements of Stockholders' Equity (Deficit)  
    for the years ended December 31, 1994, 1995 and 1996..............  F-6
  Consolidated Statements of Cash Flows for the years ended
    December 31, 1994, 1995, and 1996.................................  F-7
  Notes to Consolidated Financial Statements..........................  F-9



       International Wireless Communications Holdings, Inc. ("IWC Holdings") 
is a holding company which conducts all of its operations through its wholly 
owned subsidiary, International Wireless Communications, Inc. and its 
subsidiaries ("IWC") and has no assets, liabilities or operations other than 
its investment in IWC as of December 31, 1996. Separate consolidated 
financial statements of IWC would be identical to the consolidated financial 
statements of IWC Holdings as of December 31, 1994 and 1995. As of December 
31, 1996, the financial statements of IWC Holdings and IWC are identical 
except for a certain debt obligation, related warrants and debt issue costs 
related to the Debt Offering as hereinafter described which are recorded at 
the IWC Holdings level. IWC has executed an intercompany note to IWC Holdings 
in a principal amount equal to the net proceeds of the Debt Offering. 
Although separate financial statements of IWC would normally be required to 
be presented by Regulation S-X, they are not included as management believes 
they would not be meaningful due to the separately identifiable differences 
described above.


                                 F-1
<PAGE>

                       INDEPENDENT AUDITORS' REPORT

The Board of Directors

International Wireless Communications Holdings, Inc.:

        We have audited the accompanying consolidated balance sheets of 
International Wireless Communications Holdings, Inc. and subsidiary ("IWC 
Holdings") as of December 31, 1995 and 1996, and the related consolidated 
statements of operations, stockholders' equity (deficit), and cash flows for 
each of the years in the three-year period ended December 31, 1996. These 
consolidated financial statements are the responsibility of IWC Holdings' 
management. Our responsibility is to express an opinion on these consolidated 
financial statements based on our audits. We did not audit the financial 
statements of PT Rajasa Hazanah Perkasa ("RHP"), an investment which is 
reflected in the accompanying consolidated financial statements using the 
equity method of accounting as of and for the years ended December 31, 1995 
and 1996 (see Note 5). The investment in this company represents 25% and 17% 
of consolidated assets as of December 31, 1995 and 1996, respectively. The 
equity in its net loss was approximately $1,310,000 and $4,746,000 for the 
years ended December 31, 1995 and 1996, respectively. Those statements were 
audited by other auditors whose report has been furnished to us and our 
opinion, insofar as it relates to the amounts included for that company, is 
based on the report of other auditors. 

        We conducted our audits in accordance with generally accepted 
auditing standards. Those standards require that we plan and perform the 
audit to obtain reasonable assurance about whether the financial statements 
are free of material misstatement. An audit includes examining, on a test 
basis, evidence supporting the amounts and disclosures in the financial 
statements. An audit also includes assessing the accounting principles used 
and significant estimates made by management, as well as evaluating the 
overall financial statement presentation. 

        In our opinion, based on our audit and the report of other auditors 
for 1995 and 1996, the consolidated financial statements referred to above 
present fairly, in all material respects, the financial position of IWC 
Holdings as of December 31, 1995 and 1996, and the results of their 
operations and their cash flows for each of the years in the three-year 
period ended December 31, 1996, in conformity with generally accepted 
accounting principles.

                                   KPMG Peat Marwick LLP

San Jose, California
April 11, 1997

                                                                   
                                 F-2
<PAGE>

                      INDEPENDENT AUDITORS' REPORT

REPORT NO. 27181S

The Board of Directors and Stockholders
PT RAJASA HAZANAH PERKASA AND SUBSIDIARY


        We have audited the consolidated balance sheets of PT Rajasa Hazanah 
Perkasa and Subsidiary as of December 31, 1995 and 1996, and the related 
consolidated statements of income and deficit and cash flows for the years 
then ended (not presented separately herein).  These financial statements are 
the responsibility of the Company's management.  Our responsibility is to 
express an opinion on these financial statements based on our audits.

        We conducted our audit in accordance with auditing standards 
established by the Indonesian Institute of Accountants, which are 
substantially similar to the generally accepted auditing standards in the 
United States of America.  Those standards require that we plan and perform 
the audit to obtain reasonable assurance about whether the financial 
statements are free of material misstatement.  An audit includes examining, 
on a test basis, evidence supporting the amounts and disclosures in the 
financial statements.  An audit also includes assessing the accounting 
principles used and significant estimates  made by management, as well as 
evaluating the overall financial statement presentation.  We believe that our 
audit provides a reasonable basis for our opinion.

        In our opinion, the consolidated financial statements referred to 
above present fairly, in all material respects, the financial position of PT 
Rajasa Hazanah Perkasa and its subsidiary as of December 31, 1995 and 1996, 
and the results of their operations and their cash flows for the years then 
ended in conformity with generally accepted accounting principles in the 
Republic of Indonesia.

        Generally accepted accounting principles in Indonesia vary in certain 
respects with those in the United States of America.  A description of the 
significant differences between those two generally accepted accounting 
principles and the approximate effects of those differences on net income and 
stockholders' equity are set forth in Notes 22 and 23 to the consolidated 
financial statements (not presented separately herein).


PRASETIO, UTOMO & CO.



Drs M.P. Sibarani
License No. SI.570/MK.17/1993

March 24, 1997


                                 F-3
<PAGE>

 INTERNATIONAL WIRELESS COMMUNICATIONS HOLDINGS, INC. AND SUBSIDIARY
                    CONSOLIDATED BALANCE SHEETS
                    DECEMBER 31, 1995 AND 1996
                 (In thousands, except share data)
                                                                   
                                ASSETS

<TABLE>
<CAPTION>                                                
                                              1995             1996
                                              ----             ----
<S>                                         <C>              <C>
Current assets:
  Cash and cash equivalents................ $25,398          $41,657
  Accounts receivable......................      --              348
  Notes receivable from affiliates.........     338              813
  Note receivable..........................      --            1,431
  Advances to affiliate....................     728               99
  License deposit..........................      --            5,255
  Investment in affiliate held for sale....      --            2,062
  Other current assets.....................     387            2,743
                                           --------         --------
      Total current assets.................  26,851           54,408

Property and equipment, net................   4,269           18,426
Investments in affiliates..................  52,280           68,394
Telecommunication licenses and other
  intangibles, net.........................  12,186           18,484
License deposit............................      --            3,042
Debt issuance costs, net...................      --            6,431
Other assets...............................      57              173
                                           --------         --------
      Total assets......................... $95,643         $169,358
                                           --------         --------
                                           --------         --------

    LIABILITIES, MINORITY INTERESTS, REDEEMABLE CONVERTIBLE PREFERRED 
                  STOCK AND STOCKHOLDERS' DEFICIT
                                                                   
Current liabilities:
  Accounts payable and accrued expenses....  $5,757           $7,313
  Notes payable to related party...........   1,800               --
  Note payable.............................   4,000               --
                                           --------         --------
      Total current liabilities............  11,557            7,313
Long-term debt, net........................      --           75,466
                                           --------         --------
      Total liabilities....................  11,557           82,779
Minority interests in consolidated
  subsidiaries.............................      --            5,685
Redeemable convertible preferred stock, $.01
  par value per share; 21,541,480 shares 
  designated; 15,698,400 and 15,973,200 
  shares issued and outstanding in 1995 and 
  1996, respectively; net of note receivable
  from stockholder of $26 in 1995 and 1996;
  liquidation and minimum redemption value 
  of $107,399 in 1996......................  98,845          103,021

Commitments and contingencies (Note 13)
Stockholders' deficit:
  Convertible preferred stock, $.01 par
    value per share; 1,200,000 shares 
    designated; 1,200,000 and 933,200 
    shares issued, and outstanding in 1995
    and 1996, respectively; liquidation 
    value of $793..........................      12                9
  Common stock, $.01 par value per share;
    26,000,000 shares authorized; 
    328,000 and 636,720 shares issued and 
    outstanding in 1995 and 1996, 
    respectively...........................       3                6
Additional paid-in capital.................     749           31,060
Note receivable from stockholder...........    (152)            (152)
Unrealized gain on investments.............      --               68
Cumulative translation adjustment..........      (1)             271
Accumulated deficit........................ (15,370)         (53,389)
                                           --------         --------
      Total stockholders' deficit.......... (14,759)         (22,127)
                                           --------         --------
      Total liabilities, minority 
        interests, redeemable convertible
        preferred stock and stockholders'
        deficit............................ $95,643         $169,358
                                           --------         --------
                                           --------         --------
</TABLE>

        See accompanying notes to consolidated financial statements.


                                    F-4


<PAGE>

    INTERNATIONAL WIRELESS COMMUNICATIONS HOLDINGS, INC. AND SUBSIDIARY
                  CONSOLIDATED STATEMENTS OF OPERATIONS
            FOR THE YEARS ENDED DECEMBER 31, 1994, 1995 AND 1996
                               (In thousands)

<TABLE>
<CAPTION>
                                      1994    1995        1996
                                      ----    ----        ----
<S>                                   <C>        <C>    <C>
Operating revenue .................    $-        $-       $869
Cost of revenue                         -         -      1,948
                                   -------  --------   --------
                                        -         -     (1,079)
Operating expenses:
   Selling, general and 
     administrative expenses ......  2,481     6,365    17,333
   Equity in losses of affiliates .      -     3,756    11,783
   Minority interests in losses of 
     consolidated subsidiaries ....      -        -       (275)
                                   -------  --------   --------
        Loss from operations ...... (2,481)  (10,121)  (29,920)
 Other income (expense):
   Interest income ................    106       232     1,823
   Interest expense ...............   (115)   (1,354)   (6,790)
   Other ..........................    (13)      (28)   (1,021)
                                   -------  --------  --------
        Net loss ..................$(2,503) $(11,271) $(35,908)
                                   -------  --------  --------
                                   -------  --------  --------
 
</TABLE>

     See accompanying notes to consolidated financial statements.
   
                                      F-5
<PAGE>

      INTERNATIONAL WIRELESS COMMUNICATIONS HOLDINGS, INC. AND SUBSIDIARY

          CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
               YEARS ENDED DECEMBER 31, 1994, 1995, AND 1996

                    (In thousands, except share data)
<TABLE>
<CAPTION>

                                                                                                                      Note

                                        Convertible                                              Additional        receivable

                                      preferred stock                   Common Stock               paid-in            from
                                ---------------------------  ------------------------------ 
                                   Shares          Amount          Shares          Amount          capital         stockholder
                                -------------  ------------  ----------------  ------------    ---------------  ----------------
<S>                             <C>            <C>                  <C>        <C>             <C>              <C>
Balances as of December 31,     
1993.........................       1,229,240  $         11         1,200,000  $         12    $         1,407  $             -

Conversion of Series A
 preferred stock to
 Series B redeemable
 preferred stock.............      (1,229,240)          (11)                -             -               (933)               -

Conversion of common
 stock to Series A
 preferred stock.............       1,200,000            12        (1,200,000)          (12)                 -                -

Issuance of common stock.....               -             -            76,080             1                151             (152)

Accretion of redeemable
 preferred stock.............               -             -                 -             -                  -                -

Net loss.....................               -             -                 -             -                  -                -
                                -------------  ------------  ----------------  ------------    ---------------  ----------------
Balances as of December 31,
1994.........................       1,200,000            12            76,080             1                625             (152)

Issuance of common stock.....               -             -           251,920             2                124                -

Accretion of redeemable
 preferred stock.............               -             -                 -             -                  -                -

Foreign currency
 translation.................               -             -                 -             -                  -                -

Net loss.....................               -             -                 -             -                  -                -
                                -------------  ------------  ----------------  ------------    ---------------  ----------------

Balances as of December 31,
1995.........................       1,200,000            12           328,000             3                749             (152)

Conversion of Series A
 preferred stock to
 common stock................        (266,800)           (3)          266,800             3                  -                -

Exercise of stock options....               -             -            41,920             -                 11                -

Issuance of warrants.........               -             -                 -             -             30,300                -

Unrealized gain on 
 investments.................               -             -                 -             -                  -                -

Foreign currency
 translation.................               -             -                 -             -                  -                -

Accretion of redeemable
 preferred stock.............               -             -                 -             -                  -                -

Net loss.....................               -             -                 -             -                  -                -
                                -------------  ------------  ----------------  ------------    ---------------  ----------------
Balances as of December 31,
1996.........................         933,200  $          9           636,720  $          6    $        31,060  $          (152)
                                -------------  ------------  ----------------  ------------    ---------------  ----------------
                                -------------  ------------  ----------------  ------------    ---------------  ----------------


                                                                                   Total
                                   Unrealized    Cumulative                    stockholders'
                                    gain on     translation      Accumulated      equity
                                  investments   adjustment         deficit      (deficit)
                                -------------- ------------ ------------------ -------------
<S>                             <C>            <C>          <C>                <C>          
Balances as of December 31,     
1993.........................   $           -  $          -  $         (1,005) $        425

Conversion of Series A
 preferred stock to
 Series B redeemable
 preferred stock.............               -             -                 -          (944)

Conversion of common
 stock to Series A
 preferred stock.............               -             -                 -             -

Issuance of common stock.....               -             -                 -             -

Accretion of redeemable
 preferred stock.............               -             -              (132)         (132)

Net loss.....................               -             -            (2,503)       (2,503)
                                -------------  ------------  ----------------  ------------

Balances as of December 31,
1994.........................               -             -            (3,640)       (3,154)

Issuance of common stock.....               -             -                 -           126

Accretion of redeemable
 preferred stock.............               -             -              (459)         (459)

Foreign currency
 translation.................               -            (1)                -            (1)

Net loss.....................               -             -           (11,271)      (11,271)
                                -------------  ------------  ----------------  ------------

Balances as of December 31,
1995.........................               -            (1)          (15,370)      (14,759)

Conversion of Series A
 preferred stock to
 common stock................               -             -                 -             -

Exercise of stock options....               -             -                 -            11

Issuance of warrants.........               -             -                 -        30,300

Unrealized gain on 
 investments.................              68             -                 -            68

Foreign currency
 translation.................               -           272                 -           272

Accretion of redeemable
 preferred stock.............                                          (2,111)       (2,111)

Net loss.....................                                         (35,908)      (35,908)
                                -------------  ------------  ----------------  ------------

Balances as of December 31,
1996.........................   $          68  $        271  $        (53,389) $    (22,127)
                                -------------  ------------  ----------------  ------------
                                -------------  ------------  ----------------  ------------

</TABLE>

          See accompanying notes to consolidated financial statements.

                                  F-6


<PAGE>

     INTERNATIONAL WIRELESS COMMUNICATIONS HOLDINGS, INC. AND SUBSIDIARY
                                                                   
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                      DECEMBER 31, 1994, 1995 AND 1996
                               (In thousands)
<TABLE>
<CAPTION>
                                                                   
                                                                 1994       1995        1996
                                                                 ----       ----        ----
<S>                                                            <C>        <C>         <C>
Cash flows from operating activities:
  Net loss ................................................    $(2,503)   $(11,271)   $(35,908)
  Adjustments to reconcile net loss to net cash used 
   in operating activities:
    Depreciation ..........................................         15          37         732
    Amortization of telecommunication licenses and other
      intangibles .........................................         40         294       1,103
    Amortization of debt issuance costs ...................          -           -         369
    Amortization of long-term debt discount ...............          -           -       5,764
    Equity in losses of affiliates ........................          -       3,756      11,783
    Minority interest in losses of consolidated subsidiaries         -           -         275
    Unrealized gain on investments ........................          -           -          68
    Changes in operating assets and liabilities:
       Accounts receivable ................................          -           -        (138)
       Other current assets ...............................          5        (350)     (2,342)
       Accounts payable and accrued expenses ..............         45       5,557       1,246
                                                              --------     --------   -------- 
         Net cash used in operating activities ............     (2,398)     (1,977)    (17,048)
                                                              --------     --------   -------- 
Cash flows from investing activities:
    Issuances of notes receivable from affiliates .........          -           -      (1,058)
    Repayment of notes receivable from affiliates .........     (2,245)       (113)        583
    Issuance of note receivable ...........................          -           -      (3,231)
    Repayment of note receivable ..........................          -           -       1,800
    Advances to affiliate .................................          -        (728)     (1,921)
    Purchases of property and equipment ...................        (88)     (4,218)     (8,657)
    Purchase of TeamTalk Limited ..........................          -           -      (3,198)
    Investments in affiliates .............................     (3,704)    (19,589)    (31,943)
    Minority interest in consolidated subsidiaries ........          -           -       5,410
    Purchase of telecommunication licenses
     and other intangibles ................................          -     (12,153)     (5,772)
    License deposits ......................................          -           -      (8,297)
    Other assets ..........................................       (169)         70         100
                                                              --------     --------   -------- 
         Net cash used in investing activities ............     (6,206)    (36,731)    (56,184)
                                                              --------     --------   -------- 
 Cash flows from financing activities:
    Proceeds from issuance of notes payable ...............      5,180      28,138           -
    Repayment of notes payable ............................     (2,060)     (2,050)     (4,000)
    Net proceeds from issuance of stock and warrants ......     15,122      27,720      30,300
    Proceeds from revolving credit facility ...............          -           -       7,000
    Repayment of revolving credit facility ................          -           -      (7,000)
    Exercise of stock options .............................          -           -          11
    Debt issuance costs ...................................          -           -      (6,800)
    Proceeds from issuance of long-term debt ..............          -           -      69,702
                                                              --------     --------   -------- 
         Net cash provided by financing activities ........     18,242      53,808      89,213
                                                              --------     --------   -------- 
 Effect of foreign currency exchange rates on cash 
   and cash equivalents ...................................          -           -         278
                                                              --------     --------   -------- 
 Net increase in cash and cash equivalents ................      9,638      15,100      16,259
 Cash and cash equivalents at beginning of year ...........        660      10,298      25,398
                                                              --------     --------   -------- 
 Cash and cash equivalents at end of year .................    $10,298     $25,398     $41,657
                                                              --------     --------   -------- 
                                                              --------     --------   -------- 
</TABLE>

                                      F-7
<PAGE>

     INTERNATIONAL WIRELESS COMMUNICATIONS HOLDINGS, INC. AND SUBSIDIARY
                                                                   
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                      DECEMBER 31, 1994, 1995 AND 1996
                               (In thousands)

<TABLE>
<CAPTION>
                                                                 1994       1995        1996
                                                                 ----       ----        ----
<S>                                                            <C>        <C>         <C>
Supplemental cash flow information:
  Cash paid for interest .................................        $103        $949        $662
                                                              --------     --------   -------- 
                                                              --------     --------   -------- 
Noncash financing and investing activities:
  
Conversion of loans to equity ............................      $3,380     $24,307      $2,052
                                                              --------     --------   -------- 
                                                              --------     --------   -------- 
Conversion of note receivable to investment in affiliate .           -      $2,020          -
                                                              --------     --------   -------- 
                                                              --------     --------   -------- 
Note receivable from sale of stock .......................        $178           -          -
                                                              --------     --------   -------- 
                                                              --------     --------   -------- 
Exchange of preferred stock for investment in affiliates .           -     $25,000          -
                                                              --------     --------   -------- 
                                                              --------     --------   -------- 
Exchange of common stock for investment in CTP ...........           -        $125          -
                                                              --------     --------   -------- 
                                                              --------     --------   -------- 
Note payable assumed in connection with RHP investment ...           -      $4,000          -
                                                              --------     --------   -------- 
                                                              --------     --------   -------- 
Effect of net assets of TeamTalk Limited previously 
 accounted for by the equity method ......................           -           -      $4,395
                                                              --------     --------   -------- 
                                                              --------     --------   -------- 


</TABLE>

       See accompanying notes to consolidated financial statement.

                                      F-8
<PAGE>


    INTERNATIONAL WIRELESS COMMUNICATIONS HOLDINGS, INC. AND SUBSIDIARY
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 1995 AND 1996
                                                                   
(1) NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF BUSINESS

        International Wireless Communications Holdings, Inc. ("IWC Holdings") 
was incorporated in Delaware in July 1996 as a holding company whose primary 
assets are all of the issued and outstanding capital stock of International 
Wireless Communications, Inc. ("IWC" or "the Company") and a note receivable 
from IWC in a principal amount equal to the net proceeds from the Debt 
Offering (see Note 9).  IWC was incorporated in Delaware in January 1992 and 
develops, owns and operates wireless communications companies in emerging 
markets in Asia and Latin America.  These local wireless businesses ("LWBs") 
provide a variety of communications services, including enhanced capacity 
trunked radio ("ECTR"), wireless local loop ("WLL"), cellular and paging.  
Together with local and strategic partners, IWC has interests in Brazil, 
China, India, Indonesia, Malaysia, Mexico, New Zealand, Pakistan, Peru, and 
the Philippines. 

        The Company's operations to date have principally been in the early 
stage development of LWBs.  In addition, the Company intends to pursue 
aggressively additional investment opportunities.  The Company's existing 
cash balance is sufficient to meet its operating and contractual obligations 
for the next fiscal year.  It is not sufficient, however, to meet the 
Company's business objective of participation in additional equity rounds to 
finance the infrastructure buildout of its operating and nonoperating LWBs.  
The ability of the Company to make additional investments is dependent on 
available external financing.  In the event the Company is unable to obtain 
external financing it may ultimately be unable to either maintain its 
existing ownership interests or fully realize the underlying LWBs potential.

        Subsequent to the formation of IWC Holdings, IWC Holdings and IWC 
completed a reorganization in which IWC became a wholly owned subsidiary of 
IWC Holdings through the conversion of each share of the then outstanding 
capital stock of IWC into forty shares of the corresponding class and series 
of stock of IWC Holdings (the "Stock Conversion"). All data related to shares 
and per share amounts for all periods presented have been adjusted to reflect 
the effect of the reorganization and the Stock Conversion.

        Consistent with industry practice, the Company considers itself to be 
operating in one business segment. 

BASIS OF CONSOLIDATION

        The accompanying consolidated financial statements include the 
accounts of IWC, its wholly owned subsidiaries, Servicos de Radio 
Comunicacoes Ltda. ("SRC"), TeamTalk Limited ("TeamTalk"), New Zealand 
Wireless Limited ("New Zealand Wireless"), International Wireless 
Communications Asia Holdings, B.V. ("IWC Asia") and International Wireless 
Communications Latin America Holdings, Limited ("IWC Latin America"), and 
four majority owned subsidiaries, M/S Mobilcom (Pte) Ltd. ("Mobilcom 
Pakistan"), PeruTel S.A. ("PeruTel"), Star Telecom Overseas (Cayman Islands) 
Limited ("STOL"), and Promociones Telefonicas S.A. ("Protelsa").  In February 
1996, the Company, through a joint venture agreement, entered into a wireless 
data business and established Wireless Data Services, Ltd. ("WDS").  This 
entity, although 50% owned by the Company, has also been consolidated in the 
accompanying consolidated financial statements. Effective April 30, 1996, the 
Company acquired the remaining 50% interest of TeamTalk, and as such, the 
accompanying consolidated balance sheet as of December 31, 1996 also includes 
the accounts of TeamTalk.  The consolidated statement of operations for the 
year ended December 31, 1996 also includes the accounts of the now wholly 
owned TeamTalk subsidiary since April 30, 1996, the effective date of the 
acquisition (see Note 5).  Prior to May 1, 1996, the consolidated financial 
statements reflect TeamTalk as an investment accounted for under the equity 
method.  In August 1996, IWC acquired a 70% interest in STOL, and as such, 
the accompanying consolidated balance sheet as of December 31, 1996 also 
includes the accounts of STOL.  The consolidated statement of operations for 
the year ended December 31, 1996 also includes the accounts of STOL since the 
date of acquisition.   In December 1996, IWC acquired a 66% interest in 
Protelsa, and as such, the accompanying consolidated balance sheet as of 
December 31, 1996 also includes the accounts of Protelsa.  The consolidated 
statement of operations for the year ended December 31, 1996 also includes 
the accounts of Protelsa since the date of acquisition.  All significant 
intercompany accounts and transactions have been eliminated in consolidation. 


                                 F-9
<PAGE>

FOREIGN CURRENCY TRANSLATION

        The functional currency for the Company's foreign operating entities 
is the applicable local currency, except for those entities located in highly 
inflationary countries. Translation from the applicable foreign currencies to 
U.S. dollars is performed for monetary assets and liabilities using current 
exchange rates in effect at the balance sheet date and for revenue and 
expense accounts using a weighted average exchange rate during the period. 
The gains or losses, net of applicable deferred income taxes, resulting from 
such translation, if material, are included in stockholders' equity. Gains or 
losses resulting from foreign currency transactions are included in other 
income. For non-operating foreign investees and for the Company's investee in 
Brazil, a highly inflationary country, the functional currency is the U.S. 
dollar. Remeasurement adjustments for foreign entities, where the U.S. dollar 
is the functional currency, and exchange gains and losses arising from 
transactions denominated in a currency other than the functional currency, 
are included in other income and are not material in any of the years 
presented. 

REVENUE RECOGNITION

        Revenue includes primarily access and usage charges for subscriber 
units under service agreements with the Company's consolidated subsidiaries 
that have commenced operations.  The terms of these service agreements range 
from monthly to 36 month periods.

CASH AND CASH EQUIVALENTS

        The Company considers all highly liquid instruments with a maturity 
of 90 days or less at the time of acquisition to be cash equivalents. 

        The Company adopted the provisions of Statement of Financial 
Accounting Standards ("SFAS") No. 115, "Accounting for Certain Investments in 
Debt and Equity Securities" and has classified its investments in certain 
debt and equity securities as "available for sale".  Such investments are 
recorded at fair value, with unrealized gains and losses reported as a 
separate component of stockholders' deficit.  The cost of securities sold is 
based upon the specific identification method.

PROPERTY AND EQUIPMENT

        Property and equipment are stated at original cost. Depreciation is 
computed using the straight-line method over the estimated useful lives of 
the respective assets, generally three to five years for 
non-telecommunication equipment and ten years for telecommunication equipment.

INVESTMENTS IN AFFILIATED COMPANIES

        Investments in affiliated companies consist of the costs incurred to 
acquire development stage projects or interests in entities that have been 
awarded telecommunication licenses to provide various wireless 
telecommunication services.

        The cost method of accounting is used for the Company's investments 
in affiliated companies where the Company's voting interest is less than 20% 
and the Company does not exert significant influence. Under the cost method, 
the investment is recorded at cost, and income is recognized only to the 
extent distributed by the investee as dividends. No such dividends were 
declared or distributed for the years ended December 31, 1994, 1995 and 1996. 
Write-downs to the recorded historical cost are recognized when the Company 
believes that a permanent impairment in value has occurred. 

        Where the Company's voting interest is 20% to 50% and the Company 
does not exercise control, the equity method of accounting is used. Under 
this method, the investment, originally recorded at cost, is adjusted to 
recognize the Company's share of net earnings or losses of the investee, 
limited, in the case of losses, to the extent of the Company's investment 
therein, and the amortization of telecommunication licenses and other 
intangibles, if any. The amount of the purchase price that exceeded the fair 
value of the Company's percentage ownership of the equity investee's tangible 
assets at the date of acquisition reflects the existence of intangible assets 
of the equity investee. The primary intangible asset of each equity investee 
consists of the equity investee's telecommunication licenses or rights to 
participate in such licenses. Amounts attributable to other intangibles, such 
as workforce, customer lists, and agreements with local 


                                 F-10
<PAGE>

companies for transmitter and antenna locations, are not material. 
Accordingly, the Company has accounted for the excess purchase price as 
attributable to primarily telecommunication licenses and participation rights 
and amortizes such intangibles generally over a period of 20 years. To the 
extent that goodwill exists, the Company believes that the difference in 
amortization lives between telecommunication licenses and goodwill would not 
have a material effect on the accompanying financial statements. In some 
cases, the terms of the licenses held by the equity investees are less than 
twenty years. However, the Company believes that it will be able to renew the 
licenses indefinitely if it builds out the infrastructure and establishes 
commercial service. The costs of license renewal are expected to be nominal. 

        The Company consolidates entities it controls, generally through 
greater than 50% ownership interest. 

TELECOMMUNICATION LICENSES AND OTHER INTANGIBLES

        The Company has acquired majority ownership interest in various LWBs. 
These acquisitions have been accounted for under the purchase method and are 
included in the accompanying consolidated financial statements. The amount of 
the purchase price that exceeded the underlying fair value of the Company's 
pro rata ownership in the LWB's net tangible assets at the date of 
acquisition represents the level of intangible assets of the LWB. The primary 
intangible asset of each LWB consists of the LWB's telecommunication licenses 
or rights to participate in such licenses. Given the early stage nature of 
the acquired entities, amounts attributable to other intangibles, such as 
workforce, customer lists, and agreements with local companies for 
transmitter and antenna locations, are not deemed material. Accordingly, the 
Company has accounted for the excess purchase price as attributable primarily 
to telecommunication licenses and participation rights. To the extent that 
goodwill exists, the Company believes that the difference in amortization 
lives between licenses and goodwill would not have a material effect on the 
accompanying financial statements. Licenses are amortized generally over a 
period of 20 years, commencing upon the date of completion of the 
acquisition. In some cases, the terms of the licenses held by the LWB's are 
less than twenty years. However, the Company believes that it will be able to 
renew the licenses indefinitely if it builds out the infrastructure and 
establishes commercial service. The costs of license renewal are expected to 
be nominal. Amortization expense was approximately $40,000, $294,000, and 
$1,103,000 for the years ended December 31, 1994, 1995 and 1996, 
respectively. 

STOCK-BASED COMPENSATION

        The Company uses the intrinsic value-based method of Accounting 
Principles Board ("APB") Opinion No. 25 to account for all of its employee 
stock-based compensation plans.

INCOME TAXES

        Income taxes are accounted for under the asset and liability method. 
Deferred tax assets and liabilities are recognized for the future tax 
consequences attributable to differences between the financial statement 
carrying amounts of existing assets and liabilities and their respective tax 
bases and operating loss and tax credit carryforwards. Deferred tax assets 
and liabilities are measured using enacted tax rates expected to apply to 
taxable income in the years in which those temporary differences are expected 
to be recovered or settled. The effect on deferred tax assets and liabilities 
of a change in tax rates is recognized in income in the period that includes 
the enactment date. 

USE OF ESTIMATES

        The preparation of financial statements in conformity with generally 
accepted accounting principles requires management to make estimates and 
assumptions that affect the reported amounts of assets and liabilities and 
disclosure of contingent assets and liabilities at the date of the financial 
statements and the reported amounts of expenses during the reporting period.  
Actual results could differ from these estimates. 

BUSINESS AND CREDIT CONCENTRATIONS AND RISK FACTORS

        Financial instruments, which potentially subject the Company to 
concentrations of credit risk, consist of cash and cash equivalents. The 
Company's investments are comprised of investment grade short-term debt 
instruments. Management believes that the financial risks associated with 
such deposits are minimal. 


                                 F-11
<PAGE>

        Included in the Company's consolidated balance sheet as of December 
31, 1995 and 1996, are long-term investments in various LWBs in such 
developing countries as Brazil, China, India, Indonesia, Malaysia, Pakistan, 
New Zealand, Peru, and the Philippines (see Note 14). These investments make 
up a significant portion of IWC's balance sheet (see Note 5). 

        Each IWC affiliate has a unique and distinct market, operating 
environment, and local economy with different subscription rates and costs to 
build and operate the systems. Achieving each operating plan is dependent 
upon successfully contending not only with normal risks associated with 
constructing and operating wireless properties, but also risks unique to 
operating in foreign emerging countries, such as regulatory compliance, 
contractual restrictions, labor laws, expropriation, nationalization, 
political, economic or social instability, and confiscatory taxation. 

        The Company anticipates that it will often have a minority interest 
in operating companies, in part because applicable laws often limit foreign 
investors to minority equity positions. As such, the Company may be unable to 
access the cash flow, if any, of its operating companies. Additionally, the 
Company's ability to sell or transfer its ownership interest in its operating 
companies is generally subject to limitations based on agreements with its 
strategic and financial partners, as well as provisions in local operating 
licenses and local government regulations that may prohibit or restrict the 
transfer of the Company's ownership interest in such operating companies. 

        The Company's ability to retain and exploit its existing 
telecommunication licenses, and to obtain new licenses in the future, is 
essential to the Company's operations. However, these licenses are typically 
granted by governmental agencies in developing countries, and there can be no 
assurance that these governmental agencies will not seek to unilaterally 
limit, revoke, or otherwise adversely modify the terms of these licenses in 
the future, any of which could have a material adverse effect on the Company, 
and the Company may have limited or no legal recourse if any of these events 
were to occur. In addition, licenses typically require renewal from time to 
time and there can be no assurance that renewals to these licenses will be 
granted. 

        Most of the LWBs currently operating have incurred operating losses 
and negative cash flow from operations since inception, and the Company 
expects that most of its operating companies will continue to generate 
operating losses and negative cash flow from operations for the foreseeable 
future and accordingly, the Company expects its losses to increase. Most of 
these operating companies have only recently initiated providing commercial 
services and have a limited subscriber base. This is not uncommon in the 
wireless telecommunications industry, which requires significant capital 
investments in the initial years prior to obtaining a sufficient subscriber 
revenue base to support operations. Achievement of positive cash flow from 
operations will depend on successful execution of management's business 
plans. Those plans assume significant additional capital investment, in some 
cases, to expand the wireless network. There can be no assurance that such 
funding capacity will be available in the future. 

RECOVERABILITY OF LONG-LIVED ASSETS

        In accordance with Statement of Financial Accounting Standards No. 
121 ("SFAS 121"), ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS AND FOR 
LONG-LIVED ASSETS TO BE DISPOSED OF, the Company reviews for the impairment 
of long-lived assets and certain identifiable intangibles whenever events or 
changes in circumstances indicate that the carrying amount of an asset may 
not be recoverable.  Under SFAS 121, an impairment loss would be recognized 
when estimated future cash flows expected to result from the use of the asset 
and its eventual disposition is less than its carrying amount.  In 1996, the 
Company wrote off its investments in HFCL Mobile Radio, Ltd. ("HFCL") and PT 
Binamulti Visualindo ("PTBV") of $320,000 and $205,000, respectively, based 
on management's decisions to no longer pursue such projects.

        The recoverability of property and equipment, investments in equity 
and cost investee companies is dependent upon the successful build-out of 
system infrastructure, obtaining additional licenses by investee companies, 
and successful development of systems in each of the respective markets in 
which the Company's investees operate or through the sale of such assets. 

ACQUISITION, TRANSACTION, AND DEVELOPMENT COSTS

        The Company expenses direct and incremental costs incurred relative 
to pursuing potential investments due to the relative uncertainty of the 
future realization of such costs principally due to the nature of early stage 
development projects in foreign countries. 


                                 F-12
<PAGE>

RECLASSIFICATIONS

        Certain amounts in the accompanying 1994 and 1995 consolidated 
financial statements have been reclassified to conform with the 1996 
consolidated financial statement presentation. 

(2) CASH AND CASH EQUIVALENTS

        The Company has invested in a variety of short-term, highly liquid 
investments all with original maturities of 90 days or less.  As of December 
31, 1995, the Company had cash of $449,000 and cash equivalents consisting of 
money market mutual funds totaling $24,949,000.  As of December 31, 1996, the 
Company had cash of $11,811,000, and cash equivalents consisting of money 
market mutual funds and U.S. government and agency obligations totaling 
$3,009,000 and $26,837,000, respectively.  Unrealized gains on U.S. 
government and agency obligations of $68,000 is included as a component of 
stockholders' deficit on the accompanying consolidated balance sheet as of 
December 31, 1996.


                                 F-13
<PAGE>

(3) BALANCE SHEET COMPONENTS

        Balance sheet components as of December 31 are as follows (in 
thousands): 

                                            1995        1996
                                            ----        ----
 Other current assets
   Employee receivables..................    $109        $179
   Taxes receivables.....................       -         820
   Other receivables.....................     153       1,373
   Prepaid expenses and other............     125         371
                                          -------    --------
                                             $387      $2,743
                                          -------    --------
                                          -------    --------
 
 Property and equipment
   Furniture and fixtures................     $40        $320
   Computer and office equipment.........     126         935
   Automobiles...........................      34         197
   Leasehold improvements................       -         276
   Telecommunication equipment...........       -       9,930
   Construction in process...............   4,125       7,620
                                          -------    --------
                                            4,325      19,278
   Less accumulated depreciation.........      56         852
                                          -------    --------
      Property and equipment, net........  $4,269     $18,426
                                          -------    --------
                                          -------    --------
 Telecommunication licenses and other
  intangibles
   SRC/Via 1 project.....................  $6,714      $6,680
   Mobilcom Pakistan.....................   5,439       5,439
   TeamTalk..............................       -       1,760
   STOL..................................       -       3,965
   Protelsa..............................       -       1,557
   WDS...................................       -         221
   Other.................................     200         200
                                          -------    --------
                                           12,353      19,822
   Less accumulated amortization.........     167       1,338
                                          -------    --------
      Telecommunication licenses and
        other intangibles, net........... $12,186     $18,484
                                          -------    --------
                                          -------    --------
 
 Accounts payable and accrued expenses
   Accounts payable...................... $     -      $5,163
   Professional services.................   3,041         718
   Employee compensation and benefits....     189         619
   Equipment purchases...................   1,719          27
   Remaining TeamTalk purchase price.....       -         156
   Payable to UTS........................       -         178
   Other.................................     808         452
                                          -------    --------
                                           $5,757      $7,313
                                          -------    --------
                                          -------    --------


                                  F-14
<PAGE>

(4) INVESTMENTS IN AFFILIATE HELD FOR SALE

       In June 1996, the Company entered into a put-call agreement (the 
Agreement) with various other shareholders of Corporacion Mobilcom, S.A. de 
C.V. ("Mobilcom Mexico") with the intention of selling its entire 2.23% 
shareholding of Mobilcom Mexico to one of the other shareholders of Mobilcom 
Mexico.  The sale of the Company's investment will be triggered by any one of 
a variety of put events (as defined) in the Agreement, the earliest of which 
will occur on October 24, 1997, which is one year after the effective date of 
the Agreement.  The Company carries this investment at its historical cost of 
$2,062,000.  The Company anticipates that the sale price of this investment 
will exceed its historical cost.

(5) INVESTMENTS IN AFFILIATES

       The Company's investments in affiliates represent interests in various 
LWBs in several developing countries. These investments are accounted for 
under the equity or cost methods of accounting. 

EQUITY INVESTMENTS

       For those investments in companies in which the Company's voting 
interest is 20% to 50%, or for investments in companies in which the Company 
exerts significant influence through board representation and management 
authority even if its ownership is less than 20%, the equity method of 
accounting is used. Under this method, the investment, originally recorded at 
cost, is adjusted to recognize the Company's share of losses of affiliates, 
limited to the extent of the Company's investment in and advances to 
affiliates, including any debt guarantees or other contractual funding 
commitments. All affiliated companies have fiscal years ended December 31. 
Investments in affiliated companies are as follows as of December 31, 1995 
and 1996 (dollars in thousands): 


                                   F-15
<PAGE>


<TABLE>
<CAPTION>                                                                                                   
    
                                                                                                                
                                                         Investments                                                
                                           Percentage   in affiliated                Equity in losses of affiliates 
             Affiliated                        of          companies     Additional  -------------------------------
Country       Company                       ownership       1994        investment   Amortization     Losses (gains) 
---------    ----------                    -----------   -------------  ----------   ------------     -------------- 
<S>          <C>                            <C>           <C>            <C>          <C>              <C>           
             Syarikat Telefon Wireless          
Malaysia     ("STW")                           30% (1)     $1,400         $20,770       $  638              $ 1,291 

             PT Rajasa Hazanah Perkasa        
Indonesia    ("RHP")                           25%               -         25,530          319                  991 

New Zealand  TeamTalk                          50%             284          2,569            7                  508

India        HFCL                              49%               -            243            1                    -

Indonesia    PTBV                              49%                -           206            1                    -
                                                             ------      --------      -------              -------
                                                             $1,684       $49,318        $ 966               $2,790
                                                             ------      --------      -------              -------
                                                             ------      --------      -------              -------
</TABLE>

<TABLE>
<CAPTION>
                                                     Portion of
                                                     investment
                                                    exceeding the
                                                   Company's share
                               Investments        of the underlying
                              in affiliated           historical
               Affiliated       companies            net assets
Country         Company           1995                  1995
----------     ----------     -------------        -----------------       
<S>            <C>             <C>                  <C>
Malaysia       STW             $   20,241             $ 16,821
                        
Indonesia      RHP                 24,220               23,361
                        
New Zealand    TeamTalk             2,338                1,526
                        
India          HFCL                   242                  242
                        
Indonesia      PTBV                   205                  205
                                ---------              -------
                                  $47,246              $42,155
                              ---------              -------
                              ---------              -------
</TABLE>


<TABLE>
<CAPTION>
                                                         Investments                                                
                                           Percentage   in affiliated                Equity in losses of affiliates 
             Affiliated                        of          companies     Additional   ------------------------------
Country       Company                       ownership       1995        investment   Amortization     Losses (gains) 
---------    ----------                    -----------   -------------  ----------   ------------     --------------  
<S>          <C>                            <C>           <C>            <C>          <C>              <C>            

Malaysia     STW                               30% (1)     $20,241        $ 1,201 (2)   $  969            $ 3,563   
                                                                                                                    
Indonesia    RHP                               28% (3)      24,220          8,556 (3)    1,278              3,468 

             Star Digitel Limited
China        ("SDL")                           40%               -         20,000          347              1,000
             
             Universal Telecommunications
Philippines  Service, Inc. ("UTS")             19%                -         1,906 (4)       51                (20)
                                                                                                                    
New Zealand  TeamTalk                         100% (5)        2,338        (1,736)           -                602  
                                                                                                                    
India        HFCL                              49% (6)          242            78          320                    - 
                                                                                                                    
Indonesia    PTBV                              49% (6)          205             -          205                    - 
                                                            -------      --------      -------              ------- 
                                                            $47,246       $30,005       $3,170               $8,613
                                                            -------      --------      -------              ------- 
                                                            -------      --------      -------              ------- 
</TABLE>

<TABLE>
<CAPTION>
                                                     Portion of
                                                     investment
                                                    exceeding the
                                                   Company's share
                               Investments        of the underlying
                              in affiliated           historical
               Affiliated       companies            net assets
Country         Company           1996                  1996
----------     ----------     -------------        -----------------       
<S>             <C>            <C>                  <C>
Malaysia        STW            $   16,910             $ 15,852
                           
Indonesia       RHP                28,030               28,030
                           
China           SDL                18,653               10,653
                           
Philippines     UTS                 1,875                  882
                           
New Zealand     TeamTalk                -                    -
             
India           HFCL                    -                    -

Indonesia       PTBV                    -                    -
                                ---------              -------
                                  $65,468              $55,417
                                ---------              -------
                                ---------              -------

</TABLE>

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

(1)  The Company, along with other STW shareholders, agreed to provide 
     certain support in connection with a Malaysian Ringgit 91,000,000 
     (approximately $35,968,000) senior credit facility obtained by STW 
     from a Malaysian bank (see Note 13).

(2)  In October 1996, the Board approved and the Company funded $1,201,000 to 
     STW as the Company's pro rata share of a capital call.

(3)  In October 1996, the Company paid $8,556,000 to increase its interest in 
     RHP to 29.2%, thereby increasing its indirect interest in Mobisel to 
     20.4%. In December 1996, Nissho Iwai International (Singapore) Pte. Ltd. 
     purchased 3% of RHP, diluting the Company's ownership in RHP to 28.3%, 
     thereby decreasing its indirect interest in Mobisel to 19.8%.

(4)  Reflects an additional investment of $532,000, of which $354,000 was 
     paid in 1996 and the remainder was paid in January 1997, pursuant to an 
     agreement dated September 25, 1996. This investment was previously 
     accounted for as a cost investment.

(5)  Reflects acquisition of the remaining 50% of Team Talk, effective 
     April 30, 1996, pursuant to an agreement dated June 24, 1996.

(6)  This investment was fully written off during 1996 based on management's 
     decision to no longer pursue the project.

                                     F-16
<PAGE>

        The Company acquired its interest in RHP, HFCL, and PTBV during 1995 
and accounted for them using the purchase method. 
        
        In June 1996, the Company entered into an agreement with the other 
50% owner of TeamTalk to acquire their 1,700,000 shares of TeamTalk's common 
stock, as well as to assume TeamTalk's indebtedness to the shareholder 
totaling $3,022,000, for a purchase price of approximately $3,198,000.  The 
transaction was accounted for by the purchase method effective April 30, 
1996, with the majority of the purchase price paid in July 1996.  As of 
December 31, 1996, TeamTalk is consolidated into the financial statements of 
the Company as a wholly owned subsidiary.  In connection with the incremental 
investment, the Company reclassified the associated unamortized portion of 
investment exceeding the Company's share of underlying historical net assets 
to telecommunication licenses and other intangibles.  The fair value of the 
assets acquired and the liabilities assumed in connection with the 
acquisition were $8,327,000 and $3,584,000, respectively.

        In September 1996, IWC entered into a subscription agreement (the 
"SDL Subscription Agreement") with Star Telecom Holding Limited ("STHL"), the 
Company's partner in STOL, to purchase a 40% equity interest in SDL for an 
aggregate purchase price of $20 million and accounted for by the purchase 
method.  Pursuant to the Subscription Agreement, in September 1996, IWC also 
entered into an escrow agreement (the "SDL Escrow Agreement") and deposited, 
in escrow, $9 million of the $20 million purchase price.  In November 1996, 
in connection with the closing of the Company's acquisition of an equity 
interest in SDL, the $9,000,000 held in escrow pursuant to the SDL 
Subscription Agreement and the SDL Escrow Agreement was released to STHL, and 
the Company funded an additional $11,000,000 to acquire its 40% interest in 
SDL for an aggregate purchase price of $20,000,000 and assigned $11,000,000 
representing the amount of the purchase price that exceeded the fair value of 
the Company's percentage ownership of SDL's tangible net assets to 
participation rights in SDL's underlying projects.

        In October 1996, the Company paid $8,556,000 to increase its interest 
in RHP to 29.2% and accounted for this additional acquisition using the 
purchase method.  The Company assigned the entire amount of the purchase 
price to the telecommunication license as the purchase price exceeded the 
fair value of the Company's percentage ownership of RHP's tangible net assets 
in full at the date of purchase.  In December 1996, Nissho Iwai International 
(Singapore) Pte. Ltd. Purchased 3% of RHP, diluting the Company's ownership 
interest in RHP down to 28.3%.

        In October 1996, the Company paid $1,000,000 for an option to 
purchase 50% of Laranda Sdn Bhd, a 10% shareholder of STW, for an exercise 
price of $7,200,000 and certain other contractual rights.  The Company, at 
its discretion, allowed the option to lapse on November 6, 1996 and 
subsequently expensed the entire $1,000,000, which is classified as other 
expense in the accompanying consolidated statement of operations.

        The following condensed financial statement data, presented in 
accordance with U.S. generally accepted accounting principles and stated in 
U.S. dollars for significant affiliated companies accounted for by the equity 
method, has been derived from audited financial statements. The financial 
information pertaining to RHP was derived from financial statements audited 
by other auditors.  This information is as follows (in thousands): 

                                            AS OF AND FOR THE YEAR ENDED
                                                   DECEMBER 31, 1995
                                                   -----------------
                                           STW          RHP(A)     TEAMTALK
                                           ---          ------     --------
 Current assets........................   $2,611        $5,316         $213
 Noncurrent assets.....................   33,299        21,336        6,307
 Current liabilities...................    2,988        17,496        3,933
 Noncurrent liabilities................   21,925         6,257        1,492
 Net revenues..........................      749         5,463          348
 Net loss..............................   (5,898)       (3,186)      (1,490)



                                   F-17
<PAGE>

<TABLE>
<CAPTION>
                                                  AS OF AND FOR THE YEAR ENDED
                                                         DECEMBER 31, 1996
                                                         -----------------
                                           STW           RHP       TEAMTALK(B)    SDL
                                           ---          ------     --------       ---
<S>                                      <C>           <C>         <C>          <C>
  Current assets........................    $820       $13,354            -     $11,215
  Noncurrent assets.....................  41,686        64,556            -      55,617
  Current liabilities...................   6,909        23,341            -      12,460
  Noncurrent liabilities................  33,526        63,834            -      47,817
  Net revenues..........................   1,858        10,268            -         436
  Net loss.............................. (11,873)      (12,072)           -      (2,618)

</TABLE>
-------------

(A)  For the period March 28, 1995 through December 31, 1995. Net revenues 
     and net loss for the period from January 1, 1995 through March 27, 1995 
     were $1,821,000 and $387,000, respectively. 
(B)  Effective April 30, 1996, TeamTalk became a wholly owned subsidiary of 
     the Company.  Net revenues and net loss for the period from January 1, 
     1996 through April 30, 1996 were $282,000 and $645,000, respectively.

COST INVESTMENTS

        The Company uses the cost method of accounting for two other 
investments as of December 31, 1996. They are PT Mobilkom Telekomindo 
("Mobilkom") and RPG Paging Services Limited ("RPSL"), the latter of which 
the Company acquired in August 1996 as part of IWC's acquisition of STOL. As 
of December 31, 1996, the Company's indirect ownership percentages in these 
entities are 15% and 7%, respectively. Both are operating entities. 

        Prior to September 25, 1996, the Company accounted for UTS as a cost 
investment.  On September 25, 1996, the Company increased its ownership 
interest to 19%, excluding its 3% incentive option, and as such, changed its 
method of accounting to the equity method, as the Company felt it commenced 
to exert significant influence.  It is anticipated that the Company will 
further increase its ownership percentage in the future.

        The Company's carrying value of these investments as of December 31 
are as follows (in thousands): 

                                               1995          1996
                                               ----          ----

                   Mobilcom Mexico.......... $ 2,062        $    -
                   Mobilkom.................   1,500         1,500
                   UTS......................   1,472             -
                   RPSL.....................       -         1,426
                                             -------        ------
                                             $ 5,034        $2,926
                                             -------        ------
                                             -------        ------
                                                                   
        The Company considers these investments to be long-term in nature and 
are not held for trading purposes. During 1996, the Company decided to offer 
Mobilcom Mexico for sale and has reclassified this investment as a current 
asset (see Note 4). 
                                                                   
PRO FORMA SUMMARY
                                                                   
        The following unaudited pro forma summary combines the consolidated 
results of operations of the Company as if (i) TeamTalk had been a wholly 
owned consolidated subsidiary since January 1, 1995, (ii) ownership in STW 
and RHP had been 30% and 28.3%, respectively, since January 1, 1995, (iii) 
the merger with Vanguard International Telecommunications, Inc. ("VIT"), a 
wholly owned subsidiary of Vanguard (see Note 6) had occurred on January 1, 
1995,  (iv) the acquisition of STOL had occurred at January 1, 1995, (v) the 
acquisition of SDL had occurred at January 1, 1995, and (vi) the acquisition 
of Protelsa had occurred at January 1, 1995.
                                                                   
        This pro forma summary does not necessarily reflect the results of 
operations as they would have been if the Company had acquired the entities 
as of January 1, 1995. 



                                     F-18
<PAGE>
                                                                   
        Unaudited pro forma consolidated results of operations for the 
various acquisitions and mergers as described above are as follows (in 
thousands): 
                                                                   
                                                            FOR THE YEAR ENDED
                                                               DECEMBER 31,
                                                               ------------
                                                           1995         1996
                                                           ----         ---- 
    Revenues ............................................    $369      $1,161
    Net loss ............................................ (17,068)    (40,830)

(6) RELATED PARTY TRANSACTIONS

ADVANCES TO AFFILIATES

        The advances to affiliate as of December 31, 1995 represented 
advances to TeamTalk in the amount of $728,000. As a result of the 
acquisition of the remaining 50% interest in TeamTalk, the Company eliminates 
advances to TeamTalk in consolidation.

        In January 1996, the Company advanced Philippine Peso 2,612,000 or 
approximately $99,000 to UTS.  The advance is interest-free with no stated 
terms.  Management believes the advance will be repaid during 1997. 

NOTES RECEIVABLE FROM AFFILIATES

        Notes receivable from affiliates as of December 31, 1995, consisted 
primarily of a note due from Mobilcom Mexico for $158,000, which earns 
interest at 6% per annum; and an interest-free note due from RHP for 
$128,000. 

        Notes receivable from affiliates as of December 31, 1996, consisted 
primarily of the note due from Mobilcom Mexico for $158,000, plus cumulative 
accrued interest of $20,000; and a series of interest-free promissory notes 
loaned to PT Mobile Selular Indonesia ("Mobisel"), an entity which the 
Company indirectly owns 19.8% through its investment in RHP, totaling 
$635,000.   In April 1997, the Company collected the $635,000 note receivable 
from Mobisel.  The Company expects to collect the note receivable from 
Mobilcom Mexico during 1997.

NOTES PAYABLE TO RELATED PARTY

        Notes payable to a related party as of December 31, 1995, consisted 
of two notes payable to Vanguard Cellular Operating Corp. ("Vanguard"), the 
Company's largest stockholder, each in the amount of $900,000 plus accrued 
interest and bearing interest at 9% compounded annually. The notes were due 
on the earlier of April 26, 1996 or the close of an initial public offering. 
On April 26, 1996, these notes, plus $252,000 of accrued interest, were 
converted into 274,800 shares of the Company's Series D Redeemable 
Convertible Preferred Stock. 

VANGUARD MERGER

        On December 18, 1995, the Company merged with Vanguard International 
Telecommunications, Inc. ("VIT") (See Note 11), a wholly owned subsidiary of 
Vanguard. Prior to this merger, Vanguard owned 10.46% of the Company and 
provided a variety of services relating to the formation, development and 
operation of the Company's wireless communication businesses. In exchange for 
3,972,240 shares of Series E Redeemable Convertible Preferred Stock with a 
liquidation preference of $6.29 per share, the Company acquired VIT's 
interests in TeamTalk and VIT's rights to acquire an interest in various 
international LWBs. The liquidation value was equal to the fair market value 
of the Series E preferred stock on the date of the merger. The resulting 
total value of $25,000,000, was allocated to the various LWBs based on their 
respective stage of development and an independent valuation study of the 
LWBs. As a result of this merger, Vanguard increased its ownership position 
to approximately 36% and continues to provide the services described above. 
The original cost to Vanguard of the net assets acquired by IWC in the merger 
was approximately $550,000. The value of these assets, however, appreciated 
significantly over time as licenses were subsequently granted, joint ventures 
and other strategic alliances formed and business plans developed. 



                                     F-19
<PAGE>

        The excess of the allocated portion of the merger value to TeamTalk 
over the net book value of TeamTalk was attributed to telecommunication 
licenses and other intangibles. This excess amounted to $1,712,000 and is 
amortized on a straight-line basis over 20 years. 

        The Company also acquired VIT's rights to participate in RHP, SRC, 
Mobilcom, HFCL and PTBV and other yet to be developed projects. Approximately 
$23,288,000 in aggregate was allocated to telecommunication licenses and 
other intangibles in the LWBs based on their relative stage of development. 
These amounts are amortized on a straight-line basis over 20 years. 

REVOLVING CREDIT FACILITY

        On July 26, 1996, the Company entered into a Loan Agreement (the 
"1996 TD Loan Agreement") with Toronto Dominion (Texas), Inc., an affiliate 
of Toronto Dominion Capital (U.S.A.), Inc., a stockholder of the Company, 
providing for a $10.0 million revolving credit facility. Subject to the terms 
and conditions of the 1996 TD Loan Agreement, IWC was able to borrow funds in 
an initial amount of at least $2,000,000 and additional amounts in multiples 
of at least $1,000,000. All borrowings were evidenced by a promissory note 
bearing interest at a specified base rate plus a margin increasing from 2.25% 
to 3.75% over the term of the facility or a specified LIBOR rate plus a 
margin increasing from 3.5% to 5.0% over the term of the facility and were 
due in July 1997, subject to mandatory repayment, without premium, from the 
net proceeds from any public or private sale of debt or equity securities, 
the net proceeds from certain asset sales by the Company or its subsidiaries, 
or certain other events. The obligations of the Company under the 1996 TD 
Loan Agreement and the note issued pursuant thereto were secured by a pledge 
by the Company of all capital stock of the Company's subsidiaries and 
affiliates. On July 26, 1996, IWC borrowed $7,000,000 under the 1996 TD Loan 
Agreement. On August 15, 1996, this amount, plus interest and fees, was 
repaid in full with the proceeds from the Debt Offering (see Note 9). 

OTHER RELATED PARTY TRANSACTIONS

        The Company has entered into arrangements with certain of the 
operating companies whereby the Company is reimbursed for direct costs, 
primarily salary and out-of-pocket costs, associated with technical, 
financial and administrative support provided by the Company. These amounts 
have been recorded as an offset to general and administrative expenses on the 
accompanying consolidated statements of operations. For the years ended 
December 31, 1994, 1995 and 1996, expense reimbursements were not material. 

(7) NOTE RECEIVABLE

        On June 6, 1996, the Company loaned $3,080,000 to a co-shareholder of 
Mobilcom Mexico, a trunked radio services operator in Mexico. The loan, in 
the form of a promissory note, accrues interest at 13% per annum and is due 
upon written demand by the Company. The Company believes that this loan may 
facilitate future strategic investments in projects in which this 
co-shareholder is involved. As of December 31, 1996, the co-shareholder had 
repaid $1,800,000 of the total amount loaned, bringing the remaining 
principal plus interest owed to $1,431,000.   In April 1997, the Company 
collected an additional $900,000 and expects to collect the remainder of the 
note receivable during 1997.

(8) LICENSE DEPOSITS

        In June 1996, the Company deposited $3,042,000 with a Taiwanese 
corporation that is pursuing telecommunication licenses in Taiwan. This 
deposit represents a 20% interest in a number of telecommunication license 
applications currently being pursued. During the application process, the 
deposit will be held in an interest-bearing escrow account in the name of 
IWC. Once a license is granted, the deposit will become the Company's initial 
capital contribution to the venture that is ultimately formed. If the 
Taiwanese corporation is unsuccessful in securing these applications, the 
Company's deposit, less its pro rata share of application related expenses, 
will be returned to the Company. 

        In August 1996, the Company deposited $2,250,000 for a 10% interest 
in a Taiwan paging project.  Concurrently, STOL deposited $3,005,000 for a 
20% interest in the Taiwan Paging Project.  The total consolidated deposit is 
$5,255,000. Had a national paging license been granted to the project, the 
deposit would have become the Company's initial capital contribution to the 
venture that would ultimately have been formed to pursue the paging

                                     F-20
<PAGE>

business in Taiwan. In early February 1997 it was announced, that this bid 
was unsuccessful, and the Company and STOL are expecting their deposits to be 
returned during 1997.  The Company has, therefore, classified these deposits 
as a current asset.

(9) LONG-TERM DEBT AND DEBT ISSUANCE COSTS

        In August 1996, the Company issued 196,720 units, each consisting of 
a $1,000 principal amount 14% Senior Secured Discount Note due 2001 (a "Note" 
and, collectively, the "Notes") and one warrant to purchase 11.638 shares of 
common stock, $0.01 par value, for total gross proceeds of $100 million (the 
"Debt Offering"). Net proceeds, after repayment of $7.4 million, including 
interest and fees, borrowed under the 1996 TD Loan Agreement (see Note 6) and 
other offering expenses, totaled $86,602,000. Of the $100 million gross 
proceeds, $30.3 million was allocated to additional paid-in capital as the 
fair value of the warrants issued in the Debt Offering. Long-term debt is 
presented net of unamortized discount of $121,254,000 on the accompanying 
consolidated balance sheet as of December 31, 1996. 

        The aggregate principal amount of the Notes is $196,720,000. The 
Notes are due on August 15, 2001 and bear interest at an effective interest 
rate of 22.05%, compounded semi-annually. There are no scheduled cash 
interest payments on the Notes. The Notes are senior secured obligations of 
the Company and will rank PARI PASSU in right of payment with all existing 
and future senior indebtedness of the Company and senior to all subordinated 
indebtedness of the Company. The Notes are effectively subordinated to all 
indebtedness and other liabilities (including trade payables) of the 
Company's subsidiaries and affiliated companies. The collateral securing the 
Notes consists of a pledge of all of the capital stock of the Company. 

        There are no sinking fund requirements with respect to the principal 
of or the interest on the Notes. Upon the occurrence of a change of control 
(as defined in the indenture governing the Notes), each holder of the Notes 
will have the option to require the Company to repurchase all or a portion of 
such holder's Notes at 101% of the accreted value thereof to the date of 
repurchase. 

        In connection with the Debt Offering, the Company entered into the 
Indenture, which contains certain covenants that, among other things, limits 
the ability of the Company and its subsidiaries and affiliates to incur 
additional indebtedness, limits the ability of the Company to merge, 
consolidate or sell substantially all of its assets; and limits the ability 
to make investments.  In addition, the Indenture prohibits making restricted 
payments (as defined) and creating certain liens (as defined) (see Note 16).

        The Indenture also contained a provision that in the event the 
Company does not complete an initial public offering ("IPO") of common stock 
on or prior to May 15, 1997, each unexercised warrant, issued in connection 
with the Debt Offering, will entitle the holder thereof to purchase an 
additional 2.645 shares of common stock.   The Company expects to issue such 
additional warrants as it does not expect to complete an IPO of its common 
stock prior to May 15, 1997 (see Note 16). 

        The costs related to the issuance of the long-term debt were 
capitalized and are being amortized to interest expense using the effective 
interest method over the life of the debt. Debt issuance costs are presented 
net of amortization of $369,000 on the accompanying consolidated balance 
sheet as of December 31, 1996. 

        In November 1996, the Company exchanged new 14% Senior Secured 
Discount Notes due 2001 (the "Exchange Notes") which were registered under 
the Securities Act of 1933, as amended (the "1933 Act"), for its outstanding 
Notes that were issued and sold in a transaction exempt from registration 
under the 1933 Act.  The terms of the Exchange Notes are substantially 
identical (including principal amount, interest rate, maturity, security and 
ranking) to the terms of the Notes.

(10) MINORITY INTEREST

        In February 1996, the Company formed WDS, a joint venture, to 
develop, install and support mobile data systems throughout the Pacific Rim.  
The Company has a 50% equity interest in WDS, and funded its operations on a 
pro rata basis for total equity funding during 1996 of $433,000. The Company 
anticipates that it will increase its equity interest in WDS in the future.


                                     F-21
<PAGE>

        In August 1996, the Company acquired a 70% equity interest in STOL 
for an aggregate purchase price of $13,500,000 which has been accounted for 
using the purchase method.  STOL holds a minority interest in a paging 
project in India (RPSL) and is currently pursuing additional paging 
opportunities in Indonesia, Thailand and Taiwan.  The Company's partner in 
STOL is STHL, the Company's partner in SDL. The Company allocated $3,965,000 
of the purchase price to participation rights.

        In December 1996, the Company paid $1,600,000 to acquire a 66% equity 
interest in Protelsa, which has been awarded a national license to provide 
paging services in Peru and accounted for the acquisition using the purchase 
method.  The Company allocated $1,557,000 of the purchase price to the 
telecommunication license.

        Minority shareholders' interests in the equity of WDS, STOL and 
Protelsa as of December 31, 1996 totaled approximately $198,000, $5,315,000 
and $172,000, respectively.

(11) REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT

        The Company is authorized to issue 23,080,000 shares of preferred 
stock, of which 21,541,480 are designated redeemable convertible preferred 
stock, 1,200,000 are designated nonredeemable convertible preferred stock, 
338,520 are undesignated, and 26,000,000 shares of common stock, each with a 
par value of $0.01 per share. 

        Nonredeemable convertible preferred stock as of December 31, 1995 and 
1996, was comprised of 1,200,000 and 933,200 issued and outstanding shares of 
Series A preferred stock, respectively.  In August 1996, a stockholder of the 
Company converted 266,800 shares of Series A preferred stock into 266,800 
shares of common stock.  Series A preferred stock has a liquidation value per 
share of $.85 and an aggregate liquidation value of $793,000. 

        Redeemable convertible preferred stock as of December 31, 1996, was 
comprised of the following (in thousands except share and per share amounts): 

<TABLE>
<CAPTION>
                                        SHARES ISSUED    LIQUIDATION      AGGREGATE
REDEEMABLE CONVERTIBLE     SHARES            AND          VALUE PER      LIQUIDATION
PREFERRED STOCK:         DESIGNATED      OUTSTANDING        SHARE          VALUE
                         ----------      -----------        -----          -----
<S>                      <C>             <C>               <C>            <C>
 
 Series B .............  1,229,240        1,229,240         .9652           $1,186
 Series C .............  2,460,000        1,762,280        2.3343            4,114
 Series D .............  5,800,000        3,652,960        6.8775           25,123
 Series E .............  3,972,240        3,972,240        6.7365           26,759
 Series F .............  8,080,000        5,356,480        9.3750           50,217
                        ----------       ----------                       --------
                        21,541,480       15,973,200                       $107,399
                        ----------       ----------                       --------
                        ----------       ----------                       --------
 </TABLE>
 
                Each series of redeemable preferred stock is being accreted 
to its respective minimum redemption amount, which is equal to the 
liquidation value. 

        The rights, preferences, and privileges of the holders of preferred 
stock are as follows: 

        -       LIQUIDATION

                In the event of Company liquidation, holders of Series F 
        preferred stock shall be entitled to receive, prior and in 
        preference to the holders of Series A, B, C, D and E preferred 
        stock ("Junior preferred stock") and common stock an amount per 
        share equal to the sum of (i) the product of (A) .50 multiplied by 
        (B) the liquidation value per share specified above, as adjusted, 
        and (ii) any declared but unpaid dividends thereon. Holders of 
        Series B, C, D and E preferred stock shall next be entitled to 
        receive an amount per share equal to the sum of (i) the product of 
        (A) .55 multiplied by (B) an amount per share of .9193, 2.223, 6.55 
        and 6.2938, respectively, as adjusted and (ii) any declared but 
        unpaid dividends thereon. Holders of the Junior preferred stock and 
        Series F preferred stock shall next be entitled to receive the 
        product of (1) .50 multiplied by (2) an amount per share of .9193, 
        2.223, 6.55, 6.55 and 9.375, respectively, as adjusted. 


                                     F-22
<PAGE>

                Holders of the Series A preferred stock shall be entitled 
        to receive an amount per share equal to the liquidation value per 
        share specified above, as adjusted, plus any declared but unpaid 
        dividends thereon. After the distributions described above, and 
        after the distribution related to common stock described below, the 
        remaining assets of the Company shall be distributed among the 
        holders of the preferred stock and common stock pro rata assuming 
        full conversion of preferred stock into common stock. 

        -       DISTRIBUTIONS

                The holders of preferred stock are entitled to receive 
        noncumulative dividends at the same time and on the same basis as 
        holders of common stock when, and if, declared by the Board of 
        Directors. No dividends had been declared through December 31, 
        1996. 
        
        -       REDEMPTION

                Each share of Series B, C, D, E, and F preferred stock is 
        redeemable at any time on or after December 31, 1998, but within 45 
        days after the receipt by the Company of a written request from the 
        holders of a majority of the then outstanding shares of Series B, 
        C, D, E and F preferred stock. The Company shall redeem all such 
        shares by paying in cash a sum per share equal to the greater of 
        (1) the then fair market value of such share of preferred stock on 
        an as-converted basis, or (2) the redemption value of such share of 
        preferred stock (hereinafter referred to as the redemption price). 
        In the event the assets of the Company are insufficient to effect 
        such redemption in full, the shares of preferred stock not redeemed 
        shall remain outstanding and entitled to all the rights and 
        preferences provided herein. 

                In addition to the above redemption, at any time on or 
        after December 31, 2000, but within 45 days after the receipt by 
        the Company of a written request from the majority of the holders 
        of Series F preferred stock, the Company shall redeem all 
        outstanding shares of such stock by paying, in cash, an amount per 
        share equal to the redemption price of such stock. 

                Upon the occurrence of a change of control of the Company 
        that is not approved by certain directors designated by the holders 
        of Series F preferred stock, then the holders of a majority of the 
        shares of Series F preferred stock then outstanding shall have the 
        right, by written demand to the Company, to require the Company to 
        redeem immediately all 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. 

        -       CONVERSION AND VOTING RIGHTS

                Each share of preferred stock is convertible, at the option 
        of the holder, into such number of fully paid and nonassessable 
        shares of common stock as is determined by dividing the original 
        preferred stock issue price by the conversion price applicable to 
        such preferred share. The conversion price per share for each 
        series of preferred stock is equal to the preferred stock issue 
        price of the respective series of preferred stock, subject to 
        adjustment under certain circumstances. An automatic conversion 
        into common stock will occur in the event of a firm commitment 
        underwritten public offering of at least $13.10 per share, as 
        adjusted, and $8,000,000 in the aggregate. However, the Series F 
        preferred stock shall not automatically be converted in Common 
        Stock unless: (i) the underwritten public offering is consummated 
        on or prior to December 31, 1998, (ii) the public offering per 
        share is at least $18.75, as adjusted and (iii) the aggregate 
        offering price is not less than $25,000,000. 

                Each share of preferred stock has voting rights equal to 
        that of common stock on an "as if converted" basis. The holder of 
        Series E preferred stock is entitled to elect three directors to 
        the Company's Board of Directors, and, for so long as 20% of the 
        shares of Series F preferred stock remain outstanding, the holders 
        of Series F preferred stock are entitled to elect three directors. 
        As of December 31, 1996, the Company had 16,906,400 shares of 
        common stock reserved for the conversion of preferred stock. 

PREFERRED STOCK TRANSACTIONS  

                                     F-23
<PAGE>

        -       THE SERIES A AND B FINANCINGS

                In January 1994, each share of then outstanding common 
        stock was converted to an equal number of shares of Series A 
        preferred stock. Concurrently, shares of Series A preferred stock 
        were converted into an equal number of shares of Series B preferred 
        stock.
        

        -       THE SERIES C FINANCING

                In a series of transactions during January and February 
        1994, the Company sold an aggregate of 1,762,280 shares of Series C 
        preferred stock for an aggregate purchase price of $3,918,000 (a 
        purchase price of $2.22 per share), (the "Series C Financing"), 
        including cancellation of notes payable to investors totaling 
        $1,351,000. 

                In connection with the Series C Financing, the Company 
        issued to an investor warrants to purchase (a) 50,440 shares of 
        Series C preferred stock at an exercise price of $2.22 per share 
        (b) 222,200 shares of preferred stock at an exercise price of $7.15 
        per share, and (c) 444,360 shares of preferred stock at an exercise 
        price of $3.58 per share. Warrants (a), (b) and (c) were 
        exercisable until December 18, 1995, April 15, 1995 and January 15, 
        1995, respectively. The warrants were subsequently amended in July 
        1995 (see below). 

        -       THE SERIES D FINANCING

                In connection with bridge financing obtained in May 1994, 
        the purchasers received warrants exercisable for an aggregate of 
        46,440 shares of Series D preferred stock. The warrants have an 
        exercise price of $6.55 per share and are exercisable until May 6, 
        1997. 

                In a series of transactions in September and October 1994, 
        the Company sold an aggregate of 2,230,560 shares of Series D 
        preferred stock for an aggregate purchase price, net of a $26,000 
        note receivable, of approximately $14,584,000 (a purchase price of 
        $6.55 per share), (the "Series D Financing"), including 
        cancellation of notes payable in the principal amount of 
        $2,029,000. 

                In connection with the issuance of bridge notes on April 6, 
        1995, the Company issued warrants (the "April Bridge Warrants") to 
        purchase 10,720 shares of Series D preferred stock at $6.55 per 
        share. The April Bridge Warrants are outstanding and are 
        exercisable until April 6, 1998 or, if earlier, upon the closing of 
        the Company's initial public offering. 

                In July 1995, convertible secured bridge financing notes 
        issued on April 24, 1995 were converted into 1,147,600 shares of 
        Series D preferred stock for an aggregate purchase price of 
        $7,517,000 (a purchase price of $6.55 per share). 

                In connection with the Series D Financing, Vanguard loaned 
        $1.8 million to the Company in exchange for two convertible notes 
        in the amount of $900,000 each.  Each note was due upon the earlier 
        of April 26, 1996 or the occurrence of certain events which did not 
        occur prior to that date. On April 26, 1996, Vanguard converted 
        both notes including accrued interest into an aggregate of 274,800 
        shares of Series D Redeemable Convertible preferred stock (see
        Note 6). 

        -       THE SERIES E FINANCING

                In July 1995, the Company entered into a merger agreement 
        with Vanguard and VIT, a wholly-owned subsidiary of Vanguard, 
        whereby VIT would merge their international interests in a number 
        of international wireless projects into the Company in exchange for 
        3,972,240 shares of Series E preferred stock. This merger was 
        completed on December 18, 1995, concurrent with the issuance of 
        Series F preferred stock (see Note 6). 

                In connection with the Vanguard Merger, the Company entered 
        into an agreement with an investor to amend previously existing 
        warrant agreements granted in connection with the Series C 
        Financing. The investor's original warrant to purchase 50,440 
        shares of Series C preferred stock was amended to extend the 
        warrant through December 18, 1997. The investor's original
        warrant to purchase 222,200 shares of preferred stock was amended 
        to increase the number of shares to 393,120 and to define the 
        preferred stock as Series D preferred stock at $6.55 per share. The 
        warrant is exercisable until December 18, 1997. The investor's 
        original 

                                     F-24
<PAGE>

        warrant to purchase 444,360 shares of preferred stock was 
        amended to decrease the number of shares to 273,440 and to define 
        the preferred stock as Series C preferred stock at $2.22 per share. 
        The warrant is exercisable until May 15, 1997. 
        
        -       THE SERIES F FINANCING

                In connection with the issuance of a note payable to an 
        investor in July 1995, the Company issued for a purchase price of 
        $15,000, a warrant to purchase 32,000 shares of Series F preferred 
        stock at an exercise price of $9.38 per share. The number of shares 
        and the exercise price are subject to adjustment in certain 
        circumstances. The warrant is exercisable until December 18, 1998. 

                Concurrent with the July 1995 Financing, for an aggregate 
        purchase price of $72,000, the Company issued warrants to purchase 
        an aggregate of 153,760 shares of Series F preferred stock (not 
        including the warrant issued to Vanguard in connection with the 
        first July 1995 note) at an exercise price of $9.38 per share. All 
        share amounts and the exercise price are subject to adjustment in 
        certain circumstances. The warrants are exercisable until December 
        18, 1998. 

                On August 15, 1995 pursuant to a Note and Warrant Purchase 
        Agreement dated as of August 14, 1995, the Company issued for a 
        purchase price of $50,000 a warrant (the "First Warrant") to 
        purchase 106,680 shares of Series F preferred stock at an exercise 
        price of $9.38 per share, with the number of shares and exercise 
        price subject to adjustment in certain circumstances. The First 
        Warrant is exercisable until December 18, 1998. 

                Pursuant to a Loan Agreement dated August 14, 1995 between 
        the Company and an investor, the Company issued a second warrant 
        (the "Second Warrant") to purchase 106,680 shares of Series F 
        preferred stock at an exercise price of $9.38 per share, with the 
        number of shares and the exercise price subject to adjustment in 
        certain circumstances. The Second Warrant is exercisable until the 
        same date, with the date being subject to change in the same 
        circumstances, as the First Warrant. 

                On December 18, 1995, the Company sold and issued 5,356,480 
        shares of Series F preferred stock for $50,217,000. Prior to the 
        share issuance of the Series F preferred stock, the Company entered 
        into bridge financing agreements with certain existing 
        shareholders. Certain bridge loans were repaid with proceeds from 
        the issuance of shares of Series F preferred stock, while the 
        remaining bridge loans were converted into 1,147,600 shares of 
        Series D preferred stock. 

                Pursuant to the Series F Purchase Agreement, the Company 
        agreed to covenants customary in financing transactions of such 
        type, including limits on incurring debt and granting liens and 
        pledges and other negative covenants including limitations on 
        payments, dividends, investments, mergers, asset sales, amendments 
        of its Certificate of Incorporation or Bylaws that would adversely 
        impact the rights of the Series F preferred, changes to its 
        business, changes in control, and sales of equity securities.

                                     F-25
<PAGE>

WARRANTS  

        The Company had the following warrants outstanding as of 
December 31, 1996: 

                                 WARRANTS       EXERCISE
PREFERRED AND COMMON STOCK      OUTSTANDING      PRICE     EXPIRATION
--------------------------      -----------      -----     ----------
Series D preferred ............ 45,880          $6.55     May 6, 1997
Series C preferred ............ 273,440          2.22     May 15, 1997
Series D preferred ............ 393,120          6.55     May 15, 1997
Series D preferred ............ 440              6.55     May 23, 1997
Series D preferred ............ 120              6.55     June 12, 1997
Series C preferred ............ 50,440           2.22     December 18, 1997
Series D preferred ............ 10,760           6.55     April 6, 1998
Series F preferred ............ 399,160          9.38     December 18, 1998
Common stock ..... ............ 2,289,421        0.01     August 15, 2001
                                --------- 
                                3,462,781
                                --------- 
                                --------- 
 

COMMON STOCK  

        In the event of a liquidation, holders of common stock will be 
entitled to receive an amount equal to $.50 per share, as adjusted, plus any 
declared and unpaid dividends, after completion of distributions to the 
holders of preferred stock. 

        The remaining assets of the Company, after satisfaction of the 
stipulated distribution requirements related to the various preferred stock 
and common stock liquidation preferences, will be distributed on a pro rata 
basis among all of the holders of common stock and all of the holders of the 
preferred stock, assuming full conversion of the preferred stock into common 
stock. 

        In January 1994, the Company entered into an agreement to acquire a 
70% interest in Corporate Technology Partners ("CTP"), a partnership 
established to develop a Personal Communications Services ("PCS") business, 
in exchange for 251,920 shares of common stock in the Company. CTP was owned, 
in part, by officers of the Company. This agreement was completed on December 
18, 1995, concurrent with the issuance of Series F preferred stock. A total 
of 45,360 of these shares remain in escrow as of December 31, 1996 pending 
finalization of an ex-employee matter. The Company wrote-off its investment 
in 1995 as CTP was unsuccessful in obtaining any Federal Communications 
Commission PCS licenses. 

        In October 1994, the Company loaned a Director of the Company, 
$178,000 to purchase 76,080 shares of common stock at a purchase price of 
$2.00 per share and 3,920 shares of redeemable convertible Series D preferred 
stock at a purchase price of $6.55 per share. The note bears interest at 
7.69% per annum. Principal and accrued interest are due in October 2004. The 
note is secured by a pledge of the stock by the Director and is non-recourse 
to the Director. The note principal is included as a component of 
stockholders' equity and redeemable convertible preferred stock on the 
accompanying consolidated balance sheets as of December 31, 1995 and 1996. 

 STOCK OPTION/STOCK ISSUANCE PLAN

        During 1994, the Board of Directors adopted the 1994 Stock 
Option/Stock Issuance Plan (the "Plan") under which incentive stock options 
may be granted to employees and officers and nonqualified (supplemental) 
stock options may be granted to employees, officers, directors, and 
consultants to purchase shares of the Company's common stock. Accordingly, 
the Company, as of December 31, 1995, had reserved a total of 1,000,000 
shares of the Company's common sock for issuance upon the exercise of options 
granted pursuant to the Plan. Options granted under the Plan generally expire 
10 years following the date of grant and are subject to limitations on 
transfer.  During 1996, the Board of Directors approved the amendment to and 
restatement of the Plan, and authorized this issuance of an additional 
1,400,000 shares of common stock thereunder.


                                     F-26
<PAGE>


        Option grants under the Plan are subject to various vesting 
provisions, all of which are contingent upon the continuous service of the 
optionee and may not impose vesting criterion more restrictive than 20% per 
year. The exercise price of options granted under the Plan must equal or 
exceed the fair market value of the Company's common stock on the date of 
grant. Unless otherwise terminated by the Board of Directors, the Plan 
automatically terminates in January 2004. 

        The Company has elected to use the intrinsic value-based method of 
APB Opinion No. 25 to account for the Plan.  Accordingly, no compensation 
cost has been recognized in the accompanying consolidated financial 
statements for the Plan because the exercise price of each option equals or 
exceeds the fair value of the underlying common stock as of the grant date 
for each option.

        The Company has adopted the pro forma disclosure provisions of SFAS 
No. 123.  Pro forma results may not be representative of the effects on 
reported net loss for future years.  Had compensation cost for the Company's 
stock-based compensation plans been determined in a manner consistent with 
the fair value approach described in SFAS No. 123, the Company's net loss 
would be increased to the pro forma amounts indicated below (in thousands):

                                 1995             1996
                                 ----             ----
 Net loss      As reported     $(11,271)        $(35,908)
               Pro forma       $(11,290)        $(36,110)
        
        Pro forma net loss reflects only options granted in 1995 and 1996.  
Therefore, the full impact of calculating compensation cost for  stock 
options under SFAS No. 123 is not reflected in the pro forma net income 
amounts above because compensation cost is reflected over the options' 
vesting period of 4-5 years and compensation cost for options granted prior 
to January 1, 1995 is not considered.

        The fair value of each option is estimated on the date of grant using 
the Black-Scholes option-pricing minimum value method model with the 
following weighted-average assumptions used for granted options in 1995 and 
1996, respectively:  zero dividend yield; zero expected volatility; risk-free 
interest rates of 5.91% and 5.88%, respectively; and weighted average 
expected lives of 2.65 years and 2.04 years, respectively.

        A summary of the status of the Company's Plan as of December 31, 
1994, 1995 and 1996 is as follows:

<TABLE>
<CAPTION>

                                          1994              1995                1996
                                    ----------------  ----------------- --------------------
                                            WEIGHTED           WEIGHTED             WEIGHTED
                                            AVERAGE            AVERAGE              AVERAGE
                                            EXERCISE           EXERCISE             EXERCISE
                                    SHARES   PRICE     SHARES    PRICE     SHARES     PRICE
                                    ------- -------    ------  --------    ------   --------
<S>                                 <C>        <C>     <C>     <C>       <C>        <C>
Outstanding at beginning of year          -   $   -    761,920   $0.41     881,920   $1.51
Granted                             761,920    0.41    160,000    6.41   1,142,000    8.43
Exercised                                 -      -           -       -     (41,920)   0.25
Canceled                                  -      -     (40,000)   0.25           -       -
                                    -------            -------           ---------
Outstanding at end of year          761,920    0.41    881,820    1.51   1,982,000    5.52
                                    -------            -------           ---------
                                    -------            -------           ---------
Options exercisable at end of year        -            433,001             568,080

Shares available for grant          238,080            118,080             376,080

Weighted average fair value of
 options granted during the year                         $0.90               $0.93

</TABLE>
  
                                   F-27
<PAGE>


        The following table summarizes information about fixed stock options 
outstanding at December 31, 1996:

                       OPTIONS OUTSTANDING               OPTIONS EXERCISABLE
                     -----------------------             --------------------
                                   WEIGHTED
                                    AVERAGE    WEIGHTED              WEIGHTED
                      NUMBER OF    REMAINING    AVERAGE   NUMBER OF   AVERAGE
RANGES OF            OUTSTANDING  CONTRACTUAL  EXERCISE  OUTSTANDING  EXERCISE
EXERCISE PRICE         OPTIONS       LIFE       PRICE     OPTIONS      PRICE
--------------       -----------  -----------  --------  -----------  --------
$0.25                   612,000      7.36      $  0.25    460,331     $0.25
From $2.00 to $2.50      68,000      6.55         2.09     42,750      2.08
From $6.25 to $9.38   1,302,000      8.05         8.18     64,999      6.40
                      ---------                           -------
From $0.25 to $9.38   1,982,000      7.78         5.52    568,080      1.09
                      ---------                           -------
                      ---------                           -------

(12) INCOME TAXES

        The Company has incurred net losses since inception and has not 
recorded any provision for income taxes. The reconciliation between the 
amount computed by applying the U.S. federal statutory tax rate of 34% to net 
loss before income taxes and the actual provision for income taxes as of 
December 31, 1994, 1995, and 1996 follows (in thousands): 

<TABLE>
<CAPTION>

                                                     1994         1995            1996
                                                    -----         ----            ----
<S>                                                 <C>          <C>            <C>
Income tax (benefit) at statutory rate ..........   $(851)       $(3,832)       $(12,208)
License amortization ............................       -            341             302
Other ...........................................       -              -              18
Net operating loss and temporary differences
 for which no tax benefit was recognized ........     851          3,791          11,888
                                                    -----        -------        --------
                                                    $   -        $     -        $      -
                                                    -----        -------        --------
                                                    -----        -------        --------
</TABLE>

        The tax effects of temporary differences that give rise to 
significant portions of the deferred tax assets and liabilities as of 
December 31, 1995 and 1996 are as follows (in thousands): 

<TABLE>
<CAPTION>


                                                                   1995        1996
                                                                   ----        ----
<S>                                                               <C>         <C>
Deferred tax assets:
 Loss carryovers and deferred start-up expenditures ............  $4,642      $12,788
 Equity in foreign investments .................................       -          501
                                                                  ------      -------
    Total gross deferred tax assets ............................   4,642       13,289
    Less valuation allowance ...................................    (655)      (9,948)
                                                                  ------      -------
       Total deferred tax assets ...............................   3,987        3,341

Deferred tax liabilities:
 Fixed assets ..................................................       -         (153)
 Equity in foreign investments .................................  (3,987)           -
 License fees ..................................................       -       (3,103)
 Debt issuance costs ...........................................       -          (85)
                                                                  ------      -------
       Total deferred tax liabilities ..........................  (3,987)      (3,341)
                                                                  ------      -------
       Net deferred tax assets .................................  $    -      $     -
                                                                  ------      -------
                                                                  ------      -------
</TABLE>
 
        Management has established a valuation allowance for the 
portion of deferred tax assets for which realization is uncertain. The 
valuation allowances as of December 31, 1995 and 1996 were $655,000 and 
$9,948,000, respectively. The net changes in valuation allowance during 1995 
and 1996 was a decrease of $705,000 for 1995 and an increase of $9,293,000 
for 1996. 

                                     F-28
<PAGE>

        As of December 31, 1996, the Company has cumulative U.S. federal net 
operating losses of approximately $26,300,000, which can be used to offset 
future income subject to federal income taxes. The federal tax loss 
carryforwards will expire from 2008 through 2011. The Company has cumulative 
California net operating losses of approximately $17,800,000, which can be 
used to offset future income subject to California income taxes. The 
California tax loss carryforwards will expire from 1998 through 2001. 

        The Tax Reform Act of 1986 imposes substantial restrictions on the 
utilization of net operating losses and tax credits in the event of an 
"ownership change" as defined. Most of the U.S. federal and California net 
operating loss carryforwards are subject to limitation as a result of these 
restrictions. The ownership change restrictions are not expected to impair 
the Company's ability to utilize the affected carryforward items. If there 
should be a subsequent ownership change, as defined, of the Company, its 
ability to utilize its carryforwards could be reduced. 

        The Company's foreign subsidiaries have aggregate net operating 
losses of approximately $2,130,000.  The foreign loss carryovers expire over 
periods varying from six years to indefinitely.

(13) COMMITMENTS AND CONTINGENCIES

LEASE AND OTHER COMMITMENTS

        The Company and its consolidated subsidiaries lease their facilities 
and certain equipment under noncancelable operating lease agreements expiring 
through 2001. Future minimum lease payments due under noncancelable operating 
leases total approximately $768,000, $705,000, $637,000, $605,000 and 
$573,000 in 1997 through 2001, respectively. 

        Total rent expense was approximately $47,000, $60,000 and $324,000 
for the years ended December 31, 1994, 1995, and 1996, respectively. 

        In October 1996, SRC entered into a contract with Nokia 
Telecommunications Oy to acquire approximately $12.3 million of trunking 
equipment and related services in six phases. It is anticipated that this 
contract will be assigned to Via 1 upon the legal formation of the joint 
venture, which is anticipated to occur during the second quarter of 1997.

CAPITAL CONTRIBUTIONS

        In order to protect the Company's investments in affiliates from 
ownership dilution, the Company has committed to make additional capital 
contributions to the LWBs as needed.  During 1997, the Company anticipates 
making additional investments in various operating and nonoperating companies 
totaling $24,597,000.

 NOTE PAYABLE

        The Company was jointly and severally liable on a $16,000,000 note 
payable to an unrelated party in connection with its RHP investment. The note 
bore interest at 6.95% with principal and interest due October 10, 1996. The 
Company had recorded its pro rata share of this note on the accompanying 
consolidated balance sheet.  In October 1996, the Company paid its $4,000,000 
pro rata share of this note, plus $278,000 of accrued interest and the other 
shareholders of RHP paid their pro rata share.

CONTINGENT LIABILITY OF CONSOLIDATED SUBSIDIARY

        During 1996, the Company entered into an agreement with the major 
supplier of TeamTalk, agreeing to a moratorium on payments for work performed 
prior to April 30, 1996.  Subsequent to the agreement, invoices relating to 
assets purchased prior to the cut-off period were submitted by the supplier 
and are currently in dispute by TeamTalk. TeamTalk has not recognized any 
liability pertaining to those invoices.  The Company and TeamTalk expect to 
resolve this matter without any material adverse consequence.

                                     F-29
<PAGE>

GUARANTEE OF DEBT OF EQUITY INVESTEE

         In connection with a Malaysian Ringgit 91,000,000 (approximately 
$35,968,000 as translated using effective exchange rates at December 31, 
1996) senior credit facility with a Malaysian bank obtained by the Company's 
30% equity investee, STW, the Company along with other STW shareholders, 
executed a financial "keep well" covenant pursuant to which they have agreed 
(i) to ensure that STW will remain solvent and be able to meet its financial 
liabilities when due and (ii) to ensure that the project is timely completed 
and to make additional debt and equity investments in STW to meet cost 
overruns. The loan is repayable by STW in eleven semi-annual installments 
beginning October 8, 1997. The Company and other STW shareholders have 
separately executed an agreement, whereby each shareholder has agreed to 
share in the liability on a pro rata basis in relation to their interest in 
STW. In the event that the bank were to seek repayment from the STW 
shareholders and the other shareholders were unable to honor their pro rata 
share in the liability, the Company might be liable for the full amount of 
the outstanding amount of the loan. As of December 31, 1996, the balance on 
this loan was Ringgit 91,000,000 or $35,968,000. 

        The Company does not believe it is practicable to estimate the fair 
value of the guarantee and does not believe exposure to loss is likely. 
Accordingly, no provision has been made in the accompanying consolidated 
financial statements. 

        The Company, indirectly through its affiliate, New Zealand Wireless 
Limited, owns 15% of PT Mobilkom Telekomindo (Mobilkom). Mobilkom expects to 
fund the continued buildout of its network and the acquisition of subscriber 
terminals primarily through a seven-year $50 million revolving/reducing 
credit facility which it has obtained from a syndicate of Thai banks. 
Borrowings under the credit facility bear interest at a floating rate based 
on LIBOR and are secured by substantially all of Mobilkom's assets and a 
pledge of all the capital stock held by the Company and Mobilkom's other 
shareholders. Another Mobilkom shareholder has guaranteed borrowings of up to 
$25 million under the credit facility. As of December 31, 1996, borrowings of 
approximately $20,210,000 were outstanding under this facility. 

        The Company indirectly owns a 19.8% equity interest in PT Mobile 
Selular Indonesia ("Mobisel"), a provider of cellular services in Indonesia 
through its 28.3% ownership in RHP. Mobisel has obtained a six-year $60 
million credit facility from Nissho Iwai International (Singapore) Pte. Ltd. 
("Nissho Iwai") to finance the construction of its network. Borrowings under 
the credit facility bear interest at a floating rate based on LIBOR and are 
secured by all of Mobisel's assets and a pledge of all the capital stock held 
by RHP and Mobisel's other shareholders. RHP has also guaranteed the credit 
facility. As of December 31, 1996, borrowings of approximately $60 million 
were outstanding under this facility.

                                     F-30
<PAGE>

(14) GEOGRAPHIC INFORMATION

        Information about the Company's consolidated operations in different 
geographic areas for the three years ended December 31, 1994, 1995 and 1996 
is as follows (in thousands):

                                     1994       1995        1996
                                     ----       ----        ----
 Revenues:
       Latin America .............       $-        $-         $-
        Southeast Asia ...........        -         -          -
        Pacific and Far East .....        -         -        869
        United States ............        -         -          -
                                    -------- ---------  ---------
                                         $-         $-      $869
                                    -------- ---------  ---------
                                    -------- ---------  ---------

 Operating loss:
        Latin America ...........        $-     $(154)   $(3,844)
        Southeast Asia ..........         -         -       (692)
        Pacific and Far East ....         -    (3,756)   (13,717)
        United States ...........    (2,481)   (6,211)   (11,667)
                                    -------- ---------  ---------
                                    $(2,481) $(10,121)  $(29,920)
                                    -------- ---------  ---------
                                    -------- ---------  ---------
 
 Identifiable assets:
        Latin America ...........    $2,157  $ 13,017    $19,712
        Southeast Asia ..........        10     5,658      6,541
        Pacific and Far East ....     3,429    50,017    104,966
        United States ...........    12,828    26,951     38,139
                                    -------- ---------  ---------
                                    $18,424   $95,643   $169,358
                                    -------- ---------  ---------
                                    -------- ---------  ---------

 

        The Company's consolidated operations in Latin America are in Brazil 
and Peru. The Company's consolidated operations in Southeast Asia are in 
Pakistan. The Company's consolidated operations in Pacific and Far East are 
in New Zealand and China.  The Company's equity method and cost investees are 
included in the geographic areas in which principal operations exist or will 
exist (see Note 5). 

(15) DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

        The carrying value of the Company's cash and cash equivalents, notes 
receivable from and advances to affiliates, accounts payable and accrued 
expenses, notes payable to related party and note payable approximates the 
fair market value due to the relatively short maturity of these instruments. 
The fair value of other financial instruments is described below.

        The following methods and assumptions were used to estimate the fair 
value of each category of financial instruments for which it is practicable 
to estimate that value:

        INVESTMENT IN AFFILIATE HELD FOR SALE -- The fair value of this 
instrument is determined by management to be the same as its carrying amount.

        INVESTMENTS IN AFFILIATES CARRIED ON THE COST METHOD -- The fair 
value of these instruments is estimated based upon recent transactions in 
this portfolio (see Note 5).

        LONG-TERM DEBT, NET -- The fair value of the Exchange Notes was 
estimated by management to be the same as the carrying amount as no change in 
prevailing interest rates had occurred since the August 1996 issuance of the 
Notes.

        The estimated fair values of the Company's financial assets 
(liabilities) as of December 31 are summarized as follows (in thousands):

                                     F-31
<PAGE>

                                                      1996
                                              ---------------------
                                              CARRYING    ESTIMATED
                                               AMOUNT     FAIR VALUE
                                              --------    ----------
Investment in affiliate held for sale ....     $2,062       $2,062
Investment in affiliates carried on
 the cost method .........................      2,926        3,833
Long-term debt, net ......................    (75,466)     (75,466)


(16) SUBSEQUENT EVENTS

        In January 1997, STOL acquired an additional 9% of RPSL for 
$2,100,000.

        In March 1997, the Company loaned $3,500,000 to SDL.  The loan, in 
the form of a promissory note, accrues interest at 9% per annum and is due 
upon written demand by the Company. 

        As discussed above, the holders of the Warrants issued in connection 
with the Debt Offering  are entitled to purchase 11.638 shares of common 
stock per Warrant, representing in the aggregate approximately 10.0% of the 
outstanding stock of the Company on a fully-diluted basis as of August 15, 
1996  (see Note 9).  In the event that a qualified initial public offering of 
common stock in which the Company raises at least $50 million in net cash 
proceeds does not occur on or prior to May 15, 1997, each unexercised Warrant 
will entitle the holder thereof to purchase an additional 2.645 shares of 
common stock.  On March 27, 1997, the Board of Directors determined, based on 
discussions with the Company's prospective underwriters, that it was unlikely 
that the Company will complete such an offering on or prior to May 15, 1997.

        The Company was not in compliance with its bond indenture covenants 
to submit audited consolidated financial statements and a compliance 
certificate within 90 days of the Company's fiscal year end.  The Trustee has 
indicated that it would not consider this matter to be an event of default 
and that such noncompliance is curable upon the delivery of this document and 
the compliance certificate to the Trustee prior to April 30, 1997.  

                                     F-32

<PAGE>

ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE

     Not applicable.


                             Page 88 of 124 pages.

<PAGE>

                                   PART III

ITEM 10.  DIRECTORS AND OFFICERS OF THE REGISTRANT

     The directors, executive officers and key employees of the Company as of
December 31, 1996 were as follows: 


NAME                             AGE    POSITION
----                             ---    --------

Haynes G. Griffin(1)...........    49   Chairman of the Board

John D. Lockton................    59   President, Chief Executive
                                        Officer and Director

Hugh B. L. McClung.............    55   Vice Chairman of the Board
                                        and Managing Director, Asia

Clarence "Sam" Endy............    58   Executive Vice President and
                                        Chief Operating Officer

Douglas S. Sinclair............    42   Executive Vice President and
                                        Chief Financial Officer

Patrick Ciganer................    45   Senior Vice President,
                                        Project Finance

Robert M. Curran...............    42   Senior Vice President,
                                        Marketing

Roger Quayle...................    43   Senior Vice President,
                                        Technology

Aarti C. Gurnani...............    29   Vice President, Legal
                                        Affairs and Secretary

Sanford L. Antignas............    35   Director

Carl C. Cordova III(1)(2)......    35   Director

Stephen R. Leeolou(2)..........    41   Director

John S. McCarthy(2)............    48   Director

Carl F. Pascarella(1)..........    55   Director

Brian Rich.....................    36   Director

Van Snowdon....................    41   Director

___________

(1)  Member of Compensation Committee. 

(2)  Member of Audit Committee. 

     Mr. Griffin has served as Chairman of the Board of Directors of the 
Company since June 1996. Mr. Griffin is a co-founder of Vanguard Cellular 
Systems, Inc., a wireless cellular telephone company ("Vanguard"), and has 
served as Chairman of the Board and Co-Chief Executive Officer of Vanguard 
since November 1996. From July 1984 to November 1996, he was President and 
Chief Executive Officer of Vanguard. Mr. Griffin also serves as a director of 
Lexington Global Asset Managers, Inc. and Geotek Communications, Inc. Mr. 
Griffin holds a B.A. in Economics from Princeton University. 

     Mr. Lockton is a co-founder of the Company and has served as President, 
Chief Executive Officer and a director of the Company since its incorporation 
in January 1992. From May 1990 to August 1991, he was Managing Partner of 
Corporate Technology Partners ("CTP"), a partnership formed to pursue 
wireless communications licenses and form local wireless communications 
businesses in developing countries. In August 1988, he founded Cellular Data, 
Inc., a wireless company, and Star Associates, Inc., a cellular radio RSA 
company. From December 1983 to July 1986, Mr. Lockton was Executive Vice 
President for Pacific Bell Company, with responsibilities including its 
wireless business. Mr. Lockton was a director of Interactive Network, Inc., a 
wireless based interactive television company, from December 1987 to April 
1996 and was Chairman of the Board of Directors until December 1994. He was 
also a director 

                             Page 89 of 124 pages.

<PAGE>

of Centex Telemanagement, Inc., a shared access telephone service provider 
from May 1992 until the company was acquired by HFS, Inc. in July 1994. Mr. 
Lockton holds a B.A. in Economics and Chemical Engineering from Yale 
University, an L.L.B. from Harvard Law School and an Executive M.B.A. from 
the Columbia University Business School. 

     Mr. McClung is a co-founder of the Company and has been a director of 
the Company since its inception in January 1992. Mr. McClung has served as 
Vice Chairman of the Board of Directors since December 1995 and Managing 
Director, Asia since January 1996. Mr. McClung served as Chairman of the 
Board of Directors of the Company from January 1992 to December 1995, and 
served as Chief Financial Officer of the Company from January 1992 until 
April 1995. From 1986 to 1991, he was a general partner of CTP, which he 
co-founded to pursue wireless communications licenses and form local wireless 
communications businesses in developing countries. Mr. McClung holds a B.A. 
in Economics and an M.B.A. from the University of Washington. 

     Mr. Endy has served as Chief Operating Officer of the Company since June 
1996 and has served as Executive Vice President of the Company since August 
1994. From July 1988 to May 1994, Mr. Endy held the positions of Senior Vice 
President, Service and Engineering, Senior Vice President, Marketing and 
Sales and Chief Service Officer at Centex Telemanagement, Inc., a 
telecommunications management company. From 1982 to 1988, Mr. Endy was 
Corporate Vice President for Sprint Communications, Inc., a 
telecommunications company. Mr. Endy holds a B.S. in Military Science from 
the U.S. Military Academy, West Point, an M.S. in Electrical Engineering from 
Purdue University and a Ph.D. in Electrical Engineering from Purdue 
University. 

     Mr. Sinclair has served as Executive Vice President and Chief Financial 
Officer of the Company since May 1995. From March 1993 to May 1995, Mr. 
Sinclair was Chief Financial Officer, Secretary and Treasurer of Pittencrieff 
Communications, Inc., a major U.S. trunked radio operator. From March 1990 to 
March 1993, Mr. Sinclair was Group Finance Director of Pittencrieff, plc., 
Scotland, an oil exploration and development company. Mr. Sinclair holds a 
B.Sc. in Electrical & Electronic Engineering from the University of Glasgow 
and an M.B.A. from the Harvard Graduate School of Business Administration. 

     Mr. Ciganer has served as Senior Vice President, Project Finance of the 
Company since December 1996. From May 1996 to December 1996, Mr. Ciganer 
served as Senior Vice President, Latin America of the Company, and from 
January 1994 to April 1996, he served as Vice President, Operations-Latin 
America of the Company. From May 1992 to January 1994, Mr. Ciganer was Chief 
Executive Officer of Transcom Corporation, a wireless telecommunications 
engineering and service organization. From November 1990 to April 1992, Mr. 
Ciganer was a director and co-founder of Chronos Tracking Systems, Ltd., a 
privately financed wireless data start-up company. Mr. Ciganer holds a B.A. 
in Economics from Georgetown University. 

     Mr. Curran has served as Senior Vice President, Marketing of the Company 
since August 1996. From March to August 1996, Mr. Curran was Vice President, 
Marketing of 360 DEG. Communications Company, a U.S. cellular operator that is 
the successor corporation to Sprint Cellular Company ("Sprint Cellular"), a 
U.S. cellular operator that was wholly owned by Sprint Corporation. From 
February 1994 to March 1996, Mr. Curran served as Vice President, Marketing 
for Sprint Cellular, and from September 1990 to February 1994, he served as 
Regional Vice President for Sprint Cellular. From March 1980 to September 
1990, Mr. Curran served in various positions with Centel Cellular Company, a 
U.S. cellular operator, and Centel Supply Company, a telecommunications 
equipment supplier. Mr. Curran holds a B.S. in Criminal Justice from the 
University of Nebraska and has participated in the Executive Development 
Programs of Columbia University and Northwestern University. 

     Mr. Quayle has served as Senior Vice President, Technology of the 
Company since May 1996. From May 1995 to April 1996, he served as Vice 
President, Technology of the Company, and from August 1994 to May 1995, he 
served as Vice President, Asian Operations of the Company. From July 1991 to 
August 1996, Mr. Quayle held various management positions with Broadcast 
Communications Ltd., a New Zealand broadcasting and telecommunications 
network and engineering company, most recently as General Manager of 
Technology and Business Development. From 1989 to 1991, Mr. Quayle was Senior 
Consultant and Principal of Amos Aked Swift, an Australian telecommunications 
consulting company. Prior to that time, he was the founder and Managing 
Director of Datacomm Equipment Ltd., a New Zealand data communications 
company. 

                             Page 90 of 124 pages.

<PAGE>

     Ms. Gurnani has served as Vice President, Legal Affairs of the Company 
since March 1996 and as Secretary of the Company since August 1996. From July 
1993 to March 1996, Ms. Gurnani was an Associate at Brobeck, Phleger & 
Harrison LLP, a private law firm. Ms. Gurnani holds a B.S. in Medical 
Microbiology from Stanford University and a J.D. from Hastings College of the 
Law. 

     Mr. Antignas has served as a director of the Company since December 
1996. Since April 1996, Mr. Antignas has served as a Vice President of 
Bassini Playfair + Associates LLC, an emerging markets private equity 
investment firm. From August 1994 to April 1996, he was Director of 
International Direct Investments for a unit of American International Group, 
Inc., and from September 1987 to August 1994, he held various positions with 
GE Capital Corporation. Mr. Antignas is a Certified Public Accountant, having 
previously been employed by Deloitte Haskins & Sells. Mr. Antignas holds a 
B.S. in Business Administration from the University of California, Berkeley 
and an M.B.A. from New York University. 

     Mr. Cordova has served as a director of the Company since December 1995. 
Mr. Cordova is a Vice President of Electra Inc., an affiliate  of Electra 
Investment Trust PLC, which he joined in 1993. He serves on the Boards of 
Directors of a number of private companies. Prior to joining Electra Inc., he 
was a Vice President of Columbia Capital Group. Mr. Cordova received a B.A. 
from Gettysburg College and an M.B.A. from The Wharton School of the 
University of Pennsylvania. 

     Mr. Leeolou has served as a director of the Company since February 1994 
and served as Chairman of the Board of Directors of the Company from December 
1995 to June 1996. Mr. Leeolou is a co-founder of Vanguard and has served as 
its President and Co-Chief Executive Officer since November 1996. From July 
1984 to November 1996, he was Executive Vice President and Chief Operating 
Officer of Vanguard. Mr. Leeolou holds a B.A. in Communications from James 
Madison University. 

     Mr. McCarthy has served as a director of the Company since May 1993. 
Since December 1984, Mr. McCarthy has been a General Partner of Gateway 
Associates, a venture capital firm which he co-founded ("Gateway 
Associates"). Mr. McCarthy serves on the Board of Directors of Transaction 
Network Services, Inc., a publicly held electronic data telecommunications 
company. Mr. McCarthy also serves on the boards of directors of Tek Now, 
Inc., a private paging networks system company, NetSolve, Inc., a private 
data communications network company, Savvis Communications Corp., a private 
ATM network provider, and Omnilink Communication Corp., an ISDN terminal 
products manufacturer. Mr. McCarthy holds a B.S. in Business from Washington 
University and an M.B.A. from St. Louis University. 

     Mr. Pascarella has served as a director of the Company since April 1996. 
Since August 1993, Mr. Pascarella has served as President and Chief Executive 
Officer of Visa U.S.A. Mr. Pascarella initially joined Visa International in 
January 1983 as Assistant Chief General Manager of the Asia-Pacific region 
and shortly thereafter was appointed President of Visa International's 
Asia-Pacific region and director of the Asia-Pacific Regional Board of the 
organization. Mr. Pascarella has served as a member of the Board of Directors 
of General Magic. Mr. Pascarella holds a B.S. in Accounting from the State 
University of New York at Buffalo and an M.B.A. from the Stanford Graduate 
School of Business. 

     Mr. Rich has served as a director of the Company since December 1995. 
Since July 1995, Mr. Rich has served as Managing Director and Group Head of 
Toronto Dominion Capital, the U.S. merchant bank affiliate of Toronto 
Dominion Bank. From September 1990 to July 1995 he served as Managing 
Director of Communications Finance Group of The Toronto Dominion Bank in New 
York where he focused on transactions in the wireless communications, cable 
and broadcast industries. Mr. Rich also serves as a member of the Board of 
Directors of Teletrac, Inc. and InterAct, Inc. Mr. Rich holds a B.S. in 
Engineering from State University of New York at Buffalo and an M.B.A. from 
Columbia University. 

     Mr. Snowdon has served as a director of the Company since March 1996. 
From August 1995 to the present, Mr. Snowdon has served as Vice President of 
Vanguard Communications, Inc., a subsidiary of Vanguard. From January 1992 to 
August 1995, he was Vice President of Vanguard International 
Telecommunications, Inc., a subsidiary of Vanguard. Mr. Snowdon also serves 
on the Board of Directors of Cellular Telecommunications Services, Ltd., and 
Digitel Telecommunications Services Ltd. Mr. Snowdon holds a B.S. in 
Management, a B.S. in Marketing and an M.B.A. from James Madison University. 

                             Page 91 of 124 pages.

<PAGE>

     The Company currently has authorized eleven directors. Each director 
holds office until the next annual meeting of stockholders or until his 
successor is duly elected and qualified. The Officers serve at the discretion 
of the Board. 

COMMITTEES OF THE BOARD OF DIRECTORS

     As of December 31, 1996, the Board of Directors had two standing 
committees: (i)  a Compensation Committee (the "Compensation Committee"); and 
(ii) an Audit Committee (the "Audit Committee"). The Board of Directors may 
also establish other committees to assist in the discharge of its 
responsibilities. 

     As of December 31, 1996, the duties of the Compensation Committee 
included providing guidance and periodic monitoring for all corporate 
compensation, benefit, perquisite and employee equity programs, including 
those for all corporate officers, and succession planning for corporate 
officers. The Compensation Committee was then comprised of Messrs. Cordova, 
Griffin and Pascarella.  In February 1997, the Board of Directors established 
a separate Option Committee (the "Option Committee") comprised of Messrs. 
Cordova and Pascarella exclusively to administer the Company's Stock Plan (as 
defined below under "Item 11. Executive Compensation-1996 Stock Option/Stock 
Issuance Plan"). The charter of the Compensation Committee was 
correspondingly amended to remove such Stock Plan administration duties.

     The duties of the Audit Committee include recommending independent 
auditors to the Board of Directors, reviewing the intended scope of the 
annual audit and the audit methods and principles being applied by the 
independent auditors and the fees charged by the independent auditors, 
reviewing and discussing the results of the audit, reviewing the Company's 
significant accounting principles, policies and practices and undertaking 
related matters. KPMG Peat Marwick LLP presently serves as the independent 
auditors of the Company. As of December 31, 1996, the Audit Committee was 
comprised of Messrs. Cordova, Leeolou and McCarthy.  In February 1997, Mr. 
Leeolou resigned from the Audit Committee and was replaced by Mr. Pascarella.

ARRANGEMENTS CONCERNING ELECTION OF DIRECTORS

     Pursuant to the Company's Amended and Restated Certificate of 
Incorporation (the "Certificate"), (i) Vanguard, as the holder of Series E 
Preferred Stock (as defined below), is entitled to elect three directors to 
the Company's Board of Directors; and (ii) for so long as 20% of the shares 
of Series F Preferred Stock (as defined below) remain outstanding, the 
holders of Series F-1 Preferred Stock (as defined below) are entitled to 
elect three directors, one of whom Electra has the right to elect, one of 
whom Central Investment Holdings, Inc. ("CIH") has the right to elect and one 
of whom Toronto Dominion Investments Inc. ("TDI") has the right, subject to 
the conversion of its Series F-2 Preferred Stock (as defined below) into 
Series F-1 Preferred Stock, to elect (subject, in each case, to minimum stock 
ownership requirements). Pursuant to the IRA (as defined below), upon 
termination of the rights referred to in clause (ii) of the preceding 
sentence, for so long as 20% of the Series F Preferred Stock or the Common 
Stock issued or issuable upon conversion thereof (the "Series F Conversion 
Shares") are held by Series F Holders (as defined in the IRA), holders of the 
Company's Preferred Stock ("Preferred Stock") and certain transferees thereof 
have agreed to vote for three directors designated by a majority of the 
Series F Conversion Shares, one of whom Electra has the right to designate, 
one of whom CIH has the right to designate and one of whom TDI has the right 
to designate (subject, in each case, to minimum stock ownership 
requirements). The Company's Board of Directors includes: Messrs. Griffin, 
Leeolou and Snowdon, who are representatives of Vanguard; Mr. Cordova, who is 
a representative of Electra; and Mr. Rich, who is a representative of TDI. 

     The holders of Series F-1 Preferred Stock have certain additional rights 
with respect to the election of one additional director upon the occurrence 
of certain events specified in the Series F Purchase Agreement (as defined 
below). 


                             Page 92 of 124 pages.

<PAGE>

INDEMNIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS AND LIMITATION OF 
LIABILITY

     The Certificate limits the liability of the Company's directors for 
monetary damages arising from a breach of their fiduciary duty as directors, 
except to the extent otherwise required by the Delaware General Corporation 
Law ("DGCL"). Such limitation of liability does not affect the availability 
of equitable remedies such as injunctive relief or rescission. The Company's 
Bylaws provide that the Company shall indemnify its directors and officers to 
the fullest extent permitted by DGCL. The Company has also entered into 
indemnification agreements with its officers, directors, and certain other 
employees containing provisions that may require the Company, among other 
things, to indemnify such persons against certain liabilities that may arise 
by reason of their status or service as directors, officers or employees of 
the Company (other than liabilities arising from willful misconduct of a 
culpable nature) and to advance their expenses incurred as a result of any 
proceeding against them as to which they could be indemnified. 

ITEM 11.  EXECUTIVE COMPENSATION

     The following table sets forth the compensation earned by the Company's 
Chief Executive Officer and four other most highly compensated executive 
officers, each of whom earned salary and bonus for the fiscal year ended 
December 31, 1996 in excess of $100,000 (collectively, the "Named Officers"), 
for services rendered in all capacities to the Company during its previous 
fiscal year. 

                          SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                           LONG-TERM
                                                                                         COMPENSATION
                                                           ANNUAL COMPENSATION              AWARDS
                                                           -------------------              ------

                                                                                           SECURITIES        ALL OTHER 
NAME AND                                                                                   UNDERLYING       COMPENSATION
PRINCIPAL POSITION(1)                      YEAR        SALARY ($)        BONUS ($)         OPTIONS (#)          ($)(2)
---------------------                      ----        ----------        ---------         -----------          -----
<S>                                        <C>         <C>               <C>               <C>              <C>
John D. Lockton                            1996         157,500           50,000             200,000              2,237
  President and Chief Executive            1995         120,000           50,000                   0              2,237
  Officer
 
Hugh B. L. McClung                         1996         157,500           50,000             200,000              4,115
  Vice Chairman of the Board and           1995         120,000           50,000                   0              2,574
  Managing Director, Asia
 
Clarence Endy                              1996         195,000           45,000              40,000              3,804
  Executive Vice President, Operations     1995         155,000           20,000                   0              3,804
  and Chief Operating Officer
 
Douglas S. Sinclair                        1996         155,000           38,000              36,000          48,383(3)
  Executive Vice President and Chief       1995         100,104           15,000             120,000         116,122(4)
  Financial Officer
 
Patrick Ciganer                            1996         126,000           20,000              20,000                708
  Senior Vice President, Latin America     1995         114,000                0                   0                708

</TABLE>

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

(1)  Table does not include Robert M. Curran, Senior Vice President, 
     Marketing of the Company, who joined the Company in August 1996, whose 
     salary for 1996 was $150,000 on an annualized basis. Robert M. Curran's 
     actual salary, bonus and all other compensation earned in 1996 were 
     $56,250, $55,000 and $19,209, respectively. Mr. Curran also received 
     options for 100,000 shares and other compensation in the amount of 
     $130,709, consisting of $114,263 for reimbursement of relocation 
     expenses, $16,446 for a cost of living adjustment and $1,912 for 
     premiums for life insurance paid by the Company, in 1996. 

                              Page 93 of 124 pages.


<PAGE>

(2)  Represents premiums for life insurance paid by the Company, unless 
     otherwise noted. 

(3)  Includes a cost of living adjustment of $47,745 and life insurance 
     premiums in the amount of $638 paid by the Company. 

(4)  Includes a cost of living adjustment of $47,480 and reimbursement for 
     relocation expenses of $68,642. 

OPTION GRANTS IN LAST FISCAL YEAR

     The following table contains information concerning the stock option 
grants made to each of the Named Officers for the fiscal year ended December 
31, 1996. 

                       OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
                                                                                               POTENTIAL REALIZABLE VALUE 
                                                                                               AT ASSUMED ANNUAL RATES OF 
                                                                                                STOCK PRICE APPRECIATION
                                          INDIVIDUAL GRANTS                                        FOR OPTION TERM(3)
                                          -----------------                                        ------------------
                                                        % OF 
                               NUMBER OF SHARES    TOTAL OPTIONS
                                OF COMMON STOCK      GRANTED TO     EXERCISE
                              UNDERLYING OPTIONS    EMPLOYEES IN      PRICE      EXPIRATION
NAME                             GRANTED (#)(1)      FISCAL YEAR    ($/SH)(2)        DATE         5% ($)        10% ($)
----                             --------------      -----------    ---------        ----         ------        -------
<S>                           <C>                  <C>              <C>          <C>            <C>           <C>
John D. Lockton(4)..........        200,000              18%          $8.125       03/05/06     $1,021,954    $2,589,831
Hugh B. L. McClung(5).......        200,000              18%          $8.125       03/05/06     $1,021,954    $2,589,831
Clarence Endy(6)............         40,000               4%          $8.125       03/05/06       $204,391      $517,966
Douglas S. Sinclair(7)......         36,000               3%          $8.125       03/05/06       $183,952      $466,170
Patrick Ciganer(8)..........         20,000               2%          $8.125       03/05/06       $102,195      $258,983
</TABLE>

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

(1)  Each option is immediately exercisable. The shares purchasable 
     thereunder are subject to repurchase by the Company at the original 
     exercise price paid per share upon the optionee's cessation of service 
     prior to vesting in such shares. The repurchase right lapses and the 
     optionee vests as to 25% of the option shares upon completion of one 
     year of service from the date of grant and the balance in a series of 
     equal monthly installments over the next 36 months of service 
     thereafter. The option shares will vest upon an acquisition of the 
     Company by merger or asset sale, unless the Company's repurchase right 
     with respect to the unvested option shares is transferred to the 
     acquiring entity. The options have a maximum term of ten years, subject 
     to earlier termination in the event of the optionee's cessation of 
     employment with the Company. 

(2)  The exercise price may be paid in cash, in shares of the Company's 
     Common Stock valued at fair market value on the exercise date or through 
     a cashless exercise procedure involving a same-day sale of the purchased 
     shares. The Company may also finance the option exercise by lending the 
     optionee sufficient funds to pay the exercise price for the purchased 
     shares, together with any federal and state income tax liability 
     incurred by the optionee in connection with such exercise. 

(3)  The 5% and 10% assumed annual rates of compounded stock price 
     appreciation are provided for informational purposes only based on rules 
     of the Commission. The Company is unable to predict whether the stock 
     price will increase or decrease and, if it does increase, there can be 
     no assurance that the actual stock price appreciation over the ten-year 
     option term will be at the assumed 5% and 10% levels or at any other 
     defined level. Unless the market price of the Common Stock appreciates 
     over the option term, no value will be realized from the option grants 
     made to the executive officers. 

(4)  In February 1997, Mr. Lockton received an option to purchase 51,573 
     shares of Common Stock. Such option is immediately exercisable, but the 
     underlying shares are subject to repurchase at cost should Mr. Lockton 
     cease to provide services to the Company prior to vesting in such 
     shares. The Company's right of repurchase will 

                             Page 94 of 124 pages.

<PAGE>

     lapse, and Mr. Lockton will vest, in such shares in five equal 
     successive annual installments, with the first such installment vesting 
     on January 1, 1998. 

(5)  In February 1997, Mr. McClung received an option to purchase 51,573 
     shares of Common Stock. Such option is immediately exercisable, but the 
     underlying shares are subject to repurchase at cost should Mr. McClung 
     cease to provide services to the Company prior to vesting in such 
     shares. The Company's right of repurchase will lapse, and Mr. McClung 
     will vest, in such shares in five equal successive annual installments, 
     with the first such installment vesting on January 1, 1998. 

(6)  In February 1997, Mr. Endy received an option to purchase 33,154 shares 
     of Common Stock. Such option is immediately exercisable, but the 
     underlying shares are subject to repurchase at cost should Mr. Endy 
     cease to provide services to the Company prior to vesting in such 
     shares. The Company's right of repurchase will lapse, and Mr. Endy will 
     vest, in such shares in five equal successive annual installments, with 
     the first such installment vesting on January 1, 1998. 

(7)  In February 1997, Mr. Sinclair received an option to purchase 28,733 
     shares of Common Stock. Such option is immediately exercisable, but the 
     underlying shares are subject to repurchase at cost should Mr. Sinclair 
     cease to provide services to the Company prior to vesting in such 
     shares. The Company's right of repurchase will lapse, and Mr. Sinclair 
     will vest, in such shares in five equal successive annual installments, 
     with the first such installment vesting on January 1, 1998. 

(8)  In February 1997, Mr. Ciganer received an option to purchase 18,419 
     shares of Common Stock. Such option is immediately exercisable, but the 
     underlying shares are subject to repurchase at cost should Mr. Ciganer 
     cease to provide services to the Company prior to vesting in such 
     shares. The Company's right of repurchase will lapse, and Mr. Ciganer 
     will vest, in such shares in five equal successive annual installments, 
     with the first such installment vesting on January 1, 1998. 


                             Page 95 of 124 pages.

<PAGE>


OPTION EXERCISES AND FISCAL YEAR-END VALUES

     The following table sets forth information concerning option holdings 
for the fiscal year ended December 31, 1996 with respect to each of the Named 
Officers. No options were exercised during the fiscal year ended December 31, 
1996, and no stock appreciation rights were exercised during such year or 
were outstanding at the end of that year. 

                           FISCAL YEAR END OPTION VALUES

<TABLE>
<CAPTION>
                                                 NUMBER OF SHARES OF
                                                    COMMON STOCK                             VALUE OF UNEXERCISED
                                               UNDERLYING UNEXERCISED                            IN-THE-MONEY
                                                    OPTIONS AS OF                                OPTIONS AS OF
                                                DECEMBER 31, 1996 (#)                      DECEMBER 31, 1996 ($)(1)
                                                ---------------------                      ------------------------
NAME                                  EXERCISABLE(2)           UNEXERCISABLE            EXERCISABLE          UNEXERCISABLE
----                                  --------------           -------------            -----------          -------------
<S>                                   <C>                      <C>                      <C>                  <C>
John D. Lockton....................       280,000                   0                      980,000                 0
Hugh B. L. McClung.................       280,000                   0                      980,000                 0
Clarence Endy......................       180,000                   0                    1,327,500                 0
Douglas S. Sinclair................       156,000                   0                      420,000                 0
Patrick Ciganer....................       100,000                   0                      755,000                 0
</TABLE>

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

(1)  Based on the estimated fair market value of Common Stock as of December 
     31, 1996 ($9.38 per share) less the exercise price payable for such 
     shares. 

(2)  The options are immediately exercisable for all the option shares, but 
     any shares of Common Stock purchased under the options will be 
     subject to repurchase by the Company at the original exercise price per 
     share upon the optionee's cessation of service prior to vesting in 
     such shares. The repurchase right had lapsed as to the following number 
     of shares as of December 31, 1996: Mr. Lockton-46,667; Mr. McClung-
     63,333; Mr. Endy-81,667; Mr. Sinclair-47,500; and Mr. Ciganer-58,333. 

DIRECTOR COMPENSATION

     Directors other than Haynes Griffin do not receive any cash compensation 
for their service as members of the Board of Directors, although they are 
reimbursed for their expenses in attending Board and Committee meetings. 
Haynes Griffin receives compensation in the amount of $50,000 per year for 
his services as Chairman of the Board. Further, certain outside directors 
have been granted options to purchase shares of Common Stock in connection 
with their service as directors of the Company as follows: Van Snowdon-14,735 
shares at an exercise price of $9.38 per share granted in February 1997; 
Stephen R. Leeolou-80,000 shares at an exercise price of $8.12 per share 
granted in March 1996; John S. McCarthy-12,000 shares at an exercise price of 
$2.00 per share granted in October 1994; and Carl F. Pascarella-12,000 shares 
at an exercise price of $8.12 per share granted in June 1996. 

EMPLOYMENT CONTRACTS AND CHANGE OF CONTROL ARRANGEMENTS

     The Company does not currently have any employment contracts with the 
Named Officers. 

     The Compensation Committee as Plan Administrator of the Stock Plan (as 
defined below) will have the authority to provide for the accelerated vesting 
of the shares of Common Stock subject to outstanding options held by the 
Named Officers, or the shares of Common Stock subject to direct issuances 
held by such individuals, in connection with certain changes in control of 
the Company or the subsequent termination of the officer's employment 
following the change in control event. 

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION


                             Page 96 of 124 pages.

<PAGE>

     As of December 31, 1996, the Compensation Committee consisted of Messrs. 
Griffin, Cordova and Pascarella; Mr. Griffin served as its Chairman. During 
1996, Messrs. Lockton, Leeolou, McCarthy and Peter G. Schiff served on the 
Compensation Committee. Mr. Griffin is Chairman of the Board of Directors of 
the Company and Chairman of the Board and Co-Chief Executive Officer of 
Vanguard. Mr. Cordova is a Vice President of Electra Inc., an affiliate of 
Electra.  Mr. Lockton is President and Chief Executive Officer of the 
Company. Mr. Leeolou has been a director of the Company since February 1994 
and is President and Co-Chief Executive Officer of Vanguard. Mr. McCarthy is 
a general partner of Gateway Associates, a venture capital firm affiliated 
with Gateway. Mr. Schiff, a former directory of the Company, is a general 
partner of Northwood Ventures, a venture capital firm, and Chairman and Chief 
Executive Officer of Northwood Capital Partners LLC (together with Northwood 
Ventures, "Northwood"), a stockholder of the Company.  As of December 31, 
1996, Vanguard, Electra and Gateway each held more than 5% of the outstanding 
voting equity securities of the Company. 

     In March 1992, the Company sold 271,960 shares of Series B Preferred 
Stock to Gateway (as defined) for an aggregate purchase price of $250,000 (a 
purchase price of $0.92 per share). In June 1992, the Company issued Gateway 
a warrant to purchase an additional 417,040 shares of Series B Preferred 
Stock at an exercise price of $0.60 per share, which was subsequently 
canceled. In May 1993, the Company sold 435,120 shares of Series B Preferred 
Stock to Gateway for an aggregate purchase price of $399,984, including 
cancellation of indebtedness in the amount of $75,000. 

     In October and November 1993, the Company issued convertible secured 
notes in a principal amount of $485,812 to Gateway and $615,000 to Northwood. 
In the Series C Financing (as defined), the Company sold 224,920 shares of 
Series C Preferred Stock to Gateway for an aggregate purchase price of 
$499,997, including cancellation of such note, 341,880 shares of Series C 
Preferred Stock to Northwood for an aggregate purchase price of $759,999, 
including cancellation of such note, and 837,880 shares of Series C Preferred 
Stock to Vanguard for an aggregate purchase price of $1,862,607. The Company 
also issued Vanguard warrants (as subsequently amended) to purchase (i) 
50,440 shares of Series C Preferred Stock at an exercise price of $2.22 per 
share, (ii) 273,440 shares of Series C Preferred Stock at an exercise price 
of $2.22 per share, and (iii) 393,120 shares of Series D Preferred Stock at 
an exercise price of $6.55 per share and entered into a Development Agreement 
(as defined) with Vanguard. 

     In May 1994, the Company issued May 1994 Bridge Notes (as defined) in a 
principal amount of $500,000 to each of Gateway and Northwood and $770,234 to 
Vanguard. In connection with such financing, the investors received warrants 
exercisable for shares of Series D Preferred Stock, including: Gateway and 
Northwood-11,440 shares each; and Vanguard-17,640 shares. 

     In the Series D Financing (as defined), the Company sold (i) 106,880 
shares of Series D Preferred Stock to Gateway for an aggregate purchase price 
of $700,064, including cancellation of a May 1994 Bridge Note in the 
principal amount of $500,000, (ii) 190,880 shares of Series D Preferred Stock 
to Northwood for an aggregate purchase price of $1,250,264, including 
cancellation of a May 1994 Bridge Note in the principal amount of $500,000, 
and (iii) 445,400 shares of Series D Preferred Stock to Vanguard for an 
aggregate purchase price of $2,917,370, including cancellation of a May 1994 
Bridge Note in the principal amount of $770,234. In connection with the 
Series D Financing, Vanguard loaned $1.8 million to the Company in exchange 
for two convertible notes in the amount of $900,000 each. On April 26, 1996, 
Vanguard converted both notes, as amended, into an aggregate of 274,800 
shares of Series D Preferred Stock. 

     On April 6, 1995, the Company issued April 6, 1995 Bridge Notes (as 
defined) in principal amounts of $390,000 to Vanguard, $200,000 to Gateway 
and $100,000 to Northwood, which were canceled in a subsequent financing. In 
connection with issuing such notes, the Company issued warrants exercisable 
for shares of Series D Preferred Stock, including warrants to purchase 5,960 
shares issued to Vanguard, 3,080 shares issued to Gateway and 1,560 shares 
issued to Northwood.

     On April 24, April 25, and June 27, 1995, the Company issued the April 
24, 1995 Bridge Notes (as defined) in principal amounts of $1,541,070 to 
Vanguard, $403,000 to Northwood and $200,000 to Gateway. Of the $1,541,070 
loaned by Vanguard, $390,000 was in the form of cancellation of the April 6, 
1995 Bridge Note held by Vanguard. 


                             Page 97 of 124 pages.

<PAGE>

     On July 31, 1995, the Company issued the First July 1995 Vanguard Note 
(as defined) in the principal amount of $1,485,000 to Vanguard. The Company 
paid Vanguard a $20,000 fee in connection with the transaction. The First 
July 1995 Vanguard Note was cancelled in the Series F Financing (as defined). 
The Company also issued Vanguard, for a purchase price of $15,000, a warrant 
to purchase 32,000 shares of Series F-1 Preferred Stock at an exercise price 
of $9.37 per share. 

     In the July 1995 Financing (as defined), the Company issued additional 
notes in the principal amount of $1,490,013 to Vanguard, $199,066 to 
Northwood and $391,576 to Gateway. The Company also issued (i) 380,880 shares 
of Series D Preferred Stock to Vanguard, 46,080 shares of Series D Preferred 
Stock to Northwood and 680 shares of Series D Preferred Stock to Gateway and 
(ii) warrants to purchase shares of Series F-1 Preferred Stock (not including 
the warrant issued to Vanguard in connection with the First July 1995 
Vanguard Note) at an exercise price of $9.37 per share, including warrants to 
purchase 32,120 shares issued to Vanguard, 4,320 shares issued to Northwood 
and 8,440 shares issued to Gateway. Certain notes previously issued by the 
Company were canceled in the July 1995 Financing. In connection with the July 
1995 Financing, Mr. Lockton agreed, pursuant to a letter agreement dated July 
28, 1995, to vote his shares of the Company's capital stock in favor of the 
election to the Company's Board of Directors of a person designated by the 
BEA Funds (as defined). This obligation terminated on July 31, 1996. 

     In November and December 1995, the Company borrowed $1,000,000 from 
Vanguard, $450,000 from Gateway and $300,625 from Northwood and issued 
short-term convertible unsecured notes (the "Winter 1995 Notes") that bore 
interest at 10% per annum. In connection with these transactions, the Company 
paid loan fees of $30,000 to Vanguard, $13,500 to Gateway and $9,019 to 
Northwood. 

     In the Series F Financing (as defined), the Company sold 424,000 shares 
of Series F-1 Preferred Stock to Vanguard for an aggregate purchase price of 
$3,975,000, including the conversion of certain outstanding notes, 56,720 
shares of Series F-1 Preferred Stock to Northwood for an aggregate purchase 
price of $531,750, including the conversion of certain outstanding notes, and 
94,200 shares of Series F-1 Preferred Stock to Gateway for an aggregate 
purchase price of $883,125, including the conversion of certain outstanding 
notes. 

     Pursuant to the Vanguard Exchange (as defined), the Company acquired the 
interests or rights to acquire interests of Vanguard Sub (as defined) in ten 
wireless projects in Indonesia, New Zealand, Brazil, India and Pakistan. 
Vanguard's cost of acquiring such projects was in excess of approximately 
$3.5 million. 

     In January 1992, the Company issued 1,200,000 shares of Series A 
Preferred Stock to CTI (as defined), an entity beneficially owned by Messrs. 
Lockton and McClung and another individual, for an aggregate purchase price 
of $300,000. CTI subsequently distributed 510,000 shares to Mr. Lockton. 
Pursuant to the CTP Exchange (as defined), on December 18, 1995 the Company 
issued 103,280 shares of Common Stock to Mr. Lockton and deposited an 
additional 45,360 shares of Common Stock into escrow for the benefit of 
certain parties, including Messrs. Lockton and McClung. 

     For additional information, regarding the above transactions, see "Item 
13. Certain Relationships and Related Transactions." For a description of 
compensation of executive officers and directors of the Company and the 
eligibility of executive officers and directors to participate in the Stock 
Plan, see "-1996 Stock Option/Stock Issuance Plan" and "-Director 
Compensation." 

1996 STOCK OPTION/STOCK ISSUANCE PLAN

     The 1996 Stock Option/Stock Issuance Plan (the "Stock Plan") was 
initially adopted by the Board of Directors of the Company and approved by 
its stockholders on August 7, 1996. The Stock Plan is the successor to the 
International Wireless Communications, Inc. 1994 Stock Option/Stock Issuance 
Plan (the "1994 Plan"), and no additional options will be granted under the 
1994 Plan. A total of 2,400,000 shares of Common Stock have been authorized 
for issuance under the Stock Plan. In February 1997, the Board of Directors 
approved the reservation of an additional 411,526 shares of Common Stock for 
issuance pursuant to the Stock Plan, subject to stockholder approval. 

      The individuals eligible to receive option grants or share issuances 
under the Stock Plan are employees (including officers and directors), 
non-employee members of the Board of Directors and consultants of the Company 
or any parent or subsidiary corporation. As of December 31, 1996 options to 
purchase a total of 1,982,000 shares of 

                             Page 98 of 124 pages.

<PAGE>

Common Stock were outstanding under the Stock Plan. In addition, the Board of 
Directors of the Company granted options to purchase an additional 478,612 
shares pursuant to the Stock Plan subsequent to December 31, 1996. 


      The Stock Plan is divided into two separate programs: the option grant 
program and the stock issuance program. Under the option grant program, 
eligible individuals may be granted options to purchase shares of Common 
Stock at a discount of up to 15% of the fair market value of such shares on 
the grant date, and options may be structured as installment options that 
become exercisable for vested shares over the optionee's period of service or 
as immediately exercisable options for unvested shares that may be subject to 
repurchase upon the optionee's termination of employment. The stock issuance 
program allows eligible individuals to purchase shares of Common Stock at 
fair market value or at discounts of up to 15% of the fair market value of 
the shares on the grant date. Such shares may be fully vested when issued or 
may vest over time. In addition, shares of Common Stock may be issued as 
bonus awards in recognition of services rendered to the Company. 

     The Stock Plan is administered by the Board of Directors of the Company 
or a committee thereof. The Board or such committee will select the 
individuals to receive option grants or share issuances and the number of 
shares subject to each such grant or issuance; determine the exercise or 
vesting schedule for each granted option or share issuance; and determine 
whether a granted option is to be an incentive stock option affording 
favorable tax treatment to the optionee at the loss of a deduction to the 
Company or a non-statutory option entitling the Company to a deduction upon 
exercise. Each granted option will have a maximum term of ten years, subject 
to earlier termination following the optionee's cessation of service with the 
Company. 

     In the event the Company is acquired by merger or asset sale, each 
outstanding option under the Stock Plan that is not to be assumed or replaced 
with a comparable option from the successor corporation will automatically 
terminate. The Company's outstanding repurchase rights under the Stock Plan 
will also terminate, and the shares subject to those repurchase rights will 
become fully vested, upon the merger or asset sale, unless such repurchase 
rights are assigned to the successor corporation. 

     The Board has the authority to effect the cancellation of outstanding 
options under the Stock Plan in return for the grant of new options for the 
same or different number of option shares with an exercise price per share 
based upon the lower fair market value of the Common Stock on the new grant 
date. The Board may also amend or modify the Stock Plan at any time, provided 
that no such amendment may adversely affect the rights and obligations of the 
participants with respect to their outstanding options without their consent. 
The Stock Plan will terminate on January 6, 2006, unless sooner terminated 
upon the occurrence of certain events.


                             Page 99 of 124 pages.

<PAGE>

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth certain information known to the Company 
with respect to the beneficial ownership of the Company's Common Stock and 
Preferred Stock as of December 31, 1996 by (i) each person (or group of 
affiliated persons) who is known by the Company to beneficially own more than 
five percent of any class of the Company's capital stock, (ii) each of the 
Company's directors, (iii) each Named Officer and (iv) the Company's 
directors and executive officers as a group. 

<TABLE>
<CAPTION>
                                                                              SHARES BENEFICIALLY OWNED
                                                                              -------------------------
 5% STOCKHOLDERS,                                                COMMON STOCK                           PREFERRED STOCK
 DIRECTORS, NAMED EXECUTIVE OFFICERS                             ------------                           ---------------
 AND OFFICERS AND DIRECTORS AS A GROUP                    NUMBER(1)      PERCENT(1)(2)           NUMBER(1)       PERCENT(1)(3)
 -------------------------------------                    ---------      -------------           ---------       -------------
<S>                                                        <C>                 <C>             <C>                     <C>
 Vanguard Cellular Operating Corp.(4)                            --                 --           7,139,920              40.31%
     c/o Vanguard Cellular Systems, Inc.
     2002 Pisgah Church Road, Suite 300
     Greensboro, NC 27455

 BEA Funds(5)                                                    --                 --           1,504,920               8.90%
     c/o BEA Associates
     153 East 53rd Street
     New York, NY 10022

 Gateway Venture Partners III, L.P.(6)                           --                 --           1,156,720               6.83%
     8000 Maryland Ave., Suite 1190
     St. Louis, MO 63105

 Electra Investment Trust PLC(7)                                 --                 --           1,124,640               6.65%
     70 East 55th Street
     New York, NY 10022

 Toronto Dominion Capital (USA), Inc.(8)                         --                 --           1,061,360               6.20%
     31 W. 52nd Street, 20th Floor
     New York, NY 10019

 Central Investment Holding, Inc.                                --                 --           1,066,640               6.31%
     KMT Business Management Committee
     9F. 6 Chung Hsing W. Road, Section 1
     Taipei, Taiwan ROC

 Haynes G. Griffin(9)                                            --                 --           7,139,920              40.31%

 John D. Lockton(10)                                        383,280             41.81%             510,000               3.02%

 Hugh B. L. McClung(11)                                     650,080             70.91%             167,000                   *

 Clarence "Sam" Endy(12)                                    180,000             22.04%                  --                  --

 Douglas S. Sinclair(13)                                    156,000             19.68%               4,000                   *

 Patrick Ciganer(14)                                        100,000             13.57%                  --                  --

 Sanford L. Antignas                                             --                 --                  --                  --

 Carl C. Cordova III(15)                                         --                 --           1,124,640               6.65%

 Stephen R. Leeolou(16)                                      80,000             11.16%           7,139,920              40.31%

 John S. McCarthy(17)                                        12,000              1.85%           1,156,720               6.83%

 Carl F. Pascarella(18)                                      12,000              1.85%                  --                  --

 Brian Rich(19)                                                  --                 --           1,061,360               6.20%

 Van Snowdon(20)                                             76,080             11.95%           7,143,840              40.34%

 All directors and executive officers as a group          1,849,440             95.49%          11,169,560              62.23%
    (16 persons)  

</TABLE>

                             Page 100 of 124 pages.

<PAGE>

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

*    Less than 1%.

(1)  Except as indicated in the other footnotes to this table, based on 
     information provided by such persons to the Company. Subject to 
     applicable community property laws, the persons named in the table have 
     sole voting and investment power with respect to all of the shares of 
     Common Stock shown as beneficially owned by them. 

(2)  Percentage ownership is based on 636,720 shares of Common Stock 
     outstanding on December 31, 1996. The number of shares of Common Stock 
     beneficially owned includes the shares issuable pursuant to stock 
     options exercisable within 60 days of December 31, 1996. Shares issuable 
     pursuant to stock options are deemed outstanding for computing the 
     percentage owned by the person holding such options but are not deemed 
     outstanding for computing the percentage of any other person. 

(3)  Percentage ownership is based on 16,906,400 shares of Preferred Stock 
     outstanding on December 31, 1996. The number of shares of Preferred 
     Stock beneficially owned includes the shares issuable pursuant to 
     warrants exercisable within 60 days of December 31, 1996. Shares 
     issuable pursuant to warrants are deemed outstanding for computing the 
     percentage owned by the person holding such warrants but are not deemed 
     outstanding for computing the percentage of any other person. 

 (4) Includes (i) 837,880 shares of Series C Preferred Stock, 1,101,080 
     shares of Series D Preferred Stock, 3,972,240 shares of Series E 
     Preferred Stock and 424,000 shares of Series F Preferred Stock and (ii) 
     717,000 shares of Series C Preferred Stock issuable upon exercise of 
     warrants to purchase such shares, 23,600 shares of Series D Preferred 
     Stock issuable upon exercise of warrants to purchase such shares and 
     64,120 shares of Series F Preferred Stock issuable upon exercise of 
     warrants to purchase such shares held by Vanguard Cellular Operating 
     Corp. See "Item 13. Certain Relationships and Related Transactions--
     Private Placement Transactions." Mr. Griffin, Chairman of the Board of 
     the Company, is Chairman of the Board and Co-Chief Executive Officer of 
     Vanguard, the sole stockholder of Vanguard Cellular Operating Corp., Mr. 
     Leeolou, a director of the Company, is President and Co-Chief Executive 
     Officer of Vanguard, and Mr. Snowdon, a director of the Company, is Vice 
     President of Vanguard Communications, Inc., a subsidiary of Vanguard. 
     Excludes option to purchase shares of Common Stock held by Messrs. 
     Leeolou and Snowdon in their individual capacities.  (See notes 9, 16 
     and 20 below.) The capital stock of the Company held by Vanguard has 
     been pledged to secure certain indebtedness of Vanguard. In the event of 
     a default by Vanguard in respect of such indebtedness, the pledgee of 
     such capital stock would be entitled to exercise voting and investment 
     power in respect of such shares.

 (5) Includes (i) an aggregate of 1,423,760 shares of Series D Preferred 
     Stock and an aggregate of 77,440 shares of Series F Preferred Stock and 
     (ii) an aggregate of 3,720 shares of Series F Preferred Stock issuable 
     upon the exercise of warrants to purchase such shares held by The 
     Emerging Markets Telecommunications Fund, Inc., The Emerging Markets 
     Infrastructure Fund, Inc., CUC & Co. F/B/O Latin America Investment 
     Fund, Inc, Latin America Equity Fund, Inc., Latin America Capital 
     Partners, Argentina Equity Investments Partnership, (collectively, the 
     "BEA Funds"), all of which are affiliated with and/or managed by BEA 
     Associates. 

(6)  Includes (i) 707,080 shares of Series B Preferred Stock, 224,920 shares 
     of Series C Preferred Stock, 107,560 shares of Series D Preferred Stock 
     and 94,200 shares of Series F Preferred Stock and (ii) 14,520 shares of 
     Series D Preferred Stock issuable upon exercise of warrants to purchase 
     such shares and 8,440 shares of Series F Preferred Stock issuable upon 
     the exercise of warrants to purchase such shares held by Gateway Venture 
     Partners III, L.P. ("Gateway"). Excludes options to purchase shares of 
     Common Stock held by Mr. McCarthy, a director of the Company, who is a 
     General Partner of Gateway Associates, the general partner of Gateway.  
     (See note 17 below.)

(7)  Includes an aggregate of 58,000 shares of Series A Preferred Stock and 
     an aggregate of 1,066,640 shares of Series F Preferred Stock held by 
     Electra Investment Trust, PLC and Electra Associates, Inc. 
     (collectively, "Electra"). Mr. Cordova, a director of the Company, is a 
     Vice President of Electra Inc., a subsidiary of Electra Investment Trust 
     PLC. (See note 15 below.) 



                             Page 101 of 124 pages.

<PAGE>

(8)  Includes 213,360 shares issuable upon exercise of warrants held by 
     Toronto Dominion Capital (USA), Inc. ("TDC"). Mr. Rich, a director of 
     the Company, is President of TDC and Managing Director and Group Head of 
     Toronto Dominion Capital, an affiliate of TDC. (See note 19 below.)

(9)  Represents shares beneficially owned by Vanguard Cellular Operating 
     Corp. (See note 4 above.) Mr. Griffin is the Chairman of the Board and 
     Co-Chief Executive Officer of Vanguard, the sole stockholder of Vanguard 
     Cellular Operating Corp., and disclaims beneficial ownership of shares 
     held by Vanguard Cellular Operating Corp.  

(10) Includes (i) 103,280 shares of Common Stock and options to purchase 
     280,000 shares of Common Stock that are immediately exercisable, subject 
     to certain rights of repurchase held by the Company, and (ii) 510,000 
     shares of Series A Preferred Stock. Excludes 45,360 shares of Common 
     Stock deposited in escrow pursuant to the CTP Exchange (as defined below 
     under "Item 13. Certain Relationships and Related Transactions--
     Transactions with Founders") in which Mr. Lockton may have a beneficial 
     interest. See "Item 13. Certain Relationships and Related Transactions--
     Transactions with Founders."  Also excludes an option to purchase 51,573 
     shares of Common Stock granted to Mr. Lockton in February 1997, which 
     option is immediately exercisable, subject to certain rights of 
     repurchase held by the Company. 

(11) Includes (i) 370,080 shares of Common Stock and options to purchase 
     280,000 shares of Common Stock that are immediately exercisable, subject 
     to certain rights of repurchase held by the Company, and (ii) 167,000 
     shares of Series A Preferred Stock. Excludes 45,360 shares of Common 
     Stock deposited in escrow pursuant to the CTP Exchange in which Mr. 
     McClung may have a beneficial interest. See "Item 13. Certain 
     Relationships and Related Transactions--Transactions with Founders."  
     Also excludes an option to purchase 51,573 shares of Common Stock 
     granted to Mr. McClung in February 1997, which option is immediately 
     exercisable, subject to certain rights of repurchase held by the Company.

(12) Represents options to purchase 180,000 shares of Common Stock that are 
     immediately exercisable, subject to certain rights of repurchase held by 
     the Company.  Excludes an option to purchase 33,154 shares of Common 
     Stock granted in February 1997, which option is immediately exercisable, 
     subject to certain rights of repurchase held by the Company. 

(13) Represents (i) options to purchase 156,000 shares of Common Stock that 
     are immediately exercisable, subject to certain rights of repurchase 
     held by the Company, and (ii) 4,000 shares of Series B Preferred Stock. 
     Excludes an option to purchase 28,733 shares of Common Stock granted in 
     February 1997, which option is immediately exercisable, subject to 
     certain rights of repurchase held by the Company. 

(14) Represents options to purchase 100,000 shares of Common Stock that are 
     immediately exercisable, subject to certain right of repurchase held by 
     the Company. Excludes an option to purchase 18,419 shares of Common 
     Stock granted to Mr. Ciganer in February 1997, which option is 
     immediately exercisable, subject to certain rights of repurchase held by 
     the Company.

(15) Represents shares of Preferred Stock beneficially owned by Electra.  
     (See note 7 above.) Mr. Cordova, a Vice President of Electra Inc., an 
     affiliate of Electra, disclaims beneficial ownership of shares held by 
     Electra Investment and Electra Associates, except to the extent of his 
     pecuniary interest therein.

(16) Represents (i) an option to purchase 80,000 shares of Common Stock that is
     immediately exercisable, subject to repurchase by the Company, and (ii)
     7,139,920 shares of Preferred Stock beneficially owned by Vanguard Cellular
     Operating Corp. (See note 4 above.) Mr. Leeolou is the President and
     Co-Chief Executive Officer of Vanguard, the sole stockholder of Vanguard
     Cellular Operating Corp., and disclaims beneficial ownership of shares held
     by Vanguard Cellular Operating Corp.

(17) Represents (i) an option to purchase 12,000 shares of Common Stock that 
     is immediately exercisable, subject to repurchase by the Company and 
     (ii) 1,156,720 shares of Preferred Stock beneficially owned by Gateway. 
     (See note 6 above.) Mr. McCarthy is a general partner of Gateway
     Associates, the a general partner of



                             Page 102 of 124 pages.

<PAGE>

     Gateway, and disclaims beneficial ownership of shares held by Gateway
     except to the extent of his pecuniary interest therein. 

(18) Represents an option to purchase 12,000 shares of Common Stock that is 
     immediately exercisable, subject to certain rights of repurchase held by 
     the Company.

(19) Represents 1,061,360 shares beneficially owned by TDC. (See note 8 
     above.) Mr. Rich, President of TDC and Managing Director and Group Head 
     of Toronto Dominion Capital, an affiliate of TDC, disclaims beneficial 
     ownership of shares held by TDC. 

(20) Includes (i) 76,080 shares of Common Stock and 3,920 shares of Series D 
     Preferred Stock held by Mr. Snowdon and (ii) 7,139,920 shares of 
     Preferred Stock beneficially owned by Vanguard Cellular Operating Corp.  
     (See note 4 above.) Mr. Snowdon, Vice President of Vanguard 
     Communications, Inc., a subsidiary of Vanguard, the sole stockholder of 
     Vanguard Cellular Operating Corp., disclaims beneficial ownership of 
     shares held by Vanguard Cellular Operating Corp. Excludes an option to 
     purchase 14,735 shares of Common Stock ranted in February 1997, which 
     option is immediately exercisable, subject to certain rights of 
     repurchase held by the Company.  

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

PRIVATE PLACEMENT TRANSACTIONS

THE SERIES B FINANCING

     In March 1992, the Company sold 271,960 shares of Series B Preferred 
Stock to Gateway Venture Partners III, L.P. ("Gateway") for an aggregate 
purchase price of $250,000 (a purchase price of $0.92 per share). In June 
1992, the Company issued to Gateway a warrant to purchase an additional 
417,040 shares of Series B Preferred Stock at an exercise price of $0.60 per 
share, with the number of shares and exercise price subject to adjustment in 
certain circumstances, which was subsequently canceled. 

     In May 1993, the Company sold an aggregate of 848,520 shares of Series B 
Preferred Stock for an aggregate purchase price of $780,000 (a purchase price 
of $0.92 per share), of which 435,120 shares were sold to Gateway for an 
aggregate purchase price of $399,984, including cancellation of indebtedness 
in the amount of $75,000. The warrant issued to Gateway in March 1992 was 
canceled in connection with this financing. 

THE SERIES C FINANCING

     In October and November 1993, the Company issued convertible secured 
notes in an aggregate principal amount of $1,350,812, including notes in an 
aggregate principal amount of $485,812 issued to Gateway (the "Gateway 
Note"). Such notes bore interest at prime plus 1% per annum and were secured 
by all of the assets of the Company. 

     In a series of transactions during January and February 1994 (the 
"Series C Financing"), the Company sold an aggregate of 1,762,280 shares of 
Series C Preferred Stock for an aggregate purchase price of $3,917,550 (a 
purchase price of $2.22 per share), including 224,920 shares sold to Gateway 
for an aggregate purchase price of $499,997, including cancellation of the 
Gateway Note, and 837,880 shares sold to Vanguard for an aggregate purchase 
price of $1,862,607. 

     In connection with the Series C Financing, the Company issued to 
Vanguard warrants (as subsequently amended) to purchase (i) 50,440 shares of 
Series C Preferred Stock at an exercise price of $2.22 per share, (ii) 
273,440 shares of Series C Preferred Stock at an exercise price of $2.22 per 
share, and (iii) 393,120 shares of Series D Preferred Stock at an exercise 
price of $6.55 per share. The warrant described in clause (i) is exercisable 
until December 18, 1997; the warrants described in clauses (ii) and (iii) are 
exercisable until May 15, 1997 or, if earlier, upon the initial public 
offering of the Company's capital stock. The number of shares and exercise 
price for all such warrants are subject to adjustment in certain 
circumstances. 


                             Page 103 of 124 pages.

<PAGE>

     In connection with the Series C Financing, the investors were granted 
certain registration rights, information rights, board observer rights, board 
representation rights, rights of first offer and co-sale rights. Vanguard was 
also granted a right of first refusal to acquire an amount of any future 
equity financing by the Company equal to (i) the amount Vanguard would be 
entitled to acquire under its first offer rights based on its pro rata equity 
ownership in the Company (calculated on an as converted basis) plus (ii) an 
overcall amount. The overcall amount was the number of shares which, when 
added to the number of shares represented by the warrants issued to Vanguard 
in the Series C Financing (including shares acquired upon the exercise of 
such warrants), would equal 15.01% of the outstanding shares of the Company 
capital stock on a post-transaction basis. The right of first refusal was 
amended in connection with the Series D Financing (as defined below). 

     In connection with the Series C Financing, Vanguard and the Company 
entered into a Business Development and Resource Access Agreement dated as of 
February 28, 1994 (the "Development Agreement"). The Development Agreement 
has a five year term and provides that if either party becomes aware of 
opportunities for wireless projects outside the United States or PCS projects 
within or outside the United States, and brings the opportunity to the 
attention of the other party, then the other party will have the opportunity 
to participate in such projects. The Development Agreement also provides for 
Vanguard to assist the Company, at the Company's request and subject to 
availability of Vanguard resources, by providing various services including 
project review, operations support, technical support, training, site visits, 
staffing and recruiting. The Company reimburses Vanguard for Vanguard's costs 
in providing certain of such services; such reimbursement has not exceeded 
$60,000 in fiscal years 1994 or 1995 or 1996. 

THE SERIES D FINANCING

     In May 1994, the Company issued convertible notes (the "May 1994 Bridge 
Notes") in an aggregate principal amount of $2,028,993, including $500,000 to 
Gateway and $770,234 to Vanguard. The May 1994 Bridge Notes were due in 180 
days and bore interest at prime plus 1% per annum. In connection with the May 
1994 Bridge Notes, the purchasers received warrants exercisable for an 
aggregate of 46,440 shares of Series D Preferred Stock, including: 
Gateway-11,440 shares and Vanguard-17,640 shares. The warrants have an 
exercise price of $6.55 per share and are exercisable until May 6, 1997, or, 
in the case of the warrants issued to certain of the other lenders, May 23, 
1997 or June 12, 1997, provided that the warrants shall no longer be 
exercisable upon the occurrence of (i) the closing of the initial public 
offering of the Company's capital stock, (ii) the sale of all or 
substantially all of the Company's assets, (iii) the merger of the Company 
with or into another entity resulting in the transfer of at least 50% of the 
Company's outstanding voting equity securities, or (iv) any other transfer of 
at least 50% of the Company's outstanding voting equity securities (each or 
certain other similar events, a "Termination Event"). All share amounts and 
the exercise price are subject to adjustment in certain circumstances. 

     In a series of transactions in September and October 1994 (the "Series D 
Financing"), the Company sold an aggregate of 2,230,560 shares of Series D 
Preferred Stock for an aggregate purchase price of $14,610,168 (a purchase 
price of $6.55 per share), including (i) 106,880 shares sold to Gateway for 
an aggregate purchase price of $700,064, including cancellation of May 1994 
Bridge Notes in the principal amount of $500,000, and (ii) 445,400 shares 
sold to Vanguard for an aggregate purchase price of $2,917,370, including 
cancellation of May 1994 Bridge Notes in the principal amount of $770,234. 
Among the purchasers in the Series D Financing were certain funds managed by 
or affiliated with BEA Associates (the "BEA Funds"), which purchased an 
aggregate of 1,221,440 shares of Series D Preferred Stock for an aggregate 
purchase price of $8,000,432. The Company also entered into an agreement with 
the BEA Funds providing that, where feasible, appropriate and mutually 
advantageous, the Company and the BEA Funds will bring to the attention of 
each other trunked radio, WLL, PCS and other existing and future wireless 
projects. 

     In connection with the Series D Financing, Vanguard loaned $1.8 million 
to the Company in exchange for two convertible notes in the amount of 
$900,000 each. Each note was due upon the earlier of April 26, 1996 or the 
occurrence of certain events which did not occur prior to that date. On April 
26, 1996, Vanguard converted both notes, as amended, pursuant to the Vanguard 
Exchange (as defined below), into an aggregate of 274,800 shares of Series D 
Preferred Stock. 

THE APRIL 1995 FINANCINGS

     On April 6, 1995, the Company issued convertible notes (the "April 6, 
1995 Bridge Notes") in an aggregate principal amount of $696,700, including 
notes in principal amounts of $390,000 to Vanguard and $200,000 to Gateway. 


                            Page 104 of 124 pages.

<PAGE>

The April 6, 1995 Bridge Notes bore interest at prime plus 1%, were due in 
150 days, and were automatically convertible into equity securities, 
subsequently determined to be Series D Preferred Stock, upon the closing of 
the Company's next equity financing in which at least $5 million was raised. 
The April 6, 1995 Bridge Notes were canceled in connection with a subsequent 
financing of the Company. 

     In connection with the issuance of the April 6, 1995 Bridge Notes, the 
Company issued warrants (the "April Bridge Warrants") exercisable for an 
aggregate of 10,720 shares of Series D Preferred Stock, including warrants to 
purchase 5,960 shares issued to Vanguard and 3,080 shares issued to Gateway. 
The warrants have an exercise price of $6.55 per share and are exercisable 
until April 6, 1998, provided that the warrants shall no longer be 
exercisable upon the occurrence of a Termination Event. All share amounts and 
the exercise price are subject to adjustment in certain circumstances. 

     On April 24, April 25, and June 27, 1995, the Company issued convertible 
secured notes (the "April 24, 1995 Bridge Notes" and, together with the April 
6, 1995 Bridge Notes, the "April 1995 Bridge Notes") in an aggregate 
principal amount of $6,144,070, including notes in principal amounts of 
$1,541,070 to Vanguard, $4,000,000 to the BEA Funds and $200,000 to Gateway. 
Of the $1,541,070 loaned by Vanguard, $390,000 was in the form of 
cancellation of the April 6, 1995 Bridge Note held by Vanguard. The April 24, 
1995 Bridge Notes bore interest at prime plus 1% per annum, were due 45 days 
after their respective issue dates and were secured by a lien on 
substantially all of the Company's assets. The April 24, 1995 Bridge Notes 
provided that principal thereon was to be automatically converted on the 
respective due dates into Series D Preferred Stock at a price of $6.55 per 
share, provided that no holder was required to convert to the extent that 
conversion would result in the holder owning 20% or more of the Company's 
capital stock. 

THE JULY 1995 FINANCING

     On July 31, 1995, the Company issued a convertible unsecured note (the 
"First July 1995 Vanguard Note") in the principal amount of $1,485,000 to 
Vanguard (such issuance, together with the issuance of the other notes in 
July 1995 described below, the "July 1995 Financing"). The note bore interest 
at prime plus 1% per annum and was due 180 days after the issue date or, at 
the Company's option, 270 days after the issue date. The note provided that 
the principal balance thereof was automatically convertible into the 
Company's equity securities upon the closing of the Company's next equity 
financing meeting certain conditions (at a conversion price per share equal 
to the share price in such equity financing, but not to exceed $10.40). The 
Company paid Vanguard a $20,000 fee in connection with the note transaction. 
The First July 1995 Vanguard Note was canceled in the Series F Financing (as 
defined below). 

     In connection with the issuance of the First July 1995 Vanguard Note, 
the Company issued Vanguard, for a purchase price of $15,000, a warrant to 
purchase 32,000 shares of Series F-1 Preferred Stock at an exercise price of 
$9.37 per share, with the number of shares and the exercise price subject to 
adjustment in certain circumstances. The warrant is exercisable until 
December 18, 1998, provided that the warrants shall no longer be exercisable 
upon the occurrence of a Termination Event. 

     In the July 1995 Financing, the Company issued additional July 1995 
Notes in an aggregate principal amount of $7,118,025, including notes in the 
amount of $1,490,013 to Vanguard, $460,116 to the BEA Funds and $391,576 to 
Gateway. The July 1995 Notes bore interest at prime plus 1% per annum, had 
due dates and conversion features substantially identical to those contained 
in the First July 1995 Vanguard Note and were unsecured. These notes were 
cancelled in the Series F Financing.

     In the July 1995 Financing, the Company issued an aggregate of 1,147,600 
shares of Series D Preferred Stock for an aggregate purchase price of 
$7,516,780 (a purchase price of $6.55 per share), including 380,880 shares to 
Vanguard, 539,600 shares to the BEA Funds and 680 shares to Gateway. All of 
the remaining April 1995 Bridge Notes were canceled in the July 1995 
Financing. 

     In the July l995 Financing, for an aggregate purchase price of $71,901, 
the Company issued warrants to purchase an aggregate of 153,760 shares of 
Series F-1 Preferred Stock (not including the warrant issued to Vanguard in 
connection with the First July 1995 Vanguard Note) at an exercise price of 
$9.37 per share, including warrants to purchase 32,120 shares issued to 
Vanguard, 8,440 shares issued to Gateway and 9,920 shares issued to the BEA 
Funds. All share amounts and the exercise price are subject to adjustment in 
certain circumstances. The warrants are exercisable 


                             Page 105 of 124 pages.

<PAGE>

until December 18, 1998, provided that the warrants shall no longer be 
exercisable upon the occurrence of a Termination Event.

     In connection with the July 1995 Financing, Messrs. Lockton and McClung 
agreed, pursuant to letter agreements dated July 28 and July 31, 1995, 
respectively, to vote their shares of the Company's capital stock in favor of 
the election to the Company's Board of Directors of a person designated by 
the BEA Funds. This obligation terminated on July 31, 1996. 

THE 1995 TDI FINANCING

     On August 15, 1995, pursuant to a Note and Warrant Purchase Agreement 
dated as of August 14, 1995, the Company borrowed $4,950,000 from Toronto 
Dominion Investments, Inc. ("TDI") and issued an unsecured convertible note 
in the principal amount of $4,950,000 (the "TDI Unsecured Note"). The TDI 
Unsecured Note bore interest at 9.75% per annum and was due on January 27, 
1996, subject to the Company's option to extend the maturity date to April 
26, 1996. The principal balance of the TDI Unsecured Note was automatically 
convertible into shares of the Company's equity securities upon the closing 
of the Company's next equity financing in which the gross proceeds to the 
Company exceeded $15,000,000, provided that such equity financing closed on 
or before January 27, 1996. Pursuant to an Investors' Agreement dated as of 
July 31, 1995, the July 1995 Notes and the First July 1995 Vanguard Note were 
amended to provide that such notes were PARI PASSU with the TDI Unsecured 
Note and with each other. 

     On August 15, 1995, for a purchase price of $50,000, the Company issued 
TDI a warrant (the "First TDI Warrant") to purchase 106,680 shares of Series 
F-2 Preferred Stock at an exercise price of $9.37 per share, with the number 
of shares and exercise price subject to adjustment in certain circumstances. 
The First TDI Warrant is exercisable until December 18, 1998, provided that 
the warrants shall no longer be exercisable upon the occurrence of a 
Termination Event. 

     Pursuant to a Loan Agreement dated as of August 14, 1995, between the 
Company and TDI (the "1995 TDI Loan Agreement"), the Company borrowed 
$5,000,000 from TDI and issued a note in the principal amount of $5,000,000 
(the "TDI Secured Note"). The TDI Secured Note was due on the earlier of 180 
days from its issue date or the closing of the Company's next equity 
financing in which the Company received net proceeds of at least $5,000,000, 
and bore interest at 11% per annum for the first 90 days and 13% per annum 
thereafter. Pursuant to the 1995 TDI Loan Agreement, the Company paid TDI a 
fee of $125,000. The Company's obligations under the 1995 TDI Loan Agreement 
were secured by substantially all of the Company's assets and a pledge of the 
stock of certain wireless projects owned by the Company. At the closing of 
the Series F Financing (as defined below), the Company repaid the TDI Secured 
Note in full through the issuance to TDI of 320,000 shares of Series F-2 
Preferred Stock at a purchase price of $9.37 per share, for an aggregate 
amount of $3,000,000, and cash in the amount of $2,000,000 plus accrued 
interest, and TDI released its security interest and returned the pledged 
stock to the Company. 

     Pursuant to the 1995 TDI Loan Agreement, the Company issued to TDI a 
warrant (the "Second TDI Warrant") to purchase 106,680 shares of Series F-2 
Preferred Stock at an exercise price of $9.37 per share, with the number of 
shares and the exercise price subject to adjustment in certain circumstances. 
The Second TDI Warrant is exercisable until the same date, with the date 
being subject to change in the same circumstances, as the First TDI Warrant. 

THE SERIES F FINANCING

     In November and December 1995, the Company borrowed a total of 
$1,797,515, including $1,000,000 from Vanguard and $450,000 from Gateway and 
issued short-term convertible unsecured notes (the "Winter 1995 Notes") that 
bore interest at 10% per annum. In connection with these transactions, the 
Company paid the lenders an aggregate of $53,925 in loan fees, including 
$30,000 to Vanguard and $13,500 to Gateway.

     In a transaction that was consummated on December 18, 1995 (the "Series 
F Financing") pursuant to a Securities Purchase Agreement dated as of 
December 6, 1995 (the "Series F Purchase Agreement"), the Company sold an 
aggregate of 4,508,480 shares of Series F-1 Preferred Stock and sold 848,000 
shares of Series F-2 Preferred Stock to TDI, for an aggregate purchase price 
of $50,217,000 (a purchase price of $9.375 per share). Among the purchasers 
of Series F-1 Preferred Stock were Vanguard (424,000 shares for an aggregate 
purchase price of $3,975,000, including the conversion of certain outstanding 
notes), the BEA Funds (123,560 shares for an aggregate purchase price of 
$1,158,375, 



                             Page 106 of 124 pages.

<PAGE>

including the conversion of certain outstanding notes), Gateway (94,200 
shares for an aggregate purchase price of $883,125, including the conversion 
of certain outstanding notes), CIH (1,066,640 shares for an aggregate 
purchase price of $9,999,750) and Electra (1,066,640 shares for an aggregate 
purchase price of $9,999,750). TDI purchased 848,000 shares of non-voting 
Series F-2 Preferred Stock for an aggregate purchase price of $7,950,000, all 
of which was paid for by conversion of the TDI Unsecured Note and conversion 
of $3,000,000 in principal amount of the TDI Secured Note. In connection with 
the Series F Financing, the Company paid Electra financing fees of $265,000 
and paid TDI fees for services performed as placement agent. 

     Pursuant to the Series F Purchase Agreement, the Company agreed to 
covenants customary in financing transactions of such type, including limits 
on incurring debt and granting liens and pledges and other negative covenants 
including limitations on payments, dividends, investments, mergers, asset 
sales, amendments of its Certificate or Bylaws that would adversely impact 
the rights of the Series F-1 Preferred Stock and Series F-2 Preferred Stock, 
changes to its business, changes in control and sales of equity securities. 
Upon the occurrence of certain events in the nature of defaults by the 
Company under the Series F Purchase Agreement, the holders of Series F-1 
Preferred Stock have the right to (i) cause the Company to increase the size 
of its Board of Directors and (ii) elect one additional director. In July 
1996, certain covenants contained in the Series F Purchase Agreement were 
waived to permit the transactions contemplated by the Offering. 

     In connection with the Series F Financing, the Company entered into the 
Fifth Amended and Restated Investor Rights Agreement dated as of December 18, 
1995 (the "IRA"), with certain investors, including holders of its Series B, 
C, D, E and F Preferred Stock, and the Registration Rights Agreement dated as 
of December 18, 1995 (the "Registration Rights Agreement") with holders of 
its Series F Preferred Stock. 

     The IRA provides a right of first offer to purchase shares of any class 
of the Company's capital stock sold by the Company (subject to certain 
exceptions) to any investor who holds at least 10% of the Registrable 
Securities (as defined in the IRA) it initially acquired and to any person 
who acquires at least 10% in the aggregate of any of the Series B, C, D, E, 
or F Preferred Stock outstanding as of December 18, 1995. Each such investor 
may purchase up to its pro-rata share of the shares being offered determined 
on an as-converted basis. The right of first offer does not apply to, and 
expires upon, a public offering of Common Stock in which the offering price 
is at least $18.75 per share and $25,000,000 in the aggregate. 

     The IRA provides that, with certain exceptions, transfers of their stock 
by investors who hold at least 100,000 shares of Common Stock or securities 
convertible into at least 100,000 shares of Common Stock ("Large Investors") 
are subject to rights of first offer and co-sale rights in favor of the other 
Large Investors (except holders of Series A Preferred Stock). In particular, 
(i) each Large Investor (subject to certain exceptions) has a right of first 
offer with respect to transfers of Company's capital stock by other Large 
Investors to purchase up to its pro rata share of the shares being 
transferred, determined on an as-converted basis, and (ii) each Large 
Investor who elects not to exercise such right of first offer may sell a pro 
rata number of the shares being transferred, determined on an as-converted 
basis. The rights of first offer do not apply to shares sold in a public 
offering of the Company's capital stock, and the co-sale rights do not apply 
to sales of shares sold in a public offering of the Company's capital stock, 
sales by the Company and certain other transfers and are subject to certain 
preferential rights of the holders of Series F Preferred Stock. In addition, 
Mitsui & Co. Ltd., Mitsubishi Corporation and their affiliates may elect to 
opt out of the first offer obligations in certain circumstances. In addition, 
Messrs. Lockton, McClung, Endy, Sinclair, Ciganer and Dolonius and other 
Company management are prohibited from transferring more than 20,000 shares 
of the Company stock, subject to certain exceptions. 

     The IRA also contains board observer rights, board representation 
rights, agreements concerning voting of shares and registration rights. See 
"Item 10. Directors and Officers of the Registrant-Arrangements Concerning 
Election of Directors." 

     The IRA requires that a special committee of the Board of Directors, 
consisting of a Vanguard designee, a Series F designee (who shall be the 
Electra designee, if there is an Electra designee on the Board of Directors), 
a member designated by the other outside investors and a Company management 
designee, shall from time to time consult with an unaffiliated investment 
bank as to the commercial reasonableness of an initial public offering of the 
Common Stock (an "IPO"). Based on such consultation, the committee shall make 
a recommendation to the Board of Directors about proceeding with an IPO. 
Subject to approval of the Board of Directors and to the registration rights 
of holders of 


                             Page 107 of 124 pages.

<PAGE>

Series F Preferred Stock under the Registration Rights Agreement, the Company 
shall proceed with an IPO unless three or more directors oppose such a 
transaction, in which case the Company shall submit the decision to proceed 
with an IPO to binding arbitration. If no IPO occurs by December 31, 1996, 
the committee shall explore with unaffiliated investment bankers other 
liquidity alternatives, including the sale of the Company.

THE DEBT OFFERING

     On August 15, 1996, the Company sold 196,720 units (the "Units"), each 
consisting of a $1,000 principal amount Old Note and one Warrant to purchase 
11.638 shares of Common Stock to BT Securities Corporation, Toronto Dominion 
Securities (USA) Inc. and Salomon Brothers Inc (the "Initial Purchasers") at 
35.43% of the principal amount thereof. The Units were resold by the Initial 
Purchasers in a private placement. Each Warrant provides that if the Company 
does not complete an initial public offering of Common Stock that results in 
net cash proceeds to the Company of at least $50 million or a qualified 
reorganization (which is defined as being any reorganization that (a) occurs 
simultaneously with or following a change of control and (b) results in there 
being deliverable upon exercise of any Warrant, cash and/or securities 
registered under Section 12 of the Exchange Act that are freely tradable and 
listed on a national securities exchange or traded on a national quotation 
service) on or prior to May 15, 1997, each unexercised Warrant will entitle 
the holder thereof to purchase an additional 2.645 shares of Common Stock. 
The Old Notes and the Warrants became separably transferable on November 15, 
1996.

     Under the terms of the Debt Offering, the Company filed a registration 
statement (the "Exchange Registration Statement") with the SEC registering 
the Exchange Notes to be offered in exchange for the Old Notes (the "Exchange 
Offer"). The Exchange Registration Statement was declared effective by the 
SEC on November 21, 1996, and the Exchange Offer was completed on December 
27, 1996. 

     The Notes were issued pursuant to the Indenture. The Notes are secured 
pursuant to a Pledge Agreement by a first priority pledge of all of the 
capital stock of IWC and the intercompany note due to the Company by IWC. 
Under the terms of the Indenture, the Company is subject to certain covenants 
including, but not limited to, (i) restrictions on certain payments by the 
Company and certain subsidiaries and affiliates of the Company including 
restrictions on the payment of dividends, and the redemption and/or 
repurchase of equity interests, (ii) restrictions on the issuance of 
additional indebtedness or the issuance of preferred stock, (iii) limitations 
on heirs (iv) limitations on lines of business (v) restrictions on 
transactions with affiliates (vi) limitations on the structure of the Company 
and its subsidiaries, and (vii) reporting requirements. 

THE VANGUARD EXCHANGE

     In connection with the issuance of the April 24, 1995 Bridge Notes, the 
Company and Vanguard agreed that a wholly owned subsidiary of Vanguard would 
contribute its interests in ten wireless projects to the Company in exchange 
(as amended, the "Vanguard Exchange") for shares of Preferred Stock resulting 
in Vanguard owning not less than a 50% equity interest in the Company on a 
fully diluted basis. On July 28, 1995, the Company, Vanguard and Vanguard 
International Telecommunications, Inc., a wholly owned subsidiary of Vanguard 
("Vanguard Sub"), entered into an Agreement and Plan of Reorganization (as 
amended, the "Vanguard Reorganization") which specified the terms and 
conditions of the Vanguard Exchange. The Vanguard Reorganization provided 
that Vanguard Sub would be merged into the Company, with the Company as the 
surviving corporation, and in exchange therefor Vanguard would receive 
3,972,240 shares of Series E Preferred Stock, subject to adjustment in 
certain circumstances. The Vanguard Exchange occurred on December 18, 1995 
concurrently with the closing of the Series F Financing. 

     Pursuant to the Vanguard Exchange, the Company acquired Vanguard Sub's 
interests or rights to acquire interests in ten wireless projects in 
Indonesia, New Zealand, Brazil, India and Pakistan. Vanguard's cost of 
acquiring such projects was in excess of approximately $550,000. The terms of 
the Vanguard Exchange were arrived at through arms-length negotiations and 
were approved by a majority of disinterested directors of the Company and by 
the Company's stockholders. See "Item 1. Business-Operating Companies" and 
"Item 1. Business-Developmental Stage Projects." In connection with the 
Vanguard Exchange, the warrants issued to Vanguard in connection with the 
Series C Financing were amended to, among other things, extend the maturity 
of certain of these warrants. 

TRANSACTIONS WITH FOUNDERS


                             Page 108 of 124 pages.

<PAGE>

     In January 1992, the Company issued 1,200,000 shares of Series A 
Preferred Stock to Corporate Technology International ("CTI"), an entity 
beneficially owned by Messrs. Lockton and McClung and another individual, for 
an aggregate purchase price of $300,000. CTI subsequently distributed 510,000 
shares to each of Messrs. Lockton and McClung. 

     In January 1994, the Company entered into an agreement (the "CTP 
Agreement") with Messrs. Lockton, McClung and a third party to exchange 
251,920 shares of Common Stock (the "CTP Exchange") for 70% of the then 
outstanding equity of CTP, a partnership owned by Messrs. McClung, Lockton 
and others that was formed to pursue wireless communications opportunities. 
The CTP Exchange was consummated on December 18, 1995. Pursuant to the CTP 
Exchange, the Company issued 103,280 shares of Common Stock to each of 
Messrs. Lockton and McClung and deposited an additional 45,360 shares of 
Common Stock into escrow for the benefit of certain parties, including 
Messrs. Lockton and McClung. The terms of the CTP Exchange were arrived at 
through arms' length negotiations and were approved by a majority of 
disinterested directors of the Company. 

     In August 1996, Mr. McClung converted 266,800 shares of Series A 
Preferred Stock into a like number of shares of Common Stock. 

INDEBTEDNESS OF MANAGEMENT

     On October 19, 1994, pursuant to a Stock Purchase Agreement and a 
Compensation Agreement, the Company sold Mr. Snowdon, who is a director of 
the Company and Vice President of Vanguard Communications, Inc., a subsidiary 
of Vanguard, 76,080 shares of Common Stock at a purchase price of $2.00 per 
share and 3,920 shares of Series D Preferred Stock at a purchase price of 
$6.55 per share, for an aggregate purchase price of $177,836. The Company 
loaned Mr. Snowdon the purchase price, which loan is evidenced by a note from 
Mr. Snowdon to the Company dated October 19, 1994. The note bears interest at 
7.69% per annum. Principal and accrued interest are due on October 19, 2004. 
The note is secured by a pledge of the stock purchased by Mr. Snowdon and is 
non-recourse to him. 

1996 TD LOAN AGREEMENT

     In July 1996, the Company entered into a Loan Agreement (the "1996 TD 
Loan Agreement") with Toronto Dominion (Texas), Inc., an affiliate of Toronto 
Dominion, providing for a $10.0 million revolving credit facility. Subject to 
the terms and conditions of the 1996 TD Loan Agreement, the Company was able 
to borrow funds in an initial amount of at least $2.0 million and additional 
amounts in integral multiples of at least $1.0 million. All borrowings were 
evidenced by a promissory note bearing interest at a specified base rate plus 
a margin increasing from 2.25% to 3.75% over the term of the facility or a 
specified LIBOR rate plus a margin increasing from 3.5% to 5.0% over the term 
of the facility and were due in July 1997, subject to mandatory repayment, 
without premium, from the net proceeds from any public or private sale of 
debt or equity securities (including the net proceeds of the Debt Offering), 
the net proceeds from certain asset sales by the Company or its subsidiaries, 
or certain other events. The obligations of the Company under the 1996 TD 
Loan Agreement and the note issued pursuant thereto were secured by a pledge 
by the Company of all capital stock of certain of the Company's subsidiaries 
and affiliates. Under the 1996 TD Loan Agreement, Toronto Dominion (Texas), 
Inc. received a facility fee of $300,000 and was reimbursed for certain costs 
and expenses. In addition, Toronto Dominion (Texas), Inc. was entitled to a 
commitment fee of 0.5% of the average unused available portion of such, 
payable quarterly in arrears. Mr. Rich, a director of the Company, serves as 
an executive officer of Toronto Dominion Capital, an affiliate of Toronto 
Dominion (Texas), Inc. On August 15, 1996, the Company used $7.4 million of 
the net proceeds from the Debt Offering to repay in full all outstanding 
borrowings under the 1996 TD Loan Agreement. 

OTHER TRANSACTIONS

     In 1995 the Company paid Coriander Willow, an entity owned by Vicky 
Bratten, who is Mr. McClung's wife, $90,330 for accounting services performed 
by Coriander Willow for the Company. Management believes that this 
transaction was upon terms substantially equivalent to or more favorable to 
the Company than those that could have been obtained from unaffiliated third 
parties. 

     TD Securities (USA) Inc., previously Toronto Dominion Securities (USA) 
Inc., an affiliate of TDI, in connection with the Debt Offering, received 
fees and purchased Units in the Debt Offering at a discount (as an Initial 
Purchaser) of $1.2 million from the price offered to other investors. 


                             Page 109 of 124 pages.

<PAGE>

     For a description of compensation of executive officers and directors of
the Company and the eligibility of executive officers and directors to
participate in the Stock Plan, see "Item 11. Executive Compensation-1996 Stock
Option/Stock Issuance Plan" and "Item 11. Executive Compensation-Director
Compensation." 


                             Page 110 of 124 pages.

<PAGE>

                                    PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

   EXHIBIT 
      NO.                               EXHIBIT
   -------                              -------
     1.1*    Purchase Agreement dated August 9, 1996, among Registrant, BT
             Securities Corporation, Toronto Dominion Securities (USA) Inc.
             and Salomon Brothers Inc

     2.1*    Agreement and Plan of Merger dated as of August 8, 1996 by
             and among Registrant, International Wireless Communications
             Acquisition Corporation and International Wireless 
             Communications, Inc.

     2.2*    Subscription Agreement among Star Digitel Limited ("SDL"),
             Star Telecom Holding Limited ("STHL"), Star Telecom 
             International Holding Limited and International Wireless
             Communications, Inc., dated September 23, 1996

     2.3*    Letter Agreement between International Wireless
             Communications, Inc. and STHL regarding loan agreement, dated
             November 7, 1996

     2.4*    Letter Agreements between International Wireless
             Communications, Inc. and STHL regarding indemnification, dated
             November 5, 1996 and November 7, 1996

     3.1*    Amended and Restated Certificate of Incorporation of
             Registrant, as currently in effect

     3.2*    Bylaws of Registrant

     4.1*    Indenture dated as of August 15, 1996 between Registrant, as
             issuer, and Marine Midland Bank, as Trustee

     4.2*    Pledge  Agreement dated as of August 15, 1996 by Registrant
             and International Wireless Communications, Inc. in favor of
             Bankers Trust Company, as Collateral Agent

     4.3*    Unit Agreement dated as of August 15, 1996 among Registrant
             and Bankers Trust Company, as Unit Agent and Warrant Agent and
             Marine Midland Bank, as Trustee

     4.4*    Registration Rights Agreement dated as of August 15, 1996
             among Registrant, BT Securities Corporation, Toronto Dominion
             Securities (USA) Inc. and Salomon Brothers Inc

    10.1*    Warrant Agreement dated August 15, 1996 between Registrant
             and Bankers Trust Company, as Warrant Agent

    10.2*    Securities Purchase Agreement dated as of December 6, 1995
             among Registrant and the Investors named therein

    10.3*    Fifth Amended and Restated Investor Rights Agreement dated as
             of December 18, 1995 among Registrant and the Investors named
             therein

    10.4*    Registration Rights Agreement dated as of December 18, 1995
             among Registrant and the Investors named therein

    10.5*    Stock Purchase Agreement dated as of December 18, 1995 among
             Registrant, John D. Lockton and Hugh B.L. McClung

    10.6*    Assignment and Assumption Agreement dated as of August 7,
             1996 between Registrant and International Wireless
             Communications, Inc.

    10.7*    Consent, Waiver, Amendment, Assignment and Assumption
             Agreement effective as of August 7, 1996 among Registrant and
             the other parties named therein

    10.8*    Consent, Waiver, Amendment, Assignment and Assumption
             Agreement effective as of August 7, 1996 among International
             Wireless Communications, Inc. and the parties named therein

    10.9*    1996 Stock Option/Stock Issuance Plan

   10.10*    Form of Indemnification Agreement

   10.11*    Real Property Lease between International Wireless
             Communications, Inc. and PM Realty Group, dated May 5, 1994

  10.11A*    First Amendment to Lease between The Prudential Insurance
             Company of America ("Prudential") and International Wireless
             Communications, Inc., dated September 1, 1996

   10.11B    Second Amendment to Lease between Prudential and
             International Wireless Communications, Inc., dated
             November 15, 1996.



                             Page 111 of 124 pages.

<PAGE>


10.12A++*    Shareholders Agreement by and among Shubila Holding Sdn Bhd,
             International Wireless Communications, Inc. and Laranda Sdn
             Bhd, dated March 26, 1996

  10.12B*    License granted to Syarikat Telefon Wireless (Malaysia) Sdn
             Bhd ("STW"), dated November 16, 1994

10.12C++*    Access and Interconnect Agreement between Telekom Malaysia
             Berhad and STW, dated August 16, 1949

10.12D++*    Loan Agreement among STW, Permata Merchant Bank Berhad
             ("Permata") and certain financial institutions listed therein,
             dated August 18, 1995; Option Agreement between Permata and
             International Wireless Communications, Inc., dated October 2,
             1995; Collateral Agreement among International Wireless
             Communications, Inc., Shubila Holding Sdn. Bhd., Laranda Sdn.
             Bhd, STW and Permata, dated October 2, 1995; Agreement to
             Allocate Responsibility among International Wireless
             Communications, Inc., Shubila Holding Sdn. Bhd. and Laranda
             Sdn. Bhd, dated November 1995

10.13A++*    Cooperation Agreement on Network Interconnection of Mobisel
             STBS with Telkom PSTN between PT. (Persero) Telekomunikasi
             Indonesia ("Telekom  Indonesia") and PT Mobile Selular
             Indonesia, dated August 21, 1996

  10.13B*    Sale and Termination Agreement among PT Rajasa Hazanah
             Perkasa ("RHP"), PT Deltona Satya Dinamika ("DSD"), PT Bina
             Reksa Perdana ("BRP"), International Wireless Communications,
             Inc. and Bell Atlantic Indonesia, Inc. ("BA"), dated
             October 11, 1995; Promissory Note executed by RHP, DSD, BRP
             and International Wireless Communications, Inc. in favor of
             BA, dated October 11, 1995

  10.13C*    Shareholders' Agreement among BRP, International Wireless
             Communications, Inc., DSD and RHP, dated November 9, 1995

  10.13D*    Cooperative Agreement among Telkom Indonesia, Yayasan Dana
             Pensiun Pegawai PT Telkom and RHP, dated November 30, 1995

  10.13E*    License granted to RHP, dated April 28, 1995

  10.13F*    Facility Agreement between PT Mobile Selular Indonesia
             ("Mobisel") and Nissho Iwai International (Singapore) Pte.,
             Ltd. ("Nissho Iwai"), dated March 12, 1996; Share Pledge
             Agreement between RHP and Nissho Iwai, dated March 12, 1996

   10.14*    Stockholder Agreement between Teleparbs Participacoes Ltda.
             (RBS) and International Wireless Communications, Inc., dated
             August 31, 1995

   10.15*    Shareholders' Agreement among Mainstream Limited, International
             Wireless Communications, Inc. and STHL, dated August 30, 1996

  10.16A*    Shareholders' Agreement among SDL, STHL and International
             Wireless Communications, Inc., dated November 7, 1996

     21.1    Subsidiaries of the Registrant 

     24.1    Power of Attorney 

     27.1    Financial Data Schedule
--------------

*    Incorporated by reference to a correspondingly numbered exhibit to the
     Registrant's Registration Statement on Form S-1 declared effective by the
     Commission on November 21, 1996 (Reg. No. 333-11987). 

++   Confidential treatment was granted as to certain portions of this exhibit
     by the Commission on November 11, 1996 in connection with the Registrant's
     Registration Statement on Form S-1 declared effective by the Commission on
     November 21, 1996 (Reg. No. 333-11987).

FINANCIAL STATEMENT SCHEDULE.

     No Financial Statement Schedule has been included because it is not 
required.



                             Page 112 of 124 pages.

<PAGE>

(b)  REPORTS ON FORM 8-K. 

     On November 7, 1996, the Registrant filed a Report on Form 8-K to report 
the acquisition by the Registrant of a 40% equity interest in Star Digitel 
Limited, a Hong Kong company that is engaged in the development of various 
regional cellular projects in China.  No financial statements for Star 
Digitel Limited or for the Registrant were required to be filed with such 
Report on Form 8-K.


                             Page 113 of 124 pages.

<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on April 15, 1997.

           INTERNATIONAL WIRELESS COMMUNICATIONS HOLDINGS, INC.


                              By /s/ JOHN D. LOCKTON   
                                 ---------------------------------
                                   John D. Lockton
                                   Chief Executive Officer

                                POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature 
appears below constitutes and appoints John D. Lockton, as his true and 
lawful attorneys-in-fact and agent, with full power of substitution and 
resubstitution, for him and in his name, place and stead, in any and all 
capacities, to sign any and all amendments (including post-effective 
amendments) to this Report on Form 10-K, and to file the same, with all 
exhibits thereto, and other documents in connection therewith, with the 
Securities and Exchange Commission, granting unto said attorney-in-fact and 
agent full power and authority to do and perform each and every act and thing 
requisite and necessary to be done in connection therewith, as fully to all 
intents and purposes as he might or could do in person, hereby ratifying and 
confirming all that said attorney-in-fact and agent or his substitute or 
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Exchange Act of 1934, 
this report has been signed below by the following persons on behalf of the 
Registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
       SIGNATURE                            TITLE                                DATE
       ---------                            -----                                ----
<S>                            <C>                                           <C>
  
  /s/ JOHN D. LOCKTON          President, Chief Executive Officer            April 15, 1997
----------------------------             and Director
      JOHN D. LOCKTON       


/s/ DOUGLAS S. SINCLAIR             Chief Financial Officer                  April 15, 1997
----------------------------     (Principal Financial Officer)
    DOUGLAS S. SINCLAIR          


  /s/ KEITH D. TAYLOR                      Controller                        April 15, 1997
----------------------------     (Principal Accounting Officer)
      KEITH D. TAYLOR            


 /s/ HAYNES G. GRIFFIN                Chairman of the Board                  April 15, 1997
----------------------------   
     HAYNES G. GRIFFIN


/s/ SANFORD L. ANTIGNAS                      Director                        April 15, 1997
----------------------------   
    SANFORD L. ANTIGNAS


/s/ CARL C. CORDOVA III                      Director                        April 15, 1997
----------------------------   
    CARL C. CORDOVA III

                             Page 114 of 124 pages.

<PAGE>

       SIGNATURE                            TITLE                                DATE
       ---------                            -----                                ----


  /s/ STEPHEN R. LEEOLOU                     Director                        April 15, 1997
----------------------------   
      STEPHEN R. LEEOLOU


    /s/ JOHN S. MCCARTHY                     Director                        April 15, 1997
----------------------------   
        JOHN S. MCCARTHY


   /s/ HUGH B. L. MCCLUNG                    Director                        April 15, 1997
----------------------------   
       HUGH B. L. MCCLUNG


   /s/ CARL F. PASCARELLA                    Director                        April 15, 1997
----------------------------   
       CARL F. PASCARELLA


      /s/ BRIAN RICH                         Director                        April 15, 1997
----------------------------   
          BRIAN RICH


      /s/ VAN SNOWDON                        Director                        April 15, 1997
----------------------------   
          VAN SNOWDON

</TABLE>

                             Page 115 of 124 pages.



<PAGE>

SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO
SECTION 15(D) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES
PURSUANT TO SECTION 12 OF THE ACT.

     No annual report or proxy material has been sent to security holders.



                             Page 116 of 124 pages.
<PAGE>

                                 EXHIBIT INDEX
<TABLE>
<CAPTION>

  EXHIBIT    
    NO.      DESCRIPTION                                                        PAGE
  -------    -----------                                                        ----
<S>          <C>                                                                <C>
     1.1*    Purchase Agreement dated August 9, 1996, among Registrant, BT       --
             Securities Corporation, Toronto Dominion Securities (USA) Inc.
             and Salomon Brothers Inc

     2.1*    Agreement and Plan of Merger dated as of August 8, 1996 by          --
             and among Registrant, International Wireless Communications
             Acquisition Corporation and International Wireless 
             Communications, Inc.

     2.2*    Subscription Agreement among Star Digitel Limited ("SDL"),          --
             Star Telecom Holding Limited ("STHL"), Star Telecom 
             International Holding Limited and International Wireless
             Communications, Inc., dated September 23, 1996

     2.3*    Letter Agreement between International Wireless                     --
             Communications, Inc. and STHL regarding loan agreement, dated
             November 7, 1996

     2.4*    Letter Agreements between International Wireless                    --
             Communications, Inc. and STHL regarding indemnification, dated
             November 5, 1996 and November 7, 1996

     3.1*    Amended and Restated Certificate of Incorporation of                --
             Registrant, as currently in effect

     3.2*    Bylaws of Registrant

     4.1*    Indenture dated as of August 15, 1996 between Registrant, as        --
             issuer, and Marine Midland Bank, as Trustee

     4.2*    Pledge  Agreement dated as of August 15, 1996 by Registrant         --
             and International Wireless Communications, Inc. in favor of
             Bankers Trust Company, as Collateral Agent

     4.3*    Unit Agreement dated as of August 15, 1996 among Registrant         --
             and Bankers Trust Company, as Unit Agent and Warrant Agent and
             Marine Midland Bank, as Trustee

     4.4*    Registration Rights Agreement dated as of August 15, 1996           --
             among Registrant, BT Securities Corporation, Toronto Dominion
             Securities (USA) Inc. and Salomon Brothers Inc

    10.1*    Warrant Agreement dated August 15, 1996 between Registrant          --
             and Bankers Trust Company, as Warrant Agent

    10.2*    Securities Purchase Agreement dated as of December 6, 1995          --
             among Registrant and the Investors named therein

    10.3*    Fifth Amended and Restated Investor Rights Agreement dated as       --
             of December 18, 1995 among Registrant and the Investors named
             therein

    10.4*    Registration Rights Agreement dated as of December 18, 1995         --
             among Registrant and the Investors named therein

    10.5*    Stock Purchase Agreement dated as of December 18, 1995 among        --
             Registrant, John D. Lockton and Hugh B.L. McClung 

    10.6*    Assignment and Assumption Agreement dated as of August 7,           --
             1996 between Registrant and International Wireless
             Communications, Inc.

    10.7*    Consent, Waiver, Amendment, Assignment and Assumption               --
             Agreement effective as of August 7, 1996 among Registrant and
             the other parties named therein

    10.8*    Consent, Waiver, Amendment, Assignment and Assumption               --
             Agreement effective as of August 7, 1996 among International
             Wireless Communications, Inc. and the parties named therein

    10.9*    1996 Stock Option/Stock Issuance Plan                               --

   10.10*    Form of Indemnification Agreement                                   --
 
   10.11*    Real Property Lease between International Wireless                  --
             Communications, Inc. and PM Realty Group, dated May 5, 1994

  10.11A*    First Amendment to Lease between The Prudential Insurance           --
             Company of America ("Prudential") and International Wireless
             Communications, Inc., dated September 1, 1996

   10.11B    Second Amendment to Lease between Prudential and                   119
             International Wireless 


</TABLE>
                             Page 117 of 124 pages.

<PAGE>

             Communications, Inc., dated November 15, 1996.

<TABLE>
<CAPTION>

<S>          <C>                                                                <C>
10.12A++*    Shareholders Agreement by and among Shubila Holding Sdn Bhd,       --
             International Wireless Communications, Inc. and Laranda Sdn
             Bhd, dated March 26, 1996

  10.12B*    License granted to Syarikat Telefon Wireless (Malaysia) Sdn        --
             Bhd ("STW"), dated November 16, 1994

10.12C++*    Access and Interconnect Agreement between Telekom Malaysia         --
             Berhad and STW, dated August 16, 1949

10.12D++*    Loan Agreement among STW, Permata Merchant Bank Berhad             --
             ("Permata") and certain financial institutions listed therein,
             dated August 18, 1995; Option Agreement between Permata and
             International Wireless Communications, Inc., dated October 2,
             1995; Collateral Agreement among International Wireless
             Communications, Inc., Shubila Holding Sdn. Bhd., Laranda Sdn.
             Bhd, STW and Permata, dated October 2, 1995; Agreement to
             Allocate Responsibility among International Wireless
             Communications, Inc., Shubila Holding Sdn. Bhd. and Laranda
             Sdn. Bhd, dated November 1995

10.13A++*    Cooperation Agreement on Network Interconnection of Mobisel         --
             STBS with Telkom PSTN between PT. (Persero) Telekomunikasi
             Indonesia ("Telekom  Indonesia") and PT Mobile Selular
             Indonesia, dated August 21, 1996

  10.13B*    Sale and Termination Agreement among PT Rajasa Hazanah              --
             Perkasa ("RHP"), PT Deltona Satya Dinamika ("DSD"), PT Bina
             Reksa Perdana ("BRP"), International Wireless Communications,
             Inc. and Bell Atlantic Indonesia, Inc. ("BA"), dated
             October 11, 1995; Promissory Note executed by RHP, DSD, BRP
             and International Wireless Communications, Inc. in favor of
             BA, dated October 11, 1995

  10.13C*    Shareholders' Agreement among BRP, International Wireless           --
             Communications, Inc., DSD and RHP, dated November 9, 1995

  10.13D*    Cooperative Agreement among Telkom Indonesia, Yayasan Dana          --
             Pensiun Pegawai PT Telkom and RHP, dated November 30, 1995

  10.13E*    License granted to RHP, dated April 28, 1995                        --

  10.13F*    Facility Agreement between PT Mobile Selular Indonesia              --
             ("Mobisel") and Nissho Iwai International (Singapore) Pte., 
             Ltd. ("Nissho Iwai"), dated March 12, 1996; Share Pledge
             Agreement between RHP and Nissho Iwai, dated March 12, 1996

   10.14*    Stockholder Agreement between Teleparbs Participacoes Ltda.         --
             (RBS) and International Wireless Communications, Inc., dated
             August 31, 1995

   10.15*    Shareholders' Agreement among Mainstream Limited, International     --
             Wireless Communications, Inc. and STHL, dated August 30, 1996

  10.16A*    Shareholders' Agreement among SDL, STHL and International           --
             Wireless Communications, Inc., dated November 7, 1996 

     21.1    Subsidiaries of the Registrant                                      --

     24.1    Power of Attorney (See page 114 of Annual Report on Form 10-K)      --

     27.1    Financial Data Schedule                                            124
</TABLE>

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

*    Previously filed as an exhibit to the Registrant's Registration Statement
     on Form S-1 declared effective by the Commission on November 21, 1996 (Reg.
     No. 333-11987). 

++   Confidential treatment was granted as to certain portions of this exhibit
     by the Commission on November 11, 1996 in connection with the Registrant's
     Registration Statement on Form S-1 declared effective on November 21, 1996
     (Reg. No. 333-11987). 



                             Page 118 of 124 pages.