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                                                                    Exhibit 4.19

                      WARRANT REGISTRATION RIGHTS AGREEMENT

                                 by and between

                               IWO HOLDINGS, INC.

                                       and

               DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION

(an affiliate of Credit Suisse First Boston Corporation),

                             CHASE SECURITIES INC.,

                          BNP PARIBAS SECURITIES CORP.

                                       and

                                 UBS WARBURG LLC

                          Dated as of February 2, 2001

160,000 Warrants Initially Exercisable to Purchase

2,000,040 Shares of Class C Common Stock

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                      WARRANT REGISTRATION RIGHTS AGREEMENT

This Warrant Registration Rights Agreement (this "Agreement") is made and
entered into as of February 2, 2001, by and between IWO Holdings, Inc., a
Delaware corporation (the "Issuer"), and Donaldson, Lufkin & Jenrette Securities
Corporation (an affiliate of Credit Suisse First Boston Corporation) ("DLJ"),
Chase Securities Inc., BNP Paribas Securities Corp. and UBS Warburg LLC
(collectively, including DLJ, the "Initial Purchasers"), which have agreed to
purchase 160,000 warrants (the "Warrants") of the Issuer issued pursuant to the
Warrant Agreement (the "Warrant Agreement") between the Issuer and Firstar Bank,
N.A. as warrant agent (the "Warrant Agent").

The Warrants are being issued and sold in connection with the offering (the
"Offering") by the Issuer of 160,000 Units each consisting of (i) $1,000
principal amount at maturity of the Issuer's 14% Senior Notes due 2011 (the

"Notes") and (ii) one Warrant. Each Warrant entitles the holder thereof to
purchase 12.50025 shares of the Class C common stock, $0.01 par value ("Common
Stock"), of the Issuer, subject to adjustment as set forth in the Warrant
Agreement.

This Agreement is made pursuant to the Purchase Agreement, dated January 26,
2001 (the "Purchase Agreement"), by and among the Issuer, Independent Wireless
One Corporation and the Initial Purchasers. In order to induce the Initial
Purchasers to purchase the Warrants, the Issuer has agreed to provide the
registration rights set forth in this Agreement. The execution and delivery of
this Agreement is a condition to the obligations of the Initial Purchasers set
forth in Section 9 of the Purchase Agreement. Capitalized terms used herein and
not otherwise defined shall have the meaning assigned to them in the Warrant
Agreement.

The parties hereby agree as follows:

SECTION 1. DEFINITIONS

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

Act: The Securities Act of 1933, as amended.

Affiliate: As defined in Rule 144.

Black Out Notice: As defined in Section 4(b) hereof.

Black Out Period: As defined in Section 3(a) hereof.

Closing Date: The date hereof.

Commission: The Securities and Exchange Commission.

Effectiveness Period: As defined in Section 3(a) hereof.

Exchange Act: The Securities Exchange Act of 1934, as amended.

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Expiration Date: 5:00 p.m. New York City time on January 15, 2011.

Holders: As defined in Section 2 hereof.

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

Registration Statement: Any registration statement of the Issuer relating to the
registration for resale of Transfer Restricted Securities that is filed pursuant
to the provisions of this Agreement and including the Prospectus included
therein, all amendments and supplements thereto (including post- effective
amendments) and all exhibits and material incorporated by reference therein.

Rule 144: Rule 144 promulgated under the Act.

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

Warrant Shares: Shares of the Issuer's Class C common stock, issuable upon
exercise of Warrants and any "restricted securities" (as defined in Rule 144)
issuable upon the conversion or exchange of Class C common stock.

SECTION 2. HOLDERS

A Person is deemed to be a holder of Transfer Restricted Securities (each, a
"Holder") whenever such Person is the holder of record of Transfer Restricted
Securities.

SECTION 3. SHELF REGISTRATION

(a) Shelf Registration. The Issuer shall prepare and cause to be filed with the
Commission on or before 90 days from the Closing Date pursuant to Rule 415 under
the Securities Act a Registration Statement on the appropriate form relating to
resales of Transfer Restricted Securities by the Holders thereof and if
permitted by applicable law the exercise of Warrants that are Transfer
Restricted Securities. The Issuer shall use its reasonable best efforts to cause
the Registration Statement to be declared effective by the Commission on or
before 180 days after the Closing Date.

To the extent necessary to ensure that the Registration Statement is available
to the Holders entitled to the benefit of this Section 3(a), the Issuer shall
use its reasonable best efforts to keep any Registration Statement required by
this Section 3(a) continuously effective, supplemented, amended and current as
required by and subject to the provisions of Section 4(a) hereof and in
conformity with the requirements of this Agreement, the Act and the policies,
rules

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and regulations of the Commission as announced from time to time, until the
earlier of (A) the Expiration Date and (B) the first date as of which (i) all
Warrants have been exercised pursuant to the Registration Statement or (ii) all
Warrant Shares (other than Warrant Shares issued upon exercise of a Warrant in
accordance with a Registration Statement) have been disposed of by the Holders
thereof pursuant to such Registration Statement or distributed to the public
pursuant to Rule 144 under the Act; provided that such obligation shall expire
before such date if the Issuer delivers to the Warrant Agent a written opinion
of counsel to the Issuer (which opinion of counsel shall be reasonably
satisfactory to the Warrant Agent) that all Holders (other than Affiliates of
the Issuer) of Warrants and Warrant Shares may resell the Warrants and the
Warrant Shares without registration under the Act and without restriction as to
the manner, timing or volume of any such sale (such period, the "Effectiveness
Period"); and provided, further, that notwithstanding the foregoing, any
Affiliate of the Issuer may, with notice to the Issuer, require the Issuer to
keep the Registration Statement continuously effective for resales by such
Affiliate for so long as such Affiliate holds Warrants or Warrant Shares,
including as a result of any market-making activities or other trading
activities of such Affiliate. Notwithstanding the foregoing, the Issuer shall
not be required to amend or supplement the Registration Statement, any related
prospectus or any document incorporated therein by reference, for a period (a

"Black Out Period") not to exceed, for so long as this Agreement is in effect,
60 consecutive days and no more than two times in any calendar year, in the
event that (i) an event or circumstance occurs and is continuing as a result of
which the Registration Statement, any related prospectus or any document
incorporated therein by reference as then amended or supplemented or proposed to
be filed would, in the good faith judgment of the Issuer, contain an untrue
statement of a material fact or omit to state a material fact necessary in order
to make the statements therein, in the light of the circumstances under which
they were made, not misleading, and (ii)(A) the Issuer determines in its good
faith judgment that the disclosure of such event at such time could reasonably
be expected to have a material adverse effect on the business or operations of
the Issuer or (B) the disclosure otherwise relates to a material business
transaction or development which has not yet been publicly disclosed; provided
that such Black Out Period shall be extended for any period, not to exceed an
aggregate of 45 days in any calendar year, during which the Commission is
reviewing any proposed amendment or supplement to the Registration Statement,
any related prospectus or any document incorporated therein by reference which
has been filed by the Issuer; and provided, further, that no Black Out Period
may be in effect during the three months prior to the Expiration Date.

(b) Provision by Holders of Certain Information in Connection with the
Registration Statement. No Holder of Transfer Restricted Securities may include
any of its Transfer Restricted Securities in any Registration Statement pursuant
to this Agreement unless and until such Holder furnishes to the Issuer in
writing, within 20 days after receipt of a request therefor, the information
specified in Item 507 or 508 of Regulation S-K, as applicable, of the Act for
use in connection with any Registration Statement or Prospectus or preliminary
Prospectus included therein. No Holder of Transfer Restricted Securities shall
be entitled to Liquidated Damages pursuant to Section 8 unless and until such
Holder shall have provided all such information in the time period specified
above and the Issuer shall have a period of five Business Days after the end of
such 20 day period to include such information in any Shelf Registration
Statement or Prospectus or preliminary Prospectus included therein. Each selling
Holder agrees to promptly furnish additional information required to be
disclosed in order to make the information previously furnished to the Issuer by
such Holder not misleading.

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SECTION 4. REGISTRATION PROCEDURES

(a) In connection with the Registration Statement and any related Prospectus
required by this Agreement, the Issuer shall:

(i)   use its reasonable best efforts to effect such registration in accordance
with Section 3 and in accordance with the intended method or methods of
distribution thereof (as indicated in the information furnished to the Issuer
pursuant to Section 3(b) hereof), and pursuant thereto the Issuer will prepare
and file with the Commission a Registration Statement relating to the
registration on any appropriate form under the Act, which form shall be
available for the registration referenced in Section 3 and in accordance with
the intended method or methods of distribution thereof within the time periods
and otherwise in accordance with the provisions hereof;

(ii)  use its reasonable best efforts to keep such Registration Statement
continuously effective and provide all requisite financial statements for the
period specified in Section 3 of this Agreement. Upon the occurrence of any
event or circumstance that would cause any such Registration Statement or the
Prospectus contained therein (A) to contain an untrue statement of material fact
or omit to state any material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading or (B)
not to be effective and usable for resale of Transfer Restricted Securities
during the period required by this Agreement, the Issuer shall, subject to
Section 3(a), file promptly, subject to Section 4(a)(vi), an appropriate
amendment to such Registration Statement or a supplement to the Prospectus, as
applicable, curing such defect, and, in the case of an amendment, use its
reasonable best efforts to cause such amendment to be declared effective as soon
as practicable;

(iii) prepare and file with the Commission such amendments and post- effective
amendments to the applicable Registration Statement as may be necessary to keep
such Registration Statement effective for the applicable period set forth in
Section 3; cause the Prospectus to be supplemented by any required Prospectus
supplement, and as so supplemented to be filed pursuant to Rule 424 under the
Act, and to comply fully with Rules 424, 430A and 462, as applicable, under the
Act in a timely manner; and comply with the provisions of the Act with respect
to the disposition of all securities covered by such Registration Statement
during the applicable period in accordance with the intended method or methods
of distribution by the sellers thereof set forth in such Registration Statement
or supplement to the Prospectus;

(iv)  advise the Holders named in any Shelf Registration Statement and the
Initial Purchasers promptly and, if requested by any of such Persons, confirm
such advice in writing, (A) when the Prospectus or any Prospectus supplement or
post-effective amendment has been filed, and, with respect to any applicable
Registration Statement or any post-effective amendment thereto, when the same
has become effective, (B) of any request by the Commission for amendments to the
Registration Statement or amendments or supplements to the Prospectus or for
additional information relating thereto, (C) of the issuance by the Commission
of any stop order suspending the effectiveness of the Registration Statement
under the Act or of the suspension by any state securities

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commission of the qualification of the Transfer Restricted Securities for
offering or sale in any jurisdiction, or the initiation of any proceeding for
any of the preceding purposes, and (D) of the happening of any event or
circumstance that as a result of which the Registration Statement, any related
prospectus or any document incorporated therein by reference as then amended or
supplemented or proposed to be filed would, in the Issuer's good faith judgment,
contain an untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading. If at any time the
Commission shall issue any stop order suspending the effectiveness of the
Registration Statement, or any state securities commission or other regulatory
authority shall issue an order suspending the qualification or exemption from
qualification of the Transfer Restricted Securities under state securities or
Blue Sky laws, the Issuer shall use its reasonable best efforts to obtain the
withdrawal or lifting of such order at the earliest possible time;

(v)   subject to Section 4(a)(ii), if any event or circumstance contemplated by
Section 4(a)(iv)(D) hereof shall exist or have occurred, prepare a supplement or
post-effective amendment to the Registration Statement or related Prospectus or
any document incorporated therein by reference or file any other required
document so that, as thereafter delivered to the purchasers of Transfer
Restricted Securities, the Prospectus will not contain an untrue statement of a
material fact or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading;

(vi)  furnish to counsel to the Holders named in any Shelf Registration
Statement and the Initial Purchasers, before filing with the Commission, copies
of any Registration Statement or any Prospectus included therein or any
amendments or supplements to any such Registration Statement or Prospectus
(including all documents incorporated by reference after the initial filing of
such Registration Statement), which documents will be subject to the review and
comment of such counsel for a period of at least five Business Days, and the
Issuer will not file any such Registration Statement or Prospectus or any
amendment or supplement to any such Registration Statement or Prospectus
(including all such documents incorporated by reference) to which such counsel
shall reasonably object within five Business Days after the receipt thereof.
Such counsel shall be deemed to have reasonably objected to such filing if such
Registration Statement, amendment, Prospectus or supplement, as applicable, as
proposed to be filed, contains an untrue statement of a material fact or omits
to state any material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading or fails
to comply with the applicable requirements of the Act;

(vii) promptly prior to the filing of any document (other than any document
relative to the ordinary course of the Issuer's business) that is to be
incorporated by reference into a Registration Statement or Prospectus, provide
copies of such document to counsel to the Holders named in any Shelf
Registration Statement and the Initial Purchasers, make the Issuer's
representatives available for discussion of such document

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and other customary due diligence matters, and include such information in such
document prior to the filing thereof as the Initial Purchasers may reasonably
request;

(viii) make available, at reasonable times, for inspection by the Holders named
in any Shelf Registration Statement and the Initial Purchasers and any attorney
or accountant retained by such Persons, all financial and other records,
pertinent corporate documents of the Issuer and cause the Issuer's officers,
directors and employees to supply all information reasonably requested by the
Initial Purchasers, attorney or accountant in connection with such Registration
Statement or any post- effective amendment thereto subsequent to the filing
thereof and prior to its effectiveness;

(ix)  if requested by the Holders named in any Shelf Registration Statement and
the Initial Purchasers, promptly include in any Registration Statement or
Prospectus, pursuant to a supplement or post-effective amendment if necessary,
such information as such Persons may reasonably request to have included
therein, including, without limitation, information relating to the plan of
distribution (the "Plan of Distribution") of the Transfer Restricted Securities
and the use of the Registration Statement or Prospectus for market-making
activities; and make all required filings of such Prospectus supplement or
post-effective amendment as soon as practicable after the Issuer is notified of
the matters to be included in such Prospectus supplement or post-effective
amendment;

(x)   furnish to the Initial Purchasers and each Holder named in any Shelf
Registration Statement upon request, without charge, at least one copy of the
Registration Statement, as first filed with the Commission, and of each
amendment thereto, including all documents incorporated by reference therein and
all exhibits (excluding exhibits incorporated therein by reference);

(xi)  deliver to the Initial Purchasers and each Holder named in any Shelf
Registration Statement, without charge, as many copies of the Prospectus
(including each preliminary prospectus) and any amendment or supplement thereto
as the Initial Purchasers or such Holder reasonably may request; the Issuer
hereby consents to the use (in accordance with law and subject to Section 4(b)
hereof) of the Prospectus and any amendment or supplement thereto by each
selling Person in connection with the offering and the sale of the Transfer
Restricted Securities covered by the Prospectus or any amendment or supplement
thereto and all market-making activities of the Initial Purchasers, as the case
may be;

(xii) upon the request of DLJ or any successor entity thereto, enter into such
customary agreements (including customary underwriting agreements) and make such
customary representations and warranties and take all such other actions in
connection therewith in order to expedite or facilitate the disposition of the
Transfer Restricted Securities pursuant to any applicable Registration Statement
contemplated by this Agreement as may be reasonably requested by DLJ or such
successor entity in connection with any sale or resale pursuant to any
applicable Registration Statement. In such connection, the Issuer shall:

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(A) upon request of DLJ or its successor entity, furnish (or in the case of
paragraphs (2) and (3), use its reasonable best efforts to cause to be
furnished) to DLJ or its successor entity, upon the effectiveness of the
Registration Statement:

(1) a certificate, dated such date, signed on behalf of the Issuer by (x) the
President or any Vice President and (y) a principal financial or accounting
officer of the Issuer, in customary form and covering matters of the type
customarily covered in such documents provided to underwriters in connection
with underwritten offerings;

(2) an opinion, dated the date of effectiveness of the Registration Statement,
of counsel for the Issuer in customary form and covering matters of the type
customarily covered in such documents provided to underwriters in connection
with underwritten offerings; and

(3) a customary comfort letter, dated the date of effectiveness of the
Registration Statement, from the Issuer's independent accountants, in the
customary form and covering matters of the type customarily covered in comfort
letters to underwriters in connection with underwritten offerings; and

(B) deliver such other documents and certificates as may be reasonably requested
by the Initial Purchasers to evidence compliance with the matters referred to
above and with any customary conditions contained in any agreement entered into
by the Issuer pursuant to this clause;

(xiii) prior to any public offering of Transfer Restricted Securities, cooperate
with the selling Holders and their counsel in connection with the registration
and qualification of the Transfer Restricted Securities under the securities or
Blue Sky laws of such jurisdictions as the selling Holders may reasonably
request and do any and all other acts or things reasonably necessary or
advisable to enable the disposition in such jurisdictions of the Transfer
Restricted Securities covered by the applicable Registration Statement; provided
that the Issuer shall not be required to register or qualify as a foreign
corporation where it is not now so qualified or to take any action that would
subject it to the service of process in suits or to taxation, other than as to
matters and transactions relating to the Registration Statement, in any
jurisdiction where it is not now so subject;

(xiv)  in connection with any sale of Transfer Restricted Securities that will
result in such securities no longer being Transfer Restricted Securities,
cooperate with the Holders to facilitate the timely preparation and delivery of
certificates representing Transfer Restricted Securities to be sold and not
bearing any restrictive legends; and to register such Transfer Restricted
Securities in such denominations and such names as the selling Holders may
reasonably request at least two Business Days prior to such sale of Transfer
Restricted Securities;

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(xv)    use its reasonable best efforts to cause the disposition of the Transfer
Restricted Securities covered by the Registration Statement to be registered
with or approved by such other governmental agencies or authorities as may be
necessary to enable the seller or sellers thereof to consummate the disposition
of such Transfer Restricted Securities, subject to the proviso contained in
clause (xiii) above;

(xvi)   provide a CUSIP number for all Transfer Restricted Securities not later
than the effective date of a Registration Statement covering such Transfer
Restricted Securities and provide the Warrant Agent or the Transfer Agent and
Registrar for the Warrant Shares, as applicable, with printed certificates for
the Transfer Restricted Securities which are in a form eligible for deposit with
The Depository Trust Company;

(xvii)  otherwise use its reasonable best efforts to comply with all applicable
rules and regulations of the Commission, and make generally available to its
security holders with regard to any applicable Registration Statement, as soon
as practicable, a consolidated earnings statement meeting the requirements of
Rule 158 (which need not be audited) covering a twelve-month period beginning
after the effective date of the Registration Statement (as such term is defined
in Rule 158(c) under the Act); and

(xviii) provide promptly to the Initial Purchasers, upon request, each document
filed with the Commission pursuant to the requirements of Section 13 or Section
15(d) of the Exchange Act.

(b) Restrictions on Holders. Each Holder agrees by acquisition of a Transfer
Restricted Security and the Initial Purchasers agree that, upon receipt of the
notice from the Issuer of the commencement of a Black Out Period (in each case,
a "Black Out Notice"), such Person will forthwith discontinue disposition of
Transfer Restricted Securities pursuant to the applicable Registration Statement
until such Person is advised in writing by the Issuer of the termination of the
Black Out Period. Each Person receiving a Black Out Notice hereby agrees that it
will either (i) destroy any Prospectuses, other than permanent file copies, then
in such Person's possession which have been replaced by the Issuer with more
recently dated Prospectuses or (ii) deliver to the Issuer (at the Issuer's
expense) all copies, other than permanent file copies, then in such Person's
possession of the Prospectus covering such Transfer Restricted Securities that
was current at the time of receipt of the Black Out Notice.

SECTION 5. REGISTRATION EXPENSES

All expenses incident to the Issuer's performance of or compliance with this
Agreement will be borne by the Issuer, regardless of whether a Registration
Statement becomes effective, including, without limitation: (i) all registration
and filing fees and expenses; (ii) all fees and expenses of compliance with
federal securities and state Blue Sky or securities laws; (iii) all expenses of
printing, including printing Prospectuses (whether for sales, market-making or
otherwise), messenger and delivery services and telephone; (iv) all fees and
disbursements of counsel for the Issuer; (v) if the Common Stock shall then be
listed on any national securities exchange or automated quotation system, all
application and filing fees in connection with listing the Warrant Shares
thereon, and (vi) all fees and disbursements of independent certified public

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accountants of the Issuer (including the expenses of any special audit and
comfort letters required by or incident to such performance).

The Issuer will, in any event, bear its internal expenses (including, without
limitation, all salaries and expenses of its officers and employees performing
legal or accounting duties), the expenses of any annual audit and the fees and
expenses of any Person, including special experts, retained by the Issuer.

SECTION 6. INDEMNIFICATION

(a) The Issuer agrees to indemnify and hold harmless each Holder, its directors,
officers and each Person, if any, who controls such Holder (within the meaning
of Section 15 of the Act or Section 20 of the Exchange Act), from and against
any and all losses, claims, damages, liabilities, judgments, (including, without
limitation, any reasonable legal or other expenses incurred in connection with
investigating or defending any matter, including any action that could give rise
to any such losses, claims, damages, liabilities or judgments) caused by any
untrue statement or alleged untrue statement of a material fact contained in any
Registration Statement, preliminary prospectus or Prospectus (or any amendment
or supplement thereto) provided by the Issuer to any Holder or any prospective
purchaser of Transfer Restricted Securities, or caused by any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, except insofar as
such losses, claims, damages, liabilities or judgments are caused by an untrue
statement or omission or alleged untrue statement or omission that is based upon
information relating to any of the Holders furnished in writing to the Issuer by
or on behalf of the Holders,

provided further, that the Issuer shall not be liable to any Holder or any of
such Holder's directors, officers and Persons controlling such Holder with
respect to any preliminary prospectus to the extent that any such losses,
claims, damages, liabilities or judgments of such Person results proximately and
primarily from the fact that such Person sold Transfer Restricted Securities to
a second Person to whom there was not sent or given, at or before the written
confirmation of such sale, a copy of the Prospectus (excluding documents
incorporated by reference) if the Issuer has previously furnished copies thereof
to such first Person in compliance with this Agreement and the losses, claims,
damages, liabilities or judgments of such first Person results proximately and
primarily from an untrue statement or omission of a material fact contained in
such preliminary prospectus which was corrected in the Prospectus (or the
Prospectus as then amended or supplemented).

(b) Each Holder of Transfer Restricted Securities agrees, severally and not
jointly, to indemnify and hold harmless the Issuer, its directors and officers,
and each person, if any, who controls (within the meaning of Section 15 of the
Act or Section 20 of the Exchange Act) the Issuer, to the same extent as the
foregoing indemnity from the Issuer set forth in Section 6(a) hereof, but only
with reference to information relating to such Holder furnished in writing to
the Issuer by or on behalf of such Holder expressly for use in any Registration
Statement. In no event shall any Holder, its directors, officers or any Person
who controls such Holder be liable or responsible for any amount in excess of
the amount by which the total amount received by such Holder with respect to its
sale of Transfer Restricted Securities pursuant to a Registration Statement
exceeds (i) the amount paid by such Holder for such Transfer Restricted
Securities and (ii) the amount of any damages that such Holder, its directors,
officers or any Person who

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controls such Holder has otherwise been required to pay by reason of such untrue
or alleged untrue statement or omission or alleged omission.

(c) In case any action shall be commenced involving any person in respect of
which indemnity may be sought pursuant to Section 6(a) or 6(b) (the

"indemnified party"), the indemnified party shall promptly notify the person
against whom such indemnity may be sought (the "indemnifying party") in writing,
and the indemnifying party shall assume the defense of such action, including
the employment of counsel reasonably satisfactory to the indemnified party and
the payment of all fees and expenses of such counsel, as incurred (except that,
in the case of any action in respect of which indemnity may be sought pursuant
to both Sections 6(a) and 6(b), a Holder shall not be required to assume the
defense of such action pursuant to this Section 6(c), but may employ separate
counsel and participate in the defense thereof, but the fees and expenses of
such counsel, except as provided below, shall be at the expense of the Holder).
Any indemnified party shall have the right to employ separate counsel in any
such action and participate in the defense thereof, but the fees and expenses of
such counsel shall be at the expense of the indemnified party, unless (i) the
employment of such counsel shall have been specifically authorized in writing by
the indemnifying party, (ii) the indemnifying party shall have failed to assume
the defense of such action or employ counsel reasonably satisfactory to the
indemnified party or (iii) the named parties to any such action (including any
impleaded parties) include both the indemnified party and the indemnifying
party, and the indemnified party shall have been advised by such counsel that
there may be one or more legal defenses available to it which are different from
or additional to those available to the indemnifying party (in which case the
indemnifying party shall not have the right to assume the defense of such action
on behalf of the indemnified party). In any such case, the indemnifying party
shall not, in connection with any one action or separate but substantially
similar or related actions in the same jurisdiction arising out of the same
general allegations or circumstances, be liable for the fees and expenses of
more than one separate firm of attorneys (in addition to any local counsel) for
all indemnified parties and all such fees and expenses shall be reimbursed as
they are incurred. Such firm shall be designated in writing by a majority of the
Holders, in the case of the parties indemnified pursuant to Section 6(a), and by
the Issuer, in the case of parties indemnified pursuant to Section 6(b). The
indemnifying party shall indemnify and hold harmless the indemnified party from
and against any and all losses, claims, damages, liabilities and judgments by
reason of any settlement of any action (i) effected with its written consent or
(ii) effected without its written consent if the settlement is entered into more
than twenty business days after the indemnifying party shall have received a
request from the indemnified party for reimbursement for the fees and expenses
of counsel (in any case where such fees and expenses are at the expense of the
indemnifying party) and, prior to the date of such settlement, the indemnifying
party shall have failed to comply with such reimbursement request. No
indemnifying party shall, without the prior written consent of the indemnified
party, effect any settlement or compromise of, or consent to the entry of
judgment with respect to, any pending or threatened action in respect of which
the indemnified party is or could have been a party and indemnity or
contribution may be or could have been sought hereunder by the indemnified
party, unless such settlement, compromise or judgment (i) includes an
unconditional release of the indemnified party from all liability on claims that
are or could have been the subject matter of such action and (ii) does not
include a statement as to or an admission of fault, culpability or a failure to
act, by or on behalf of the indemnified party.

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(d) To the extent that the indemnification provided for in this Section 6 is
unavailable to an indemnified party in respect of any losses, claims, damages,
liabilities or judgments referred to herein, then each indemnifying party, in
lieu of indemnifying such indemnified party, shall contribute to the amount paid
or payable by such indemnified party as a result of such losses, claims,
damages, liabilities or judgments (i) in such proportion as is appropriate to
reflect the relative benefits received by the Issuer, on the one hand, and the
Holders, on the other hand, from their sale of Transfer Restricted Securities or
(ii) if the allocation provided by clause 6(d)(i) is not permitted by applicable
law, in such proportion as is appropriate to reflect not only the relative
benefits referred to in clause 6(d)(i) hereof but also the relative fault of the
Issuer, on the one hand, and of the Holder, on the other hand, in connection
with the statements or omissions which resulted in such losses, claims, damages,
liabilities or judgments, as well as any other relevant equitable
considerations. The relative fault of the Issuer, on the one hand, and of the
Holder, on the other hand, shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Issuer, on the one hand, or by or on behalf of the Holder, on
the other hand, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The amount paid or payable by an indemnified party as a result of the losses,
claims, damages, liabilities or judgments referred to above shall be deemed to
include, subject to the limitations set forth in Section 6(a), any legal or
other fees or expenses reasonably incurred by such indemnified party in
connection with investigating or defending any matter, including any action that
could have given rise to such losses, claims, damages, liabilities or judgments.

The Issuer and each Holder agree that it would not be just and equitable if
contribution pursuant to this Section 6(d) were determined by pro rata
allocation (even if the Holders were treated as one entity for such purpose) or
by any other method of allocation which does not take account of the equitable
considerations referred to in the immediately preceding paragraph.
Notwithstanding the provisions of this Section 6, no Holder, its directors, its
officers or any Person, if any, who controls such Holder shall be required to
contribute, in the aggregate, any amount in excess of the amount by which the
total received by such Holder with respect to the sale of Transfer Restricted
Securities pursuant to a Registration Statement exceeds (i) the amount paid by
such Holder for such Transfer Restricted Securities and (ii) the amount of any
damages which such Holder has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Act) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation. The Holders' obligations to contribute
pursuant to this Section 6(d) are several in proportion to the respective
principal amount of Transfer Restricted Securities held by each Holder hereunder
and not joint.

(e) The Issuer agrees that the cross indemnity and contribution provisions of
this Section 6 shall apply to the Initial Purchasers to the same extent, on the
same conditions, as it applies to Holders.

SECTION 7. RULE 144

The Issuer agrees with each Holder, for so long as any Transfer Restricted
Securities remain outstanding and during any period in which the Issuer is
subject to Section 13 or 15(d) of

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<PAGE>

the Exchange Act, to make all filings required thereby in a timely manner in
order to permit resales of such Transfer Restricted Securities pursuant to Rule
144.

SECTION 8. LIQUIDATED DAMAGES

(a) Liquidated Damages. The Issuer and the Initial Purchasers agree that the
Holders will suffer damages if the Issuer fails to fulfill its obligations
pursuant to Section 3 and 4 of this Agreement and that it would not be possible
to ascertain the extent of such damages. Accordingly, in the event of such
failure by the Issuer to fulfill such obligations, the Issuer hereby agrees to
pay liquidated damages ("Liquidated Damages") to each Holder entitled to
Liquidated Damages under the circumstances and to the extent set forth below:

(i) if the Registration Statement has not been filed with the Commission within
90 days after the Closing Date;

(ii) if the Issuer has not used its reasonable best efforts to have the
Registration Statement declared effective by the Commission within 180 days
after the Closing Date; or

(iii) if the Registration Statement has been declared effective by the
Commission and such Registration Statement ceases to be effective during the
Effectiveness Period, (other than during a Black Out Period), without being
succeeded on the same day immediately by a post-effective amendment to such
Registration Statement that cures such failure and that is itself immediately
declared effective on the same day, (any of the foregoing, a "Registration
Default");

then the Issuer shall pay Liquidated Damages to each Holder of a Warrant that is
a Transfer Restricted Security in an amount equal to $0.03 per week per Warrant
that is a Transfer Restricted Security held by such Holder for each week or
portion thereof that the Registration Default continues for the first 90-day
period immediately following the occurrence of such Registration Default. This
amount will increase by an additional $0.02 per week per Warrant with respect to
each subsequent 90-day period, up to a maximum amount of Liquidated Damages
equal to $0.07 per week per Warrant. The provision for Liquidated Damages will
continue until such Registration Default has been cured. The Issuer will not be
required to pay Liquidated Damages for more than one Registration Default at any
given time. A Registration Default under clause (i) above shall be cured on the
date that the Registration Statement is filed with the Commission; a
Registration Default under clause (ii) above shall be cured on the date that the
Registration Statement is declared effective by the Commission; a Registration
Default under clause (iii) above shall be cured on the earlier of (A) the date
that the post-effective amendment curing the deficiency in the Registration
Statement is declared effective or (B) the Effectiveness Period expires.
Notwithstanding the foregoing, the Issuer shall not be deemed to have failed to
perform its obligations under clauses (i) through (iii) above by the reason of
the failure of any Holder to provide information regarding itself reasonably
requested by the Issuer or any regulatory agency having jurisdiction over any of
the Holders at least 10 business days prior to a Registration Default.

                                       12

<PAGE>

(b) Payment of Liquidated Damages. The Issuer shall notify the Warrant Agent
within one Business Day after each and every date on which a Registration
Default occurs (an "Event Date"). Liquidated Damages shall accrue from the date
of the Registration Default. Liquidated Damages accrued as of January 15 or July
15 of each year (each a "Payment Date") will be payable on such Payment Date.
The Issuer shall pay Liquidated Damages on the applicable Payment Date to the
Persons who are Holders of Warrants that are entitled to receive Liquidated
Damages at the close of business on January 1 or July 1 next preceding the
Payment Date. In the case of Warrants held through The Depositary Trust Company
("DTC"), Liquidated Damages shall be payable to DTC by wire transfer of
immediately available funds. In the case of Warrants held in certificated form,
Liquidated Damages shall be payable at the office of the Warrant Agent or, at
the option of the Issuer, payment of Liquidated Damages may be made by check
mailed to the Holders that are entitled to receive Liquidated Damages at their
addresses set forth in the register of Holders, provided that payment by wire
transfer of immediately available funds shall be required with respect to the
Liquidated Damages on all such Warrants the Holders of which shall have provided
written wire transfer instructions to the Issuer and the Warrant Agent. Such
payment shall be in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts.

SECTION 9. MISCELLANEOUS

(a) Remedies. The Issuer acknowledges and agrees that any failure by the Issuer
to comply with its obligations under Section 3 hereof may result in material
irreparable injury to the Initial Purchasers or the Holders for which there is
no adequate remedy at law, that it will not be possible to measure damages for
such injuries precisely and that, in the event of any such failure, the Initial
Purchasers or any Holder may obtain such relief as may be required to
specifically enforce the Issuer's obligations under Section 3 hereof. The Issuer
further agrees to waive the defense in any action for specific performance that
a remedy at law would be adequate.

(b) No Inconsistent Agreements. The Issuer will not, on or after the date of
this Agreement, enter into any agreement with respect to its securities that is
inconsistent with the rights granted to the Holders in this Agreement or
otherwise conflicts with the provisions hereof. Except as set forth in the
Offering Memorandum, the Issuer has not previously entered into any agreement
granting any registration rights with respect to its securities to any Person.
The rights granted to the Holders hereunder do not in any way conflict with and
are not inconsistent with the rights granted to the holders of the Issuer's
securities under any agreement in effect on the date hereof.

(c) Amendments and Waivers. The provisions of this Agreement may not be amended,
modified or supplemented, and waivers or consents to or departures from the
provisions hereof may not be given unless (i) in the case of this Section
9(c)(i), the Issuer has obtained the written consent of Holders of all
outstanding Transfer Restricted Securities, and (ii) in the case of all other
provisions hereof, the Issuer has obtained the written consent of Holders of a
majority of the outstanding Transfer Restricted Securities (excluding Transfer
Restricted Securities held by the Issuer or its Affiliates); provided that this
Agreement may be amended without the consent of any Holder in order to cure any
ambiguity or to correct or supplement any provision contained herein which may
be defective or inconsistent with any other provision herein, or to make any
other provisions in regard to matters or questions arising hereunder which

                                       13

<PAGE>

the Issuer may deem necessary or desirable and which shall not in any way
adversely affect any Holder.

(d) Third Party Beneficiary. The Holders shall be third party beneficiaries to
the agreements granting rights to Holders made hereunder between the Issuer, on
the one hand, and the Initial Purchasers, on the other hand, and shall have the
right to enforce such agreements directly to the extent they may deem such
enforcement necessary or advisable to protect its rights or the rights of
Holders hereunder.

(e) Notices. All notices and other communications provided for or permitted
hereunder shall be made in writing by hand-delivery, first-class mail
(registered or certified, return receipt requested), telex, telecopier, or air
courier guaranteeing overnight delivery:

(i) if to a Holder, at the address set forth on the records of the Warrant
Agent, with a copy to the Warrant Agent; and

(ii) if to the Issuer:

IWO Holdings, Inc.

                            319 Great Oaks Boulevard
                             Albany, New York 12203

Telecopier No.: (518) 862-6001 Attention: President

With copies to:

Gibson, Dunn & Crutcher LLP 200 Park Avenue
47th Floor
New York, New York 10166 Telecopier No.: (212) 351-4035 Attention: Joerg H.
Esdorn

All such notices and communications shall be deemed to have been duly given: at
the time delivered by hand, if personally delivered; five Business Days after
being deposited in the mail, postage prepaid, if mailed; when receipt
acknowledged, if telecopied; and on the next Business Day, if timely delivered
to an air courier guaranteeing overnight delivery.

Copies of all such notices, demands or other communications shall be
concurrently delivered by the Person giving the same to the Warrant Agent at the
address specified in Warrant Agreement.

(f) Successors and Assigns. This Agreement shall inure to the benefit of and be
binding upon the successors and assigns of each of the parties, including,
without limitation, and without the need for an express assignment, subsequent
Holders; provided that nothing herein shall be deemed to permit any assignment,
transfer or other disposition of Transfer Restricted Securities in violation of
the terms hereof or of the Purchase Agreement or the Warrant Agreement. If any
transferee of any Holder shall acquire Transfer Restricted Securities in any

                                       14

<PAGE>

manner, whether by operation of law or otherwise, such Transfer Restricted
Securities shall be held subject to all of the terms of this Agreement, and by
taking and holding such Transfer Restricted Securities such Person shall be
conclusively deemed to have agreed to be bound by and to perform all of the
terms and provisions of this Agreement, including the restrictions on resale set
forth in this Agreement and, if applicable, the Purchase Agreement or Warrant
Agreement, as the case may be, and such Person shall be entitled to receive the
benefits hereof.

(g) Counterparts. This Agreement may be executed in any number of counterparts
and by the parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.

(h) Headings. The headings in this Agreement are for convenience of reference
only and shall not limit or otherwise affect the meaning hereof.

(i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE
CONFLICT OF LAW RULES THEREOF.

(j) Severability. In the event that any one or more of the provisions contained
herein, or the application thereof in any circumstance, is held invalid, illegal
or unenforceable, the validity, legality and enforceability of any such
provision in every other respect and of the remaining provisions contained
herein shall not be affected or impaired thereby.

(k) Entire Agreement. This Agreement is intended by the parties as a final
expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein
with respect to the registration rights granted with respect to the Transfer
Restricted Securities. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.

[remainder of page intentionally left blank]

                                       15

<PAGE>

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

                               IWO HOLDINGS, INC.


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


DONALDSON, LUFKIN & JENRETTE SECURITIES
CORPORATION


                          By:  /s/ William L. Spiro
                               --------------------
                               Name:  William L. Spiro
                               Title: Senior Vice President


CHASE SECURITIES INC.


                          By:  /s/ Jessica Laxman
                               ------------------
                               Name:  Jessica Laxman
                               Title: Vice President

BNP PARIBAS SECURITIES CORP.


                          By:  /s/ Douglas Cook
                               ----------------
                               Name:  Douglas Cook
                               Title: Director


UBS WARBURG LLC


                          By:  /s/ Dominic Lester
                               ------------------
                               Name:  Dominic Lester
                               Title: Executive Director


                          By:  /s/ F. Davis Terry, Jr.
                               -----------------------
                               Name:  F. Davis Terry, Jr.
                               Title: Executive Director