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                                 PROMISSORY NOTE



$5,000,000.00                                                Englewood, Colorado
                                                                  April 10, 2000

     The undersigned, CALVIN D. SMILEY, promises to pay to the order of TELECOM
WIRELESS CORPORATION, a Utah corporation, 5299 DTC Blvd., Suite 1120, Englewood,
Colorado 80111, the sum of Five Million Dollars ($5,000,000.00), with interest
at the rate of eight percent (8%) per annum, payable in full one year after the
date hereof or earlier to the extent of proceeds received by the maker from one
or more loans secured in whole or in part by the collateral described herein.

     This note shall be in default and shall be immediately due and payable in
full without notice or demand if the maker hereof (i) shall cease to be an
executive officer and director of Telecom Wireless Corporation for any reason
whatsoever, or (ii) shall be in breach or in default in the performance of any
term, provision or condition of this note, that certain Subscription Agreement
of even date herewith between the maker and Telecom Wireless Corporation, or
that certain Security Agreement - Pledge, also of even date herewith.

     This note is secured by 2,000,000 shares of the common stock, par value
$.001 per share, of Telecom Wireless Corporation, or any successor thereof into
which such shares should be converted, issued in the name of Calvin D. Smiley.
The holder agrees to subordinate its security interest in the collateral on
commercially reasonable terms to one or more lenders which provide loans secured
in whole or in part by the collateral and which remit all of the loan proceeds
directly to the holder in payment or partial payment of this note.

     IT IS AGREED that if this note is not paid when due or declared due
hereunder, the entire principal and accrued interest thereon shall draw interest
at the rate of twelve percent (12%) per annum, and that failure to make any
payment of principal or interest when due or any default under any encumbrance
or agreement securing this note shall cause the whole note to become due at
once, or the interest to be counted as principal, at the option of the holder of
the note. The makers and endorsers hereof severally waive presentment for
payment, protest, notice of non-payment and of protest, and agree to any
extension of time of payment and partial payments before, at or after maturity,
and if this note or interest thereon is not paid when due, or suit is brought,
agree to pay all reasonable costs of collection, including a reasonable amount
for attorneys' fees.



Due      April 10, 2001                    /s/ Calvin D. Smiley
    ------------------------------         ----------------------------------
                                           Calvin D. Smiley

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                          SECURITY AGREEMENT -- PLEDGE


     This Security Agreement ("Agreement") is made as of the date set forth
below between Calvin D. Smiley ("Debtor"), whose mailing address is 821 W. 126th
Court, Westminster, CO 80234, and Telecom Wireless Corporation, a Utah
corporation ("Secured Party"), whose mailing address is 5299 DTC Boulevard,
Suite 1120, Englewood, CO 80111.

                                    AGREEMENT

     1. COLLATERAL. Debtor, for consideration, hereby grants to Secured Party
a security interest in the following property, delivered to Secured Party,
and any and all additions and substitutions thereto or therefor from time to
time delivered or agreed to be delivered by Debtor to Secured Party, and any
other property, rights or interests of Debtor which shall at any time come
into the possession, custody, or control of Secured Party, for any purpose
and in any manner, and the proceeds, products, and accessions of and to any
of the foregoing (hereinafter the "Collateral"): 2,000,000 shares of the
common stock of the Secured Party (the "Collateral"), as represented by
Certificate No.____, dated____, issued in the name of Debtor. Debtor has
delivered, or will deliver when issued, the certificates representing the
Collateral to the Secured Party.

     2. OBLIGATIONS SECURED. This Security Agreement shall secure the following
obligations (the "Obligations"):

          2.1 the payment of a promissory note ("Promissory Note"), dated April
     10, 2000, executed and delivered by Debtor to Secured Party in the original
     principal amount of $5,000,000, payable as to principal and interest as
     therein provided;

          2.2 performance by Debtor of the terms of the Subscription Agreement,
     of even date herewith ("Subscription Agreement"), between Debtor and
     Secured Party; and

          2.3 performance by Debtor of the terms hereinafter set forth.

     3. WARRANTIES AND COVENANTS OF DEBTOR.

          3.1 Except for the security interest granted hereby, Debtor is the
     owner of the Collateral, free from any liens, security interests,
     restrictions, setoffs, adverse claims, assessments, defaults, prepayments,
     defenses, and conditions precedent, except as disclosed thereon or to
     Secured Party.

          3.2 Debtor will defend the Collateral against all claims and demands
     of all persons at any time claiming the same or any interest therein.

          3.3 Debtor will not sell or offer to sell or otherwise transfer or
     encumber the Collateral or any interest therein without the prior written
     consent of Secured Party. Further, Debtor will not permit the Collateral to
     be attached or replevined.

          3.4 Unless and until Secured Party expressly agrees to another course
     of action, Secured Party shall also have a security interest in all
     securities and other property, rights or interests of any description at
     any time issued as dividends or as the result of any reclassification,
     split-up or other corporate reorganization. Debtor shall hold in trust for
     and

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     deliver promptly to Secured Party in the exact form received, all such
     securities or other property which comes into the possession, custody or
     control of Debtor. Upon demand Debtor shall execute, assign and endorse all
     proxies, applications, acceptances, stock powers, chattel paper, documents,
     instruments and other evidences of payment or writings constituting or
     relating to any of the Collateral or such other property. All assignments
     and endorsements by Debtor shall be in such form and substance as may be
     satisfactory to Secured Party, and Debtor hereby waives presentment, notice
     of dishonor, protest, demand and all other notices with respect thereto.

          3.5 Debtor will pay all taxes and assessments of every nature which
     may be levied or assessed against the Collateral.

     4. DIVIDENDS AND VOTING RIGHTS. During the term of this Agreement, and so
long as the Debtor is not in default under this Agreement, the Debtor shall have
the right to vote the Collateral on all corporate questions with respect to
which the Collateral has voting rights. If Debtor defaults in the performance of
his obligations under this Agreement, then Secured Party shall have the right to
demand that all dividends with respect to the Collateral declared and issued by
the Debtor to be paid directly to or retained by Secured Party and the nominees
of the Secured Party shall have the right to exercise all voting rights with
respect to the Collateral.

     5. SECURED PARTY'S RIGHTS. Secured Party shall be under no duty to exercise
or to withhold the exercise of any of the rights, powers, privileges and options
expressly or implicitly granted to Secured Party in this Agreement, and Secured
Party shall not be responsible for any failure to exercise such rights, nor for
its delay in so doing. Secured Party shall be deemed to have exercised
reasonable care as custodian of the Collateral if it takes such action to
protect and preserve the Collateral as Debtor shall request, but failure to
honor any such request shall not be deemed to be a failure by Secured Party to
exercise reasonable care.

     6. EVENTS OF DEFAULT. Debtor will be in default under this Agreement upon
the happening of any of the following events or conditions:

          6.1 Default in the payment or breach of performance of any obligation,
     covenant or liability or breach of any representation or warranty contained
     herein, in the Note or in the Subscription Agreement;

          6.2 The making or furnishing of any warranty, representation or
     statement to Secured Party by or on behalf of Debtor which proves to have
     been false in any material respect when made or furnished;

          6.3 Loss, theft, sale or encumbrance to or of any of the Collateral,
     or the making of any levy, seizure or attachment thereof or thereon;

          6.4 Death, assignment for the benefit of creditors by, or the
     commencement of any proceeding under any bankruptcy or insolvency laws of,
     by or against Debtor;

          6.5 Any levy or attempted levy by the Internal Revenue Service or the
     Department of Revenue for the State of Colorado upon the assets of Debtor;

          6.6 The occurrence of any material event adversely affecting the
     management, business, affairs, financial condition, or prospects of the
     Secured Party.

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     7. RIGHTS UPON DEFAULT. Upon default and at any time thereafter, Secured
Party may declare, without notice of default or acceleration, all Obligations
secured hereby immediately due and payable, and Secured Party shall have all the
rights and remedies of a secured party under Article 9 of the Colorado Uniform
Commercial Code ("UCC") or other applicable law and all the rights provided
herein and in the Note, all of which rights and remedies shall, to the full
extent permitted by law, be cumulative. Secured Party may require Debtor to
assemble the Collateral and make it available to Secured Party at a place to be
designated by Secured Party which is reasonably convenient to both parties. Any
notice of sale, disposition or other intended action by Secured Party, sent to
Debtor at the address of Debtor specified herein at least five (5) days prior to
such action, shall constitute reasonable notice to Debtor. Secured Party may
retain the Collateral in a strict foreclosure as provided by the UCC. If the
Collateral is to be sold, Secured Party may conduct a private or public sale in
one or more lots. If Secured Party elects to conduct a public sale, it shall be
considered commercially reasonable if it advertises such public sale for five
consecutive days in a newspaper of general circulation in and about Denver,
Colorado which need only refer to the name of Telecom Wireless Corporation, a
general description of the business of Telecom Wireless Corporation, a
description of the Collateral and a statement of the debt owed to Secured Party.
Expenses of retaking, holding, preparing for sale, selling or the like shall
include Secured Party's reasonable attorney fees and legal expenses, and the
same, together with all advances made by Secured Party on behalf of Debtor,
shall be part of the Obligations secured hereby.

     8. POWER OF ATTORNEY. Debtor hereby irrevocably appoints Secured Party as
Debtor's attorney-in-fact to execute or endorse, in the event of a default, any
instrument, certificate, proxy, receipt or other document to effectuate a
transfer of the Collateral, to vote the Collateral at any shareholders meeting,
or to obtain dividends declared or issued by Telecom Wireless Corporation. This
power of attorney shall be irrevocable and deemed to be coupled with an
interest.

     9. RESTRICTED STOCK. Debtor acknowledges that the Securities Act of 1933 or
any other state or federal law prohibits or restricts the customary manner of
sale or distribution of any of the Collateral. Therefore, unless the Collateral
is registered, Secured Party may sell such Collateral privately or in any other
manner deemed advisable by Secured Party at such price or prices as Secured
Party determines in its sole discretion. Debtor recognizes that such prohibition
or restriction may cause the Collateral to have less value than it otherwise
would have and that, consequently, such sale or disposition by Secured Party may
result in a lower sales price than if the sale were otherwise held. Secured
Party shall have no obligation to register the Collateral for sale and may be
sold subject to restrictions on transfer arising under federal and state
securities law, rules and regulations.

     10. NO WAIVER. No waiver by Secured Party of any default shall operate as a
waiver of any other default or of the same default on a future occasion. The
taking of this Security Agreement shall not waive or impair any other security
that Secured Party may have or hereafter acquire for the payment of the above
indebtedness, nor shall the taking of any such additional security waive or
impair this Security Agreement; but said Secured Party may resort to any
security it may have in the order it may deem proper.

     11. OTHER LIENS. At its option, but without obligation to Debtor, Secured
Party may discharge taxes, liens, or security interests or other encumbrances at
any time levied or placed on the Collateral, may order and pay for the
maintenance and preservation thereof and may pay any

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necessary filing or recording fees. Debtor agrees to reimburse Secured Party on
demand for payment made or any expense incurred by Secured Party pursuant to the
foregoing authorization.

     12. SUCCESSORS. All rights of Secured Party hereunder shall inure to the
benefit of its legal representatives, successors and assigns; and all promises
and duties of Debtor shall bind his legal representatives, successors or
assigns.

     13. SEVERANCE. Should any provision of this Agreement be deemed unlawful or
unenforceable, said provision shall be deemed several and apart from all other
provisions of this Agreement and all remaining provisions of this Agreement
shall be fully enforceable.

     14. CONFLICT OF LAWS. This Agreement shall be governed by and interpreted
in accordance with the laws of the State of Colorado. Further, the place where
this Agreement is entered into, and the place of performance and transaction of
business shall be deemed to be the State of Colorado, and in the event of
litigation, the exclusive forum, venue and place of jurisdiction shall be the
City and County of Denver, State of Colorado.

     DATED this 10th day of April, 2000.

                                     DEBTOR:


                                     /s/ Calvin D. Smiley
                                     ---------------------------------------
                                     Calvin D. Smiley

STATE OF COLORADO          )
                           ) ss.
COUNTY OF ARAPAHOE         )

     The foregoing instrument was acknowledged before me this 10TH day of
April, 2000, by Calvin D. Smiley.

     WITNESS my hand and official seal.

     My Commission Expires:



                                  ------------------------------------------
                                  Notary Public


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